Common use of Employee Benefits and Contracts Clause in Contracts

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the 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 position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees For a period of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at one year following the Effective Time, remain or become except as contemplated by this Agreement, any Buyer Entity shall provide generally to employees of First Bankwho 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, 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 Benefit Plans, the continued participation of the employees 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 be officers 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 State Bankfrozen, either with respect to level of benefits or participation, or have (z) for purposes of retiree medical benefits or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by the board level of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreementbenefits under a defined benefit pension plan. (b) As 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 Seller Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Internal Revenue Code Section 401(k) (a “401(k) Plan”). Seller shall provide Buyer with a copy of the Effective Timeresolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans in advance and give Buyer a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans are terminated, Buyer agrees that Buyer will transition employees of First Bank to the comparable Closing Date, Seller shall provide Buyer Employee Benefit Plan(swith the final documentation evidencing that the 401(k) (if any) in accordance with Section 6.9(c)Plans have been terminated. (c) If after the Effective Time Upon request by Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 Seller Employee Benefit Plan during that plan year writing prior to the transition Closing Date, the Seller Entities shall cooperate in good faith with Buyer prior to the Closing Date to amend, freeze, terminate or modify any other Seller Benefit Plan to the extent and in the manner determined by Buyer effective dateupon the Closing Date (or at such different time mutually agreed to by the Parties) and consistent with applicable Law. Seller 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(c), as applicable, and give Seller a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the actions contemplated herein have been effectuated. (d) Simultaneously herewithWithout limiting the generality of Section 10.4, Xxxxx X. Xxxxxxxnothing in this Section 7.8, IIIexpressed or implied, Xxxxxx X. Xxxxis intended to confer upon any Person (other than the Parties or their respective successors), Xxxx X. Xxxxxx and W. Xxxxxxx Xxxxx including any current or former employee, officer, director or consultant of Seller or any of its Subsidiaries or Affiliates, any rights, remedies, obligations, or liabilities under or by reason of this Agreement. In no event shall enter into offer letters and separation agreements the terms of this Agreement: (collectivelyi) establish, amend, or modify any Seller Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, agreement or arrangement maintained or sponsored by Buyer, Seller or any of their respective Affiliates; (ii) alter or limit the ability of the Surviving Corporation, Buyer or any of their Subsidiaries or Affiliates to amend, modify or terminate any Seller Benefit Plan, employment agreement or any other benefit or employment plan, program, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee, officer, director or consultant of Seller or any of its Subsidiaries or Affiliates, any right to employment or continued employment or continued service with Buyer or any Buyer Subsidiaries, the “Officer Service Agreements”)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, Seller, Buyer or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Seller or any of its Subsidiaries or Affiliates at any time for any reason whatsoever, with or without cause. (e) Seller shall use its reasonable best efforts to cause 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 On 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 applicable provisions of the Code pursuant to such termination, and (iii) as of the Termination Date, Seller shall proceed provide Buyer with implementing the process a list of distributing the Seller 401(k) Plan’s account balances to participants employees who have suffered an “employment loss” (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 defined in the Buyer’s 401(kWARN Act) Plan; provided, however, that in the Buyer 401(k) Plan shall not accept rollovers 90 days preceding the Closing Date or had a reduction in hours of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties a least 50% in interest” or “disqualified persons” as of or after the 180 days preceding the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, Buyer shall take all necessary steps to cause the Buyer 401(k) Plan to allow participation in the Buyer 401(k) Plan identified by employees of the Seller Entities effective as of the Closing Date (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreementemployment loss or reduction in hours, the boards of directors of Seller employing entity and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price)facility location. (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees 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 Seller Entities 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 terminated, if any, at terminated by First Bank or prior 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 Effective Time (a “Continuing Employee”amounts set forth in Section 7.8(g) shall, at the Effective Time, remain or become employees of First Bank; provided’s Disclosure Memorandum, howeversubject to receipt of an effective release of claims from the employee receiving such severance payment, that which release shall be in no event form and substance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall any be permitted to grant retention bonuses to Employees of Malvern as 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 position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because date of this Agreement. (b) As Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and subject to Sections 6.9(i) through (l) of this Agreement retention bonus amounts determined mutually between Malvern and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are Following the Effective Time, except as contemplated by this Agreement, Buyer shall provide generally to officers and employees of the Seller Target Entities immediately as of the Effective Time (“Affected Employees”) employee benefits under employee benefit and welfare plans (other than any frozen or grandfathered plans, which includes the Buyer Entities’ defined benefit pension plans and retiree medical plans), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the Buyer Entities to their similarly situated officers and employees; provided, that until such time as Buyer shall cause Affected Employees to participate in the applicable benefit plans of the Buyer Entities, an Affected Employee’s continued participation in the benefit plans of the Target Entities shall be deemed to satisfy the foregoing provisions of this sentence (it being understood that participation in the Buyer 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 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, the service of the Affected Employees prior to the Effective Time and whose employment is not terminated, if any, at or prior shall be treated as service with a Buyer Entity participating in such employee benefit plans to the Effective Time same extent each such Affected Employee was entitled to service credit under a similar Target Benefit Plan; provided that such service 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 level of allocations to any retirement plans of Buyer and its Affiliates, (y) if it would result in a “Continuing Employee”duplication of benefits or (z) shall, at the Effective Time, remain with respect to any frozen or become employees of First Bank; provided, however, that in no event shall any of the employees of the Seller Entities be officers grandfathered Employee Benefit Plan of Buyer or State Bank, its Affiliates 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 newly established Employee Benefit Plans of Buyer or State Bank and in accordance with the bylaws its Affiliates that do not provide credit for past service to similarly situated employees of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreementits Affiliates. (b) As Buyer shall, or shall cause the Surviving Corporation to, assume and honor the obligations of Target and its Subsidiaries under 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 TimeTime under the Target Benefit Plans, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amendin accordance with their terms; provided, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in First Bank’s existing benefit plans with full credit for prior service with First Bank that for purposes of eligibility and vesting. To determining the extent that any First Bank plans are terminated“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 Buyer will transition employees of First Bank it shall take into account all bonuses paid by Target or its Subsidiaries to the comparable relevant officer or employee since January 1, 2008 when making such determination. Buyer Employee Benefit Plan(s) hereby acknowledges that the Merger shall constitute a “change in control” (if anyor 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 6.9(c)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 such Target Benefit Plans which become effective as a result of such change in control. (c) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank if requested by Buyer in writing in advance of the Effective Time, Target shall take all necessary action, including the adoption of resolutions and/or plan amendments, to terminate the Target 401(k) Plan effective immediately prior to the Effective Time. If Buyer makes such a request to terminate the Target 401(k) Plan, Target shall provide Buyer with a copy of the resolutions and/or plan amendments evidencing that the Target 401(k) Plan has been terminated in accordance with its terms. (d) Without limiting the generality of Section 10.8, the provisions of this Section 7.8 are solely for the benefit of the parties to this Agreement and each no current or former employee, officer, director or independent contractor or any other individual that is associated therewith shall be regarded for any purpose as a third-party to a First Bank beneficiary of Georgia Supplemental Executive Retirement Plan this Agreement. Nothing in this Agreement shall execute be construed as an amendment to any Target Benefit Plan or other Employee Benefit Plan for any purpose. No provision of this Agreement shall create any right in form and substance acceptable any employee or officer of a Target Entity to Seller (continued employment by any Buyer Entity, including Surviving Corporation, or preclude the “SERP Amendments”). In ability of any Buyer Entity, including Surviving Corporation, to terminate the event there is a subsequent merger, consolidation employment of any employee or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendmentsofficer for any reason.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at Following the Effective Time, remain SBC shall maintain or become cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are full-time active employees of First BankSabal Palm and/or its subsidiaries on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of SBC or its Subsidiaries, as applicable; provided, however, that 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 retention arrangements or equity compensation when determining whether employee benefits are substantially comparable. SBC shall give the employees Covered Employees full credit for their prior service with Sabal Palm and its Subsidiaries (i) for purposes of the Seller Entities be officers of Buyer eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified 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 position non-qualified employee benefit plan maintained by the board of directors of Buyer or State Bank SBC and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreementwhich Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, the Officer Service Agreements or any subsequent agreement entered into between State Bank vacation plans and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreementsimilar arrangements maintained by SBC. (b) As 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 subject to Sections 6.9(i(ii) through recognize any health, dental, vision or other welfare expenses incurred by such Covered Employee in the year that includes the Closing Date (l) of this Agreement and applicable authority to unilaterally amendor, from time to timeif later, or terminate First Bank’s existing benefit plans, each Continuing the year in which such Covered Employee shall be is first eligible to participate in First Bank’s existing benefit plans with full credit for prior service with First Bank participate) for purposes of eligibility any applicable deductible and vesting. To the extent that any First Bank plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 expense requirements under any such successor plan for any deductiblehealth, co-payment and dental, vision or 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 datewelfare plan. (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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (lc) Prior to the Effective Time, First Bank Sabal Palm shall take all actions requested by SBC that may be necessary or appropriate to (i) cause Sabal Palm’s 401(k) Plan, one or more the Sabal Palm Benefits Plans to terminate as of the Effective Time, or as of the date immediately preceding the Effective Time, (ii) cause benefit accruals and each individual that entitlements under any Sabal Palm Benefit Plan to cease as of the 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, notices, or other documents issued, adopted or executed in connection with the implementation of this Section 4.14(c) shall be subject to SBC’s reasonable prior review and approval, which shall not be unreasonably withheld, conditioned, or delayed. (d) Nothing in this Section 4.14 shall be construed to limit the right of SBC or any of 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 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, 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 its Subsidiaries other than (i) “for cause” or (ii) as a party result of death, disability or unsatisfactory job performance, then SBC shall pay severance to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute such Covered Employee in an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations amount as set forth in the SERP Amendmentsseverance policies set forth in Section 4.14(e)(i) of the 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 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 Seacoast Disclosure Letter. (f) At or before the Closing Sabal Palm shall make the payments set forth on Section 4.14(f) of the Company Disclosure Letter.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at Following the Effective Time, remain or become except as contemplated by this Agreement, WSFS shall provide generally to officers and employees of First Bank(as a group) who are actively employed by an Alliance Entity on the Closing Date (“Covered Employees”) while employed by any WSFS Entity following the Closing Date employee benefits under Employee Benefit Plans, on terms and conditions which when taken as a whole are comparable to those currently provided by WSFS Entities to their similarly situated officers and employees; provided, however, that 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 WSFS shall cause the Covered Employees to participate in the applicable WSFS Employee Benefit Plans, the continued participation of the employees Covered Employees in the Alliance Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in WSFS’s Employee Benefit Plans may commence at different times with respect to each of WSFS’s Employee Benefit Plans). For purposes of participation, vesting and benefit accrual under WSFS’s Employee Benefit Plans, the service of the Seller Covered Employees prior to the Effective Time shall be treated as service with a WSFS Entity participating in such employee benefit plans, to the same extent that such service was recognized by the Alliance Entities be officers for purposes of Buyer 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 State Bank(ii) apply for purposes of any plan, program or arrangement (x) that is grandfathered or frozen, either with respect to level of benefits or participation, or have (y) for purposes of retiree medical benefits or exercise level of benefits under a defined benefit pension plan. Covered Employees who are employed by any power or duty conferred upon such an officerWSFS Entity shall retain their vacation and sick leave accrual under the Alliance Benefit Plans as of the Effective Time, unless and until duly elected or appointed to such position by the board provided that any future accrual of directors of Buyer or State Bank and benefits under leave policies shall be in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this AgreementWSFS Employee Benefit Plans, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right subject to employment shall inure carryover limitations applicable to such employees because of this Agreementfuture 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. (b) As Covered Employees who are employed by any WSFS Entity and who become eligible to participate in any insurance policy, plan or 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 exclusion or penalty for pre-existing conditions that were covered under the corresponding Alliance Benefit Plan immediately prior to the Effective Time, and subject or to Sections 6.9(i) through (lany waiting period relating to such coverage. WSFS shall honor the plans set forth in Section 7.8(b) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans 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)WSFS Disclosure Memorandum. (c) If after the Effective Time Buyer elects requested by WSFS in a writing delivered to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 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 cause each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated as of Alliance following 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 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 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 Plansterminate, effective as of the date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (j) Notwithstanding Section 6.9(i), (i) prior to the ClosingEffective Time, Seller’s board of directors shall adopt resolutions terminating the First Bank of Georgia any Alliance Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Internal Revenue Code Section 401(k) Plan (the a “Seller 401(k) Plan”), effective as . Alliance shall provide WSFS with a copy of the date resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans in advance and give WSFS a reasonable opportunity to comment on such documents (which immediately precedes the date which includes the Effective Time (the “Termination Date”comments shall be considered in good faith by Alliance), (ii) and prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect Alliance shall provide WSFS with the final documentation evidencing the termination of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at Following the Effective Time, remain LSB shall provide generally to officers and employees of the ONSB Companies who at or after the Effective Time become employees of First Bank; provideda LSB Company (other than Mr. Xxxxx, howeverMr. Xxxxxxxx xxx Mr. Xxxxxxx xxx shall have rights to employee benefits as provided under their existing agreements), that employee benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of LSB Common Stock, except as set forth in no event this Section 8.12), on terms and conditions substantially similar to those currently provided by the LSB 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 defined benefit plans of ONSB shall be treated as service under LSB's qualified defined benefit plans, (ii) service under any qualified defined contribution plans of ONSB shall be treated as service under LSB's qualified defined contribution plans, and (iii) service under any other employee benefit plans of ONSB shall be treated as service under any similar employee benefit plans maintained by LSB. LSB shall cause its, and its Subsidiaries', employee benefit plans to waive any pre-existing condition limitations covered under the applicable employee benefit plans of the ONSB Companies for any employees of the Seller Entities be officers ONSB Companies who become or remain employees of Buyer any LSB Company. LSB also shall, and shall cause its Subsidiaries to, honor all employment, consulting and other compensation Contracts disclosed in Section 8.12 of the ONSB Disclosure Memorandum between any ONSB Company and any current or State Bankformer director, officer, or have employee thereof and all provisions for vested benefits or exercise any power other vested amounts earned or duty conferred upon such an officer, unless and until duly elected or appointed to such position by accrued through the board of directors of Buyer or State Bank and Effective Time under the ONSB Benefit Plans disclosed in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all Section 8.12 of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this AgreementONSB Disclosure Memorandum. (b) As of Each person employed by an ONSB Company on a full-time basis at the Effective TimeTime (other than Mr. Xxxxx, Xx. Xxxxxxxx xxx Mr. Xxxxxxx) xxo, following the Merger and subject at LSB's sole discretion, is terminated by an LSB Company for reasons other than Cause (as defined below) within six (6) months following the Effective Time shall be entitled to Sections 6.9(ia severance payment by LSB Bank in an amount equal to one (1) through week's salary or wages for each full year of prior continuous service with an ONSB Company, provided that any severance payment shall consist of a minimum of two (l2) weeks' salary or wages. For purposes of this Agreement Section, the term "Cause" shall mean (i) failure or refusal of employee to comply with duties and applicable responsibilities substantially similar to those assigned to the employee immediately prior to the Merger, (ii) employee being charged by any duly constituted law enforcement agency or authority to unilaterally amendwith a crime involving moral turpitude, from time to timetheft, embezzlement, or terminate First Bank’s existing benefit plansfraud, each Continuing Employee shall be eligible to participate in First Bank’s existing benefit plans with full credit for prior service with First Bank for purposes or (iii) employee's excessive use or abuse of eligibility and vestingdrugs, alcohol or other toxic substances. To the extent that any First Bank plans are terminatedONSB Company maintains any plan or arrangement for the payment of severance or salary continuation benefits to employees, Buyer agrees that Buyer will transition employees of First Bank to the comparable Buyer Employee Benefit Plan(ssuch plan or arrangement (except as provided in this Section 8.12(c)) (if any) in accordance with Section 6.9(c). (c) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 be terminated at the Effective Time and be 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 no force 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 dateeffect thereafter. (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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at Following the Effective Time, remain SBC shall maintain or become cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are full-time active employees of First BankBusiness Bank and/or its subsidiaries on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of SBC or its Subsidiaries, as applicable; provided, however, that 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 retention arrangements or equity compensation when determining whether employee benefits are substantially comparable. SBC shall give 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 position by the board of directors of Buyer or State Covered Employees full credit for their prior service with Business Bank 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 accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreementwhich Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, the Officer Service Agreements or any subsequent agreement entered into between State Bank vacation plans and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreementsimilar arrangements maintained by SBC. (b) As 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) Prior to the Effective Time, Business Bank shall take all actions requested by SBC that may be necessary or appropriate to (i) cause Business Bank’s 401(k) Plan or one or more of the Business Bank Benefits Plans to terminate as of the Effective Time, or as of a date immediately preceding the Effective Time, (ii) cause benefit accruals and subject entitlements under any Business Bank Benefit Plan to Sections 6.9(i) through (l) cease as of this Agreement and applicable authority to unilaterally amend, from time to timethe Effective Time, or terminate First Bank’s existing benefit plansas of the date immediately preceding the Effective Time, each Continuing Employee shall be eligible to participate in First Bank’s existing benefit plans with full credit for prior service with First Bank for purposes of eligibility (iii) cause the continuation on and vesting. To the extent that any First Bank plans 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) If after the Effective Time Buyer elects of any contract, arrangement or insurance policy relating to transition employees any Business Bank Benefit Plan for such period as may be requested by SBC, or (iv) facilitate the merger of First any Business Bank to Buyer Employee Benefit PlansPlan into any employee benefit plan maintained by SBC or an SBC Subsidiary. All resolutions, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 periodnotices, or other limitations documents issued, adopted or exclusions otherwise applicable under such plans executed in connection with the implementation of this Section 4.14(c) shall be subject to new employees SBC’s reasonable prior review and approval, which shall not to apply to a Continuing Employee be unreasonably withheld, conditioned, or their covered dependents who were covered under a similar Seller 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 Seller Employee Benefit Plan during that plan year prior to the transition effective datedelayed. (d) Simultaneously herewithNothing in this Section 4.14 shall be construed to limit the right of SBC or any of its Subsidiaries (including, Xxxxx X. Xxxxxxxfollowing the Closing Date, IIIBusiness Bank) to amend or terminate any Business Bank Benefit Plan or other employee benefit plan, Xxxxxx X. Xxxxto the extent such amendment or termination is permitted by the terms of the applicable plan, Xxxx X. Xxxxxx 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 W. Xxxxxxx Xxxxx the continued retention (or termination) by SBC or any of its Subsidiaries of any Covered Employee subsequent to the Effective Time shall enter into offer letters be subject in all events to SBC’s or its applicable Subsidiary’s normal and separation agreements (collectivelycustomary employment procedures and practices, the “Officer Service Agreements”)including customary background screening and evaluation procedures, and satisfactory employment performance. (e) Seller shall use its reasonable best efforts to cause each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated as of If, within six (6) months after the date hereof Effective Time, any Covered Employee (other than those Covered Employees who receive change in the form of Exhibit B control benefits or retention benefits pursuant to which he employment or she agrees retention agreements with Business Bank), is terminated by SBC or its Subsidiaries other than (i) “for cause” or (ii) as a result of death, disability or unsatisfactory job performance, then SBC shall pay severance to cancel his or her outstanding Seller Options as of the Effective Time such Covered Employee in exchange for a one-time cash payment an amount as set forth in the severance policies set forth in Section 2.4 4.14(e)(i) of the Agreement, subject Seacoast Disclosure Letter (and based upon the non-exempt and exempt status and/or title for the Covered Employee with Business Bank at the Closing). Any severance 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 which a Covered Employee may be sought following entitled in connection with a termination occurring more than six (6) months after the execution of this Agreement. Simultaneously herewith, each Effective Time will be as set forth in the severance policies set forth in Section 4.14(e)(ii) of the directors and executive officers of Seller that hold Seller Options shall have entered into a Stock Option Cash-Out AgreementSeacoast Disclosure Letter. (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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, Buyer Business Bank shall take all necessary steps to cause make the Buyer 401(kpayments set forth on Section 4.14(f) Plan to allow participation in the Buyer 401(k) Plan by employees of the Seller Entities effective as of the Closing Date (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicableSeacoast Disclosure Letter. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Cornerstone Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, remain or become employees of First BankCommunity; provided, however, that in no event shall any of the employees of the Seller Cornerstone Entities be officers of Buyer Parent or State BankFirst 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 Board of directors Directors of Buyer Parent or State Bank First Community and in accordance with the bylaws of Buyer Parent or State BankFirst Community. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all All of the Continuing Employees shall be employees 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 this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in First Bankeach of Parent’s existing benefit plans Employee Benefit Plans with full credit for prior service with First Bank Cornerstone solely for purposes of eligibility and vesting. To the extent that any First Bank plans 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) If after As of the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit PlansTime, Buyer Parent shall make available employer-provided benefits under Buyer Parent Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer Parent or State Bank First Community employees. With respect to Buyer Parent Employee Benefit Plans providing health coverage, Buyer 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 Seller Cornerstone plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Buyer Parent shall use commercially reasonable efforts to cause any such successor Buyer 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 Seller Cornerstone 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 the Chief Executive Officer of Cornerstone shall enter into offer letters and separation agreements (collectively, the “Officer Service Agreements”). (e) Seller shall use its reasonable best efforts to cause each holder of Seller Options to execute and deliver to Parent a Stock Option Cash-Out Consulting 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.B. (ge) Simultaneously herewith, each the Chief Financial Officer of Cornerstone shall enter into and deliver to Parent a Non-Solicitation Agreement dated as of the directors date hereof (and executive officers which shall be effective as of Seller and First the Effective Time) in the form of Exhibit C. (f) Simultaneously herewith, the Senior Lender of Cornerstone Bank shall have entered enter into and deliver to Parent a Claims Letter 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 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 6.117.11. 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. (j) Other than Section 3.5 (Cornerstone Options), no provision of this Agreement (i) 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 arrangementarrangement or (ii) provide any right or entitlements to any employee or other third party. (ik) Upon not less than 10 ten days’ notice prior to the Closing Date from Buyer Parent to SellerCornerstone, Seller Cornerstone shall cause the termination, amendment, amendment or other appropriate modification of each Seller Cornerstone Benefit Plan as specified by Buyer in such notice. Buyer may require Parent in such notice such that Seller no Cornerstone Entity shall not sponsor or otherwise have any further Liability or other obligation thereunder in connection with such applicable Seller Cornerstone Benefit Plans, effective as of the date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Cornerstone Benefit Plans that are Seller Cornerstone ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (j) Notwithstanding . With respect to each such Cornerstone Benefit Plan as to which Parent issues such notice and which provides for a “cash or deferred arrangement” pursuant to Code 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 each, a “Seller 401(k) Plan”), prior to the Closing Date, the appropriate Board of Directors among the Cornerstone Entities shall adopt resolutions terminating each 401(k) Plan effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller each 401(k) Plan’s termination under “(i),” immediately above, Seller Cornerstone shall cause each 401(k) Plan to adopt all amendments, including amendments and restatements, of each document evidencing the Seller each 401(k) Plan, as may be necessary to maintain the Seller each 401(k) Plan’s compliance with Code Section 401(a) and other applicable provisions of the Code pursuant to such termination, and (iii) as of the Termination Date, Seller Cornerstone shall cause each 401(k) Plan to proceed with implementing the process of distributing the Seller each 401(k) Plan’s account balances to participants as their interests appear participants. Parent or Parent Bank shall cause its Employee Benefit Plan which provides for a “cash or deferred arrangement” pursuant to such terminationCode Section 401(k) to accept direct rollovers from any 401(k) Plan described in the preceding sentence, and will use commercially reasonable efforts to permit direct rollover of a participant plan loan. Buyer Prior to the Closing, (1) Cornerstone shall amend or shall cause the State amendment of any and all SIMPLE XXX arrangements sponsored by one or more of Parent, Cornerstone Bank & Trust Company 401(k) Profit Sharing Plan (and any and all Parent Subsidiaries, effective as of immediately prior to the “Buyer 401(k) Plan”) Effective Time, such that each such SIMPLE XXX shall not permit any additional individuals to accept rollovers of distributions and participant loans from the Seller 401(k) Plan by the Seller 401(k) Plan’s participants who are be eligible to become participants in each such applicable SIMPLE XXX, and (2) Cornerstone shall amend and restate or shall cause the Buyer’s 401(k) Plan; providedamendment and restatement of each such SIMPLE XXX on the current IRS Form 5305-SIMPLE, however, that the Buyer 401(k) Plan and shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 thereafter submit each such SIMPLE XXX to the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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 IRS pursuant to the Closing, Buyer shall take all necessary steps to cause IRS’ Voluntary Correction Program for an appropriate IRS “compliance statement” from 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicableIRS. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are 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 employees of the Seller Entities 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 whose employment is not terminatedits Subsidiaries, if any, at or prior to provided that after the Effective Time there is no Material reduction (a “Continuing Employee”determined on an overall basis) shall, at in the Effective Time, remain or become employees of First Bank; provided, however, that in no event shall any of benefits provided under 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 position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State BankTriangle employee benefit plans. Except as otherwise expressly provided in this Agreementthe 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 Officer Service Agreements or Triangle Disclosure Memorandum to Centura between any subsequent agreement entered into between State Bank Triangle Company and any such Continuing Employeescurrent or former director, officer, or employee thereof, and all provisions of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in First Bank’s existing benefit plans with full credit for prior service with First Bank for purposes of eligibility and vestingTriangle Benefit Plans. To the extent that any First Bank plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 Centura has agreed to cause any pre-existing condition, eligibility waiting period, Triangle or other limitations or exclusions otherwise applicable under such plans the appropriate Triangle Subsidiary to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar Seller plan at honor 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 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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations Contracts as set forth in the SERP Amendmentspreceding 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 as may be provided for in the particular Triangle Compensation Contract) following the Effective Time. Centura shall use all reasonable efforts to identify, and offer employment opportunities to, 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 employees are qualified. Centura shall give, 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 any Centura Company.

Employee Benefits and Contracts. (a) All persons 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 employees of actively employed by a Beneficial Entity on the Seller Entities Closing Date (“Covered Employees”) while employed by 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 Effective Time Closing Date or, in WSFS’s sole discretion, the base salary or wage rate, as applicable, provided by WSFS and whose employment is not terminatedits Subsidiaries to their similarly situated employees, if any, at or (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 Effective Time (a “Continuing Employee”) shallClosing Date or, at the Effective Timein WSFS’s sole discretion, remain or become 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, however, that 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 WSFS shall cause the Covered Employees to participate in the applicable WSFS Benefit Plans, the continued participation of the Covered Employees in the Beneficial Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in WSFS Benefit Plans may commence at different times with respect to each of WSFS Benefit Plans). For purposes of determining eligibility to participate and vesting under WSFS Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under WSFS’s paid time off program, the service of the Covered Employees with a Beneficial Entity prior to the Effective Time shall be treated as service with a WSFS Entity participating in such WSFS Benefit Plans, to the same extent that such service was recognized by the 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 the Seller WSFS Entities be officers do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of Buyer benefits or State Bankparticipation, or have (z) for purposes of retiree medical benefits or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by the board level of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreementbenefits under a defined benefit pension plan. (b) As of From and after the Effective Time, and subject to Sections 6.9(i) through (l) without limiting the generality of this Agreement and applicable authority to unilaterally amendSection 7.8(a), from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans respect to each Continuing Covered Employee on the same basis as it provides such coverage to Buyer or State Bank employees. With respect to Buyer Employee Benefit Plans providing health coverage, Buyer (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 (to the extent permitted by the applicable carrier) to (i) waive any pre-existing condition, eligibility waiting period, or other preexisting condition limitations or exclusions otherwise applicable under to the extent such plans to new employees not to apply to a Continuing Employee or their covered dependents who conditions were covered under a similar Seller plan at the Effective Time applicable life, disability, medical, dental or health plans of the Merger. In additionBeneficial Entities, if (ii) provide credit under medical, dental and health plans for any such transition occurs during the middle of a plan yeardeductibles, 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 co-payment and out-of-pocket maximum applied expenses incurred by the Covered Employees (and their beneficiaries) 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 analogous plans of the corresponding Seller Employee Benefit Plan Beneficial Entities prior to the Effective Time during that 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 transition 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. (c) Upon request by WSFS in writing no later than 45 days prior to the Closing Date, the Beneficial Entities shall cooperate in good faith with WSFS prior to the Closing Date to provide additional information regarding any Beneficial Benefit Plan to WSFS 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 dateupon the Closing Date (or at such different time mutually agreed to by the Parties) and consistent with applicable Law. Beneficial shall provide WSFS 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 Beneficial a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Beneficial shall provide WSFS with the final documentation evidencing that the actions contemplated herein have been effectuated. (d) Simultaneously herewithWithout limiting the generality of Section 10.4, Xxxxx X. Xxxxxxxnothing in this Agreement, IIIexpressed or implied, Xxxxxx X. Xxxxis intended to confer upon any Person, Xxxx X. Xxxxxx and W. Xxxxxxx Xxxxx including any current or former employee, officer, director or consultant of Beneficial or any of its Subsidiaries or Affiliates, any rights, remedies, obligations, or liabilities under or by reason of this Agreement. In no event shall enter into offer letters and separation agreements the terms of this Agreement: (collectivelyi) establish, amend, or modify any Beneficial Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, agreement or arrangement maintained or sponsored by WSFS, Beneficial or any of their respective Affiliates, (ii) alter or limit the ability of Surviving Corporation, WSFS or any of their Subsidiaries or Affiliates to amend, modify or terminate any Beneficial Benefit Plan, employment agreement or any other benefit or employment plan, program, agreement or arrangement after the Closing Date, or (iii) confer upon any current or former employee, officer, director or consultant of Beneficial or any of its Subsidiaries or Affiliates, any right to employment or continued employment or continued service with WSFS or any WSFS Subsidiaries, the “Officer Service Agreements”)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, Beneficial, WSFS or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Beneficial or any of its Subsidiaries or Affiliates at any time for any reason whatsoever, with or without cause. (e) Seller On the Closing Date, Beneficial shall use its 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) WSFS shall maintain and administer the retention pool with the terms and conditions set forth in Exhibit E for the employees of Beneficial and Beneficial Bank listed in Exhibit E. (g) No later than 30 days prior to the Closing Date, Beneficial shall take the actions described on Section 7.8(g) of Beneficial’s Disclosure Memorandum with respect to the 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 Internal Revenue Code, Beneficial shall, prior to the Closing Date, cooperate in good faith with WSFS to effect reasonable best efforts measures to cause each holder minimize any such payments or benefits from being characterized as “excess parachute payments” within the meaning of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated Section 280G(b)(1) of the Internal Revenue Code. (i) WSFS shall assume the Severance Pay Plan for Eligible Employees of Beneficial Bank as of in effect on the date hereof in (the form of Exhibit B pursuant “Beneficial Severance Plan”) and shall provide to which he Covered Employees whose employment is terminated without cause by WSFS, the Surviving Corporation or she agrees an Affiliate on or before December 31, 2019, 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 extent otherwise eligible under the AgreementBeneficial Severance Plan, the benefits provided therein, subject to applicable withholdingthe terms and conditions thereof. (j) WSFS shall provide Covered Employees whose employment is involuntarily terminated by WSFS other than for cause prior to December 31, 2019, and 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 their similarly situated employees. In addition, 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 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 decision to offer employment to any such person shall be effective as of the Effective Time) made in the form sole discretion of Exhibit A. (g) Simultaneously herewith, each of the directors WSFS. Outplacement assistance 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 job counseling services shall not sponsor or otherwise have any further Liability or other obligation in connection with such applicable Seller Benefit Plans, effective as of the date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended be provided to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 Beneficial employees who are eligible to become participants in the Buyer’s 401(k) Plan; providedterminated for cause, howeverresignation, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” disability or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicableretirement. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller CLBH Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, remain or become employees of FBNC or First Bank; provided, however, that in no event shall any of the employees of the Seller CLBH Entities be officers of Buyer FBNC or State 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 Buyer FBNC or State First Bank and in accordance with the bylaws of Buyer FBNC or State First Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all All of the Continuing Employees shall be employees employed at the will of First Bank and no contractual right to employment shall inure to such employees because of this Agreement except as may be otherwise expressly set forth in this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, 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 First Bankeach of FBNC’s existing benefit plans Employee Benefit Plans with full credit for prior service with First Bank CLBH solely for purposes of eligibility and vesting. To the extent that any First Bank plans 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) If after As of the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit PlansTime, Buyer FBNC shall make available employer-provided benefits under Buyer FBNC Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer FBNC or State First Bank employees. With respect to Buyer FBNC Employee Benefit Plans providing health coverage, Buyer 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 Seller CLBH plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Buyer FBNC shall use commercially reasonable efforts to cause any such successor Buyer FBNC 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 Seller CLBH 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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are Following the Effective Time, Purchaser shall provide generally to officers and employees of the Seller Target Entities immediately (who continue employment with Purchaser or any of its Subsidiaries) employee benefits on terms and conditions which, when taken as a whole, are substantially similar to those then currently provided by Purchaser to its other similarly situated 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 “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 Time Date shall be counted. Purchaser shall also honor in accordance with their terms all employment, severance, consulting, option and whose employment is other contracts of a 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 terminatedso 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, if any, at in which one or more employees of a Target Entity participated immediately prior to the Effective Time (a “Continuing EmployeeCompany Health Plan”) 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 position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or State Bank employees. With respect to Buyer Employee Benefit Plans providing health coverage, Buyer Purchaser shall use commercially reasonable 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 Effective Time for purposes of applying any waiting period and/or pre-existing condition, eligibility waiting period, or other condition 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 additionset forth therein; and, if any such transition occurs during the middle of the plan year for such a plan yearCompany Health Plan, 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-of pocket maximum applied under such successor group health plan for any deductible, deductible amounts and co-payment and other cost-sharing amounts payments previously paid by a Continuing Employee any such employee respecting his or her participation in the corresponding Seller Employee Benefit that Company Health Plan during that plan year prior to the transition effective date. 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” (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 cause each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated as those terms are defined in Section 4980B 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 Internal Revenue Code) following the Effective Time in exchange for a one-time cash payment as set forth in Section 2.4 under either the Target Plan or any successor group health plan maintained by Purchaser. At the request of Purchaser, the AgreementTarget Entities will take all appropriate action to terminate, subject prior 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 , any retirement plan maintained by 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 Target Entities 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are is intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balancesInternal Revenue Code. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons Persons who are employees of the Seller GSB Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective TimeTime or the effective time of the Bank Merger, remain or as applicable, become employees of First Buyer or Buyer Bank; provided, however, that in no event as applicable. Buyer and Buyer Bank shall any honor all GSB 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 of the Seller Entities be officers of Buyer with such agreements are Continuing Employees 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 position by the board of directors of Buyer or State Bank and in accordance receive new agreements with the bylaws of Buyer or State BankBuyer. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all All of the Continuing Employees shall be employees employed at will 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 subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit 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 First Bankeach of Buyer’s existing benefit plans applicable Employee Benefit Plans with full credit for prior service with First Bank GSB solely for purposes of eligibility and vesting. To the extent that any First Bank plans 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) If after As of the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit PlansTime, Buyer shall make available employer-provided benefits under Buyer Buyer’s applicable Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or State Buyer Bank employees. With respect to Buyer 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 Seller plan 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 Buyer 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 Seller Employee 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) Simultaneously herewithUpon not less than ten (10) days’ notice prior to the Closing Date from Buyer to GSB, Xxxxx X. XxxxxxxGSB shall cause the termination, IIIamendment, Xxxxxx X. Xxxxor 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, Xxxx X. Xxxxxx and W. Xxxxxxx Xxxxx 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 enter into offer letters and separation agreements (collectively, the “Officer Service Agreements”)be 100% vested in their account balances. (e) Seller shall use 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 Buyer or any of its reasonable best efforts to cause 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 Subsidiaries as of the Effective Time in exchange for a one-time cash payment as set forth in Section 2.4 Time, and whose employment is terminated by Buyer or any of its Subsidiaries prior to the first (1st) anniversary of the AgreementEffective Time shall receive, subject to applicable withholdingsuch 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 Stock Option Cashin no event will the total amount of severance for any single Continuing Employee be less than four (4) weeks of such base salary or greater than twenty-Out Agreements from any holders six (26) weeks 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 Agreementsuch base salary. (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 AgreementSection 7.9, 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 6.117.12. No provision of this Agreement constitutes or shall be deemed to constitute, an employee benefit plan Employee Benefit Plan or other arrangement, an amendment of any employee benefit plan Employee Benefit Plan or other arrangement, or any provision of any employee benefit plan Employee Benefit Plan or other arrangement. (ig) Upon not less than 10 days’ notice 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 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that Buyer agrees that nothing in this Section 7.9 will require GSB to cause the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 401(k) Plan, as those terms are defined under ERISA Section 3(14) final dissolution and Code Section 4975(e)(2), respectivelyliquidation of, or whose Seller 401(k) Plan participant loan, if rolled over to the Buyer 401(k) Plan, amend (a) would cause a failure other than as may be required 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 (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 applicable provision of maintain such plan’s compliance with the Code, ERISA ERISA, 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 ), said plan prior to the Closing, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicableDate. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. Following the Effective Time, FIRST BANKING shall either (ai) All persons who are continue to provide to officers and employees of the Seller WAYNX Xxxities employee benefits under WAYNE's existing employee benefit and welfare plans or, (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 of the WAYNX Xxxities employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the FIRST BANKING Entities to their similarly situated officers and employees. For purposes of participation and vesting (but not accrual of benefits) under FIRST 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 (iii) service under any other employee benefit plans of WAYNX xxxll be treated as service under any similar employee benefit plans maintained by FIRST BANKING. With respect to officers and employees of the WAYNX Xxxities who, at or after the Effective Time, become employees of a FIRST BANKING Entity and who, immediately prior to the Effective Time and whose employment Time, are participants in one or more employee welfare benefit plans maintained by the WAYNX Xxxities, FIRST BANKING shall cause each comparable employee welfare benefit plan which is not terminatedsubstituted for a WAYNX xxxfare benefit plan to waive any evidence of insurability or similar provision, if any, at or to provide credit for such participation prior to the 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 position by the board of directors of Buyer or State Bank and in accordance substitution with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans are terminated, Buyer agrees that Buyer will transition employees of First Bank regard to the comparable Buyer Employee Benefit Plan(s) (if any) in accordance with Section 6.9(c). (c) If after the Effective Time Buyer elects to transition employees application of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 conditioncondition limitation, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans and 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, 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 provide credit towards satisfaction of any annual deductible limitation and or out-of-pocket maximum applied under provisions for expenses incurred by such successor participants during the period prior to such substitution, if any, that overlaps with the then current plan year for any deductibleeach such 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, co-payment severance, consulting and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation compensation Contracts disclosed 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 cause each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated as Section 8.13 of the date hereof in the form of Exhibit B pursuant WAYNX Xxxclosure Memorandum to which he FIRST BANKING between any WAYNX Xxxity and any current or she agrees to cancel his former director, officer, or her outstanding Seller Options as of employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicableWAYNX Xxxefit Plans. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not specifically terminated, if any, at or prior to the Effective Time (a “"Continuing Employee”") shall, at the Effective Time, remain or become employees of First BankBuyer; provided, however, that in no event shall any of the employees of the Seller Entities be officers of Buyer or State BankBuyer, 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 State Bank and in accordance with the bylaws of Buyer or State BankBuyer. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all All of the Continuing Employees shall be employees employed at the will of Buyer and no contractual right to employment shall inure to such employees because of this Agreement except as otherwise set forth in this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in First Bank’s existing benefit plans Buyer's 401(k) plan with full credit for prior service with First Bank Seller for purposes of eligibility and vesting. To the extent that any First Bank plans 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) If after As of the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit PlansTime, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans health and other employee welfare benefit plans to each Continuing Employee on the 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 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 to apply to a Continuing Employee or their covered dependents who were covered under a similar Seller plan at the Effective Time of the First Step 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 Seller Employee Benefit Plan during that plan year prior to the transition effective date. (d) Simultaneously herewithPrior to the Closing of this Agreement, Xxxxx X. Xxxxxxxthat certain employment agreement dated October 20, III2005 between Seller and the employee shall have been amended in form and substance as requested by Buyer and the Merger Consideration shall be reduced pursuant to Section 3.1(a) for any payments made to the employee in consideration for such amendment, Xxxxxx X. Xxxx, Xxxx X. Xxxxxx and W. Xxxxxxx Xxxxx or the Merger Consideration shall enter into offer letters and separation agreements (collectively, the “Officer Service Agreements”)be reduced pursuant to Section 3.1(a) by $130,000. (e) Seller Upon the execution of this Agreement, each of Seller's directors shall use its reasonable best efforts to cause each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement (i) an agreement dated as of the date hereof in the form of Exhibit B C pursuant to which he or she agrees to cancel will vote his or her outstanding shares of Seller Options Common Stock in favor of this Agreement and the transactions contemplated hereby and (ii) an agreement dated 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) date hereof in the form of Exhibit A.D (the "Director's Agreement"). (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. (hf) 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 arrangement7.10. (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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller PLMT Entities immediately prior to the Effective Time and whose employment is not specifically terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective TimeTime or the time of the Bank Merger, remain or as applicable, become employees of First Bank; providedParent or Parent Banksub, however, that in no event as applicable. Parent and Parent Banksub shall any honor all PLMT employment and change of control agreements existing as of the employees date of this Agreement that have been disclosed to Parent. All 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 position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the other Continuing Employees shall be employees employed at will 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 subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in First BankParent’s existing benefit 401(k) and other retirement plans with full credit for prior service with First Bank PLMT for purposes of eligibility and vesting. To the extent that any First Bank plans are terminated, Buyer agrees that Buyer will transition employees of First Bank to the comparable Buyer Employee Benefit Plan(s) vesting (if any) in accordance with Section 6.9(cbut not benefit accruals). (c) If after Except as provided in the last sentence of this Section 7.8(e), as of the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit PlansTime, Buyer Parent shall make available employer-provided benefits under Buyer Employee Benefit Plans health and other employee welfare benefit plans to each Continuing Employee on substantially the 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 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 to apply to a Continuing Employee or their covered dependents who were covered if they did not apply under a similar Seller PLMT plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Buyer Parent shall use commercially reasonable efforts to cause any such successor Buyer 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 Seller Employee 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) Simultaneously herewithWith respect to employee benefit plans of Parent and its Subsidiaries not addressed in Sections (c) or (d) above, Xxxxx X. Xxxxxxx, III, Xxxxxx X. Xxxx, Xxxx X. Xxxxxx Parent and W. Xxxxxxx Xxxxx its Subsidiaries shall enter 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 offer letters account for purposes of eligibility and separation agreements vesting (collectivelybut not benefit accrual) (except that there shall not be any benefit accrual for past service under any qualified defined benefit pension plan), the “Officer Service Agreements”)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 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 vacation 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) Seller shall use Continuing Employees, and any employees of PLMT or its reasonable best efforts to Subsidiaries who are (i) terminated involuntarily other than for cause each holder at the Effective Time, or who do not have employment or change of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated control or agreements that include severance payments or severance agreements as of the date hereof 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 form greater of Exhibit B pursuant 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 which he 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 she agrees 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 cancel his or her outstanding Seller Options as of 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 exchange for a onethis Section 7.8(e) shall be deemed to limit or modify the at-time cash payment as set forth in Section 2.4 will employment policy 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 PLMT 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 AgreementParent or their respective Subsidiaries. (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 third-party or other beneficiary of this AgreementSection 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 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 arrangement7.10. (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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at Following the Effective Time, remain except as contemplated by this Agreement, Buyer shall provide generally to officers and employees (as a group) who are actively employed by a Target Entity on the Closing Date (“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 (other than to any Covered Employee who is party to individual agreements or become employees of First Bankletters that entitle such person to different severance or termination benefits); 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 position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Covered Employee shall be eligible to participate in First Bank’s existing benefit plans with full credit for prior service with First Bank for purposes any closed or frozen plan of eligibility and vestingany Buyer Entity. To Until such time as Buyer shall cause the extent that any First Bank plans are terminated, Buyer agrees that Buyer will transition employees of First Bank Covered Employees to participate in the comparable Buyer Employee Benefit Plan(s) (if any) in accordance with Section 6.9(c). (c) If after the Effective Time Buyer elects to transition employees of First Bank to applicable Buyer Employee Benefit Plans, the continued participation of the Covered Employees in the Target Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer’s Employee Benefit Plans may commence at different times with respect to each of Buyer’s Employee Benefit Plans). For purposes of participation, vesting and benefit accrual under Buyer’s Employee Benefit Plans, the service of the Covered Employees prior to the Effective Time shall be treated as service with a Buyer Entity participating in such employee benefit plans, to the same extent that such service was recognized by the Target Entities for purposes of a similar benefit plan; provided, that such recognition of service shall make available employernot (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-provided benefits situated employees of Buyer Entities who receive prior service credit under other Buyer Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or State Bank employees. With do not receive credit for prior service, (y) that is frozen, either with respect to Buyer Employee Benefit Plans providing health coverage, Buyer shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting periodlevel of benefits or participation, or other limitations (z) for purposes of retiree medical benefits or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered level of benefits under a similar Seller defined benefit pension plan. Buyer agrees that where applicable with respect to any group health care plan at maintained by Buyer in which any Covered Employee is eligible to participate, for the plan year in which the Effective Time (or commencement of the Merger. In addition, if any such transition occurs during the middle participation in a plan of a plan yearBuyer Entity) occurs, 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 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 cause each holder provide that any covered expenses incurred on or before the Effective Time by the Covered Employees shall be taken into account for purposes of Seller Options satisfying applicable deductible and maximum out-of-pocket provisions after the Effective Time, to execute 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 deliver 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 Stock Option Cash-Out Agreement dated as “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) To the extent requested by Buyer in a writing delivered to Target following the date hereof in and prior to the form Closing Date, the Target Entities shall take all necessary action (including without limitation the adoption of Exhibit B pursuant resolutions and plan amendments and the delivery of any required notices) 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 Agreementterminate, 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 no later than immediately prior to the Effective TimeClosing Date, any Target Benefit Plan (as elected by Buyer) in 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 form meaning of Exhibit A. (gSection 4975(e)(7) Simultaneously herewith, each of the directors Internal Revenue Code (an “ESOP”). Target shall provide Buyer with a copy of the resolutions, plan amendments, notices and executive officers other documents prepared to effectuate the termination of Seller the 401(k) Plans and First Bank shall have entered into ESOP in advance and give Buyer a Claims Letter reasonable opportunity to comment on such documents (and which comments shall be effective as of the Effective Time) considered 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 Agreementgood faith), 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 Target shall provide Buyer to Seller, Seller shall with the final board resolutions evidencing that the 401(k) 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, amendment, the Covered Employees shall be permitted to roll any eligible rollover distributions (excluding loans) into a Buyer Entity cash or other appropriate modification deferred arrangement within the meaning of each Seller Benefit Plan as specified Section 401(k) of the Code. (d) To the extent requested 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 writing delivered to Target following the date which immediately precedes hereof and no later than 60 days prior to the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended 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 be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. freeze for all purposes (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”other than as prohibited by ERISA), effective as of the date which no later than immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect (i) the Retirement Plan for Employees of BancTrust Financial Group, Inc. and any other tax-qualified defined benefit retirement plan maintained by the Target Entities (the “Target Pension Plan”) and (ii) the supplemental retirement plans of the Target Entities applicable to employees and directors and any related agreements. Target shall provide Buyer 401(k) Planwith a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(d), as those terms are defined under ERISA Section 3(14) applicable, and Code Section 4975(e)(2give Target a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), respectively, or whose Seller 401(k) Plan participant loan, if rolled over to the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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 ClosingClosing 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 Buyer 401(k) Director Plan and related trust agreement to allow participation in be terminated, contingent upon the Buyer 401(k) Plan by employees occurrence of the Seller Entities 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 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 (subject 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 any eligibility requirements under effectuate the Buyer 401(k) Planactions contemplated by this Section 7.8(e), including 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 amendment of Closing Date, Target shall provide Buyer with the final documentation evidencing that the Director Plan (and any plan document and/or adoption agreement for the Buyer 401(krequired to be aggregated with it) Planhas been terminated, as if applicable. (kf) Within 10 days following Without limiting the date 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 Covered Employee, current or 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 be deemed to (i) establish, amend, or modify any Target Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, agreement or arrangement maintained or sponsored by Buyer, Target or any of their respective Affiliates; (ii) alter or limit the ability of Buyer or any Buyer Subsidiaries (including, after the Closing Date, the boards of directors of Seller and First Bank will approveTarget Entities) to amend, and modify or terminate any Target Benefit Plan, employment agreement or any other benefit or employment plan, program, agreement or arrangement after the applicable participants will execute Closing Date; or (if applicableiii) confer upon any current or former employee, officer, director or consultant, any right to employment or continued employment or continued service with the Buyer or any Buyer Subsidiaries (including, following the Closing Date, the Target Entities), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price)or constitute or create an employment agreement with any employee. (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at Following the Effective Time, remain SBC shall maintain or become cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are full-time active employees of First BankProfessional and/or its subsidiaries on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of SBC or its Subsidiaries, as applicable; provided, however, that 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 retention arrangements or equity compensation when determining whether employee benefits are substantially comparable. SBC shall give the employees Covered Employees full credit for their prior service with Professional and its Subsidiaries (i) for purposes of the Seller Entities be officers of Buyer eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified 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 position non-qualified employee benefit plan maintained by the board of directors of Buyer or State Bank SBC and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreementwhich Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, the Officer Service Agreements or any subsequent agreement entered into between State Bank vacation plans and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreementsimilar arrangements maintained by SBC. (b) As 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 subject to Sections 6.9(i(ii) through recognize any health, dental, vision or other welfare expenses incurred by such Covered Employee in the year that includes the Closing Date (l) of this Agreement and applicable authority to unilaterally amendor, from time to timeif later, or terminate First Bank’s existing benefit plans, each Continuing the year in which such Covered Employee shall be is first eligible to participate in First Bank’s existing benefit plans with full credit for prior service with First Bank participate) for purposes of eligibility any applicable deductible and vesting. To the extent that any First Bank plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 expense requirements under any such successor plan for any deductiblehealth, co-payment and dental, vision or 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 datewelfare plan. (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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (lc) Prior to the Effective Time, First Bank Professional shall take all actions requested by SBC that may be necessary or appropriate to (i) cause Professional’s 401(k) Plan, and each individual that one or more of the Professional Benefits Plans to terminate as of the Effective Time, or as of the date immediately preceding the Effective Time, (ii) cause benefit accruals and entitlements under any Professional Benefit Plan to cease as of the 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, notices, or other documents issued, adopted or executed in connection with the implementation of this Section 4.14(c) shall be subject to SBC’s reasonable prior review and approval, which shall not be unreasonably withheld, conditioned, or delayed. (d) Nothing in this Section 4.14 shall be construed to limit the right of SBC or any of its Subsidiaries (including, following the Closing Date, Professional) to amend or terminate any Professional 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, 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 its Subsidiaries other than (i) “for cause” or (ii) as a party result of death, disability or unsatisfactory job performance, then SBC shall pay severance to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute such Covered Employee in an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations amount as set forth in the SERP Amendmentsseverance policies set forth in Section 4.14(e)(i) of the 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 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 Seacoast Disclosure Letter. (f) At or before the Closing, Professional shall make the payments set forth on Section 4.14(f) of the Company Disclosure Letter.

Employee Benefits and Contracts. (a) All persons Persons who are employees of the Seller ASBB Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective TimeTime or the effective time of the Bank Merger, remain or as applicable, become employees of First Buyer or Buyer Bank; provided, however, that in no event as applicable. Buyer and Buyer Bank shall any honor all ASBB 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 of with such agreements are Continuing Employees or receive new agreements with Buyer. Buyer and Buyer Bank shall honor 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 position by the board of directors of Buyer or State Bank and Change in accordance with the bylaws of Buyer or State BankControl Severance Plan. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all All of the Continuing Employees shall be employees employed at will 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 subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit 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 First Bankeach of Buyer’s existing benefit plans Employee Benefit Plans with full credit for prior service with First Bank ASBB solely for purposes of eligibility and vesting. To the extent that any First Bank plans 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) If after As of the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit PlansTime, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or State 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 Seller 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 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 ASBB Employee Benefit Plan during that plan year prior to the transition effective date. (d) Simultaneously herewith. Notwithstanding the foregoing, 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 cause each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated as in lieu 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 Agreementsame, 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (j) Notwithstanding Section 6.9(i), (i) prior to the Closing, Sellercontinue ASBB’s board of directors shall adopt resolutions terminating the First Bank of Georgia 401(k) Plan (the “Seller 401(k) Plan”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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) health and other 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA or other applicable Law. Buyer shall cause employee welfare benefit plans for 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 as in effect immediately prior to the Closing, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at Following the Effective Time, remain or become except as contemplated by this Agreement, Xxxxxxx shall provide generally to officers and employees (as a group) who are actively employed by a Southwest Entity on the Closing Date (“Covered Employees”) while employed by Xxxxxxx following the Closing Date employee benefits under Employee 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, however, that 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 Xxxxxxx shall cause the Covered Employees to participate in the applicable Xxxxxxx Employee Benefit Plans, the continued participation of the Covered Employees in the Southwest Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Xxxxxxx’ Employee Benefit Plans may commence at different times with respect to each of Xxxxxxx’ Employee Benefit Plans). For purposes of determining eligibility to participate and vesting under Xxxxxxx’ Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under Xxxxxxx’ paid time off program, the service of the Covered Employees with a Southwest Entity prior to the Effective Time shall be treated as service with a Xxxxxxx Entity participating in such employee benefit plans, to the same extent that such service was recognized by the 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 situated employees of the Seller Simmons Entities be officers do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of Buyer benefits or State Bankparticipation, or have (z) for purposes of retiree medical benefits or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by the board level of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreementbenefits under a defined benefit pension plan. (b) As 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 Southwest Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Internal Revenue Code Section 401(k) (a “401(k) Plan”). Southwest shall provide Xxxxxxx with a copy of the Effective Timeresolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans in advance and give Xxxxxxx a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans are terminated, Buyer agrees that Buyer will transition employees of First Bank to the comparable Buyer Employee Benefit Plan(sClosing Date, Southwest shall provide Xxxxxxx with the final documentation evidencing that the 401(k) (if any) in accordance with Section 6.9(c)Plans have been terminated. (c) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 Upon request by a Continuing Employee respecting his or her participation Xxxxxxx in the corresponding Seller Employee Benefit Plan during that plan year writing prior to the transition 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 dateupon 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, Southwest shall provide Xxxxxxx with the final documentation evidencing that the actions contemplated herein have been effectuated. (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 provisions of this Section 7.8 are solely for the “Officer Service Agreements”). (e) Seller shall use its reasonable best efforts to cause each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated as benefit 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 Covered Employee, current or former employee or any other individual associated therewith shall have be regarded for any right or other entitlement to enforce any provision purpose as a third-party beneficiary of this Agreement or seek any remedy in connection with Agreement. In no event shall the terms of this Agreement: (i) establish, except amend, or modify any Southwest Benefit Plan or any “employee benefit plan” as may be expressly set forth defined in Section 6.11. No provision 3(3) 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 arrangementERISA, or any provision other benefit plan, program, agreement or arrangement maintained or sponsored by Xxxxxxx, Southwest or any 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), respective Affiliates; (ii) prior to alter or limit the Seller 401(k) Plan’s termination under “ability of Xxxxxxx or any Xxxxxxx Subsidiaries (i),” immediately aboveincluding, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 401(kSouthwest Entities) to amend, modify or terminate any Southwest Benefit Plan, as those terms are defined under ERISA Section 3(14employment agreement or any other benefit or employment plan, program, agreement or arrangement after the Closing Date; or (iii) and Code Section 4975(e)(2)confer upon any current or former employee, respectivelyofficer, director or whose Seller 401(k) Plan participant loanconsultant, if rolled over any right to employment or continued employment or continued service with Xxxxxxx or any Xxxxxxx Subsidiaries (including, following the Buyer 401(k) PlanClosing Date, (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 4975the Southwest Entities), or (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 thereunderconstitute or create an employment agreement with any employee, or interfere with or restrict in any other applicable provision way the rights of the CodeSurviving Corporation, ERISA Southwest, Xxxxxxx or other applicable Law. Buyer shall cause each Continuing Employee any Subsidiary or Affiliate thereof to receive full credit discharge or terminate the services of any employee, officer, director or consultant of Southwest or any of its Subsidiaries or affiliates at any time for all service any reason whatsoever, with the Seller and First Bank under the Buyer 401(k) Plan for purposes of eligibility and vesting. At or prior to the Closing, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicablewithout cause. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are Following the Effective Time, CFB shall either (i) continue to provide to officers and employees of the Seller First Deposit Entities employee benefits under First Deposit's existing employee benefit and welfare plans or, (ii) if CFB shall determine to provide to officers and employees of the First Deposit Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the First Deposit Entities employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as 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 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 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 Effective Time Time, are participants in one or more employee welfare benefit plans maintained by the First Deposit Entities, CFB shall cause each comparable 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 application of any pre-existing condition limitation, and whose employment is not terminatedto provide 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, at that overlaps with the then current plan year for each such substituted employee welfare benefit plans. CFB 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 8.13 of the First Deposit Disclosure Memorandum to CFB between any First Deposit Entity and any current or prior to former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time (a “Continuing Employee”) shall, at under 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 position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this AgreementDeposit Benefit Plans. (b) As CFB shall honor the terms of the Effective Timeexisting Employment Agreements by and between First Deposit, Alpha A Xxxxxx, Jr., J. Xxxxx Xxxxxxx, Xxxx X. Xxxx, Xxxxxxxx Xxxx and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans 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)Xxxxxxx Xxxxxx. (c) If First Deposit shall take all appropriate action to amend and restate the ESOP as a tax-qualified profit sharing plan that may invest up to one hundred percent (100%) of its assets in employer securities, within the 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 then immediately terminate the amended and restated profit sharing plan, with both the amendment and restatement and the termination effective, in the order prescribed, immediately after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or State Bank employeesTime. 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, 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 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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual Deposit shall effect such amendments to the ESOP loan documents so that is a party to a First Bank the actions contemplated by this Section 8.13(c) are not inconsistent with any of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent mergerprovisions of such loan documents, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendmentsso amended.

Employee Benefits and Contracts. (a) All persons 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 employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, actively employed by a Bryn Mawr Entity at or prior to the Effective Time (a “Continuing EmployeeCovered Employees”) shallwhile employed by WSFS following the Closing Date employee benefits under WSFS Benefit Plans, at on terms and conditions which are, in the Effective Timeaggregate, remain or become employees of First Banksubstantially comparable to those provided by WSFS Entities to their similarly situated employees; provided, however, that 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 WSFS shall cause the Covered Employees to participate in the applicable WSFS Benefit Plans, the continued participation of the Covered Employees in the Bryn Mawr Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in WSFS Benefit Plans may commence at different times with respect to each of WSFS Benefit Plans). For purposes of determining eligibility to participate and vesting under WSFS Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under WSFS’s paid time off program, the service of the Covered Employees with a Bryn Mawr Entity prior to the Effective Time shall be treated as service with a WSFS Entity participating in such WSFS Benefit Plans, to the same extent that such service was recognized by the 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 the Seller WSFS Entities be officers do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of Buyer benefits or State Bankparticipation, or have (z) for purposes of retiree medical benefits or exercise 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 (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 (to the extent permitted by the applicable carrier) to (i) waive any power preexisting condition limitations to the extent such conditions were covered under the applicable life, disability, medical, dental or duty conferred upon such an officerhealth plans of the Bryn Mawr Entities, unless (ii) provide credit under medical, dental and until duly elected 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 appointed evidence of insurability requirement that would otherwise be applicable to such position 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. (c) Bryn Mawr shall, effective no later than 90 days prior to the anticipated Closing Date, take all necessary and appropriate actions, including any plan amendment, loan policy amendment and communications to participants, to provide that no further participant loans may be taken from any Bryn Mawr Benefit Plan that is defined contribution plan with a 401(k) feature (the “Bryn Mawr 401(k) Plan”). The form and substance of the amendments, documents and notices effecting such action shall 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 such amendments, documents and notices and shall fully comply with such amendments, documents 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 the Bryn Mawr 401(k) Plan to terminate the Bryn Mawr 401(k) Plan as of the 401(k) Plan Termination Date. The form and substance of such resolutions and any necessary amendments shall 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 copy of such resolutions and any necessary amendments as soon as practicable following their adoption by the board of directors of Buyer or State Bank Bryn Mawr and in accordance shall fully comply with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank such resolutions and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 Seller Employee Benefit Plan during that plan year prior to the transition effective datenecessary amendments. (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 (collectivelyUpon request by WSFS in writing prior to the Closing Date, the “Officer Service Agreements”Bryn Mawr Entities shall cooperate in good faith with WSFS prior to the Closing Date to amend, freeze, terminate or modify any other Bryn Mawr 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) and consistent with applicable Law. Bryn Mawr shall provide 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 WSFS a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Bryn Mawr shall provide WSFS with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) Seller shall use its reasonable best efforts to cause each holder Without limiting the generality of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated as of the date hereof Section 10.4, nothing 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 this Agreement, subject expressed or implied, is intended to applicable withholding; providedconfer upon any Person, howeverincluding any current or former employee, that Stock Option Cash-Out Agreements from officer, director or consultant of Bryn Mawr or any holders of Seller Options that are not directors its Subsidiaries or executive officers of Seller may be sought following the execution Affiliates, any rights, remedies, obligations, or liabilities under or by reason of this Agreement. Simultaneously herewithIn no event shall the terms of this Agreement: (i) establish, each amend, or modify any Bryn Mawr Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, agreement or arrangement maintained or sponsored by WSFS, Bryn Mawr or any of their respective Affiliates, (ii) alter or limit the ability of Surviving Corporation, WSFS or any of their Subsidiaries or Affiliates to amend, modify or terminate any Bryn Mawr Benefit Plan, employment agreement or any other benefit or employment plan, program, agreement or arrangement after the Closing Date, or (iii) confer upon any current or former employee, officer, director or 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 WSFS Subsidiaries, the 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 directors and executive officers Surviving Corporation, Bryn Mawr, WSFS or any Subsidiary or Affiliate thereof to discharge or terminate the services of Seller that hold Seller Options shall have entered into a Stock Option Cash-Out Agreementany employee, officer, director or consultant of Bryn Mawr or any of its Subsidiaries or Affiliates at any time for any reason whatsoever, with or without cause. (f) Simultaneously herewithOn the Closing Date, each Bryn Mawr shall provide WSFS with a list of employees who have suffered an “employment loss” (as defined in the directors of Seller and First Bank shall have entered into a Non-Compete Agreement (which shall be effective as of the Effective TimeWARN Act) in the form 90 days preceding the Closing Date or had a reduction in hours of Exhibit A.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. (g) Simultaneously herewithTo the extent any payments or benefits made with respect to, each 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 directors and executive officers 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 Seller and First Bank shall have entered into a Claims Letter (and which shall be effective as Section 280G(b)(1) of the Effective Time) in the form of Exhibit D.Internal Revenue Code. (h) No officer, employee, or other Person (other than The parties shall perform 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 actions set forth in on 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 7.8 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balancesBryn Mawr’s and WSFS’s Disclosure Memorandum. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons 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), Veritex shall, or shall cause the Surviving Corporation to, provide to employees who are employees of the Seller Entities employed by a Green Entity immediately prior to the Effective Time and whose employment is not terminated, if any, at who continue to be employed by Veritex or prior to the Surviving Corporation immediately following the Effective Time (a “Continuing EmployeeCovered Employees”) shallwith employee benefits under Veritex Benefit Plans, at on terms and conditions which are, in the Effective Timeaggregate, remain substantially comparable to those provided by Veritex Entities to their similarly situated employees, including severance benefits (other than to any Covered Employee who is party to individual agreements or become employees of First Bankletters 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 Veritex Entity to the extent such plan is closed or frozen as of the employees 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 Seller Entities applicable Green Benefit Plans for fiscal year 2018, to the extent not paid as of Closing, to 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 position by the board of directors of Buyer or State Bank and paid in accordance with the bylaws terms of Buyer or State Banksuch applicable Green Benefit Plan. Except Until such time as otherwise provided Veritex shall cause the Covered Employees to participate in this Agreementthe applicable Veritex Benefit Plans, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all continued participation of the Continuing Covered Employees in the Green Benefit Plans shall be employees at will and no contractual right deemed to employment shall inure to such employees because satisfy the foregoing provisions of this Agreementclause (it being understood that participation in Veritex Benefit Plans may commence at different times with respect to each of Veritex Benefit Plans). For purposes of determining eligibility to participate and vesting under Veritex Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under Veritex’s paid time off program, the service of the Covered Employees with a Green Entity prior to the Effective Time shall be treated as service with a Veritex Entity participating in such Veritex Benefit Plans, to the same extent that such service was recognized by the 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 Veritex has not previously provided such recognition of service to similarly situated acquired employees in 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. (b) As of From and after the Effective Time, and subject to Sections 6.9(i) through (l) without limiting the generality of this Agreement and applicable authority to unilaterally amendSection 7.8(a), from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans respect to each Continuing Covered Employee on the same basis as it provides such coverage to Buyer or State Bank employees. With respect to Buyer Employee Benefit Plans providing health coverage, Buyer (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 (collectively, the "Veritex Welfare Benefit Plans") (to the extent permitted by the applicable carrier) to (i) waive any pre-existing condition, eligibility waiting period, or other preexisting condition limitations or exclusions otherwise applicable under to the extent such plans to new employees not to apply to a Continuing Employee or their covered dependents who conditions were covered under a similar Seller an analogous plan at the Effective Time of the Merger. In additionGreen Entities, if any such transition occurs during (ii) provide credit under the middle of a plan year, Buyer shall use commercially reasonable efforts to cause any such successor Buyer Employee applicable Veritex Welfare Benefit Plan providing health coverage to give credit towards satisfaction of for any annual deductible limitation deductibles, co-payment and out-of-pocket maximum applied expenses incurred by the Covered Employees (and their beneficiaries) under such successor an analogous plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in of the corresponding Seller Employee Benefit Plan Green Entities prior to the Effective Time during that 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 transition effective dateEffective 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. (dc) 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 If requested by Veritex in a writing delivered to cause each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated as of Green following 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 later than 10 days’ notice ten Business Days prior to the Closing Date from Buyer 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 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 Plansterminate, effective as of no later than the date which immediately precedes day before the Closing Date. Upon such actionDate and contingent upon the occurrence of the Closing, participants in such applicable Seller any Green Benefit Plans Plan that are Seller ERISA Plans which are is intended to be constitute a tax-qualified defined contribution plan under Section 401(a) of the Internal Revenue Code shall be 100% vested in their account balances. (j) Notwithstanding with a cash or deferred feature under 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 of the Internal Revenue Code (the a “Seller 401(k) Plan”). Green shall provide Veritex with an advance copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans and give Veritex a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Green shall provide Veritex with the final documentation evidencing that the 401(k) 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 which immediately precedes such plan is terminated and who elects such direct rollover in accordance with the date which includes terms of such 401(k) Plan and the Effective Time (Internal Revenue Code. Veritex and Green shall cooperate in good faith to take commercially reasonable actions needed, except as would endanger the “Termination Date”), (ii) prior to qualified status of the Seller Veritex 401(k) Plan’s termination , to permit each Green employee with an outstanding loan balance under “(i),” immediately aboveterminated 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, Seller shall adopt all amendments, including amendments pending the distribution and restatements, in-kind rollover of each document the promissory notes evidencing such loans from the Seller terminated 401(k) Plan to the Veritex 401(k) Plan, as may be necessary provided in the preceding sentence, such as to maintain prevent, to the Seller 401(kextent reasonably possible, a deemed distribution or loan offset with respect to such outstanding loans. (d) Plan’s Subject to compliance with Code Section 401(a7.8(a), upon request by Veritex in writing prior to the Closing Date, the Green Entities shall cooperate in good faith with Veritex prior to the Closing Date to amend, freeze, terminate or modify any other Green Benefit Plan to the extent and in the manner determined by Veritex effective upon the Closing Date (or at such different time mutually agreed to by the parties) and other consistent with applicable provisions Law. Green shall provide Veritex with a copy of the Code pursuant resolutions, plan amendments, notices and other documents prepared to such terminationeffectuate the actions contemplated by this Section 7.8(d), as applicable, and give Green a reasonable opportunity to comment on such documents (iiiwhich comments shall be considered in good faith), and prior to the Closing Date, Green shall provide Veritex with the final documentation evidencing that the actions contemplated herein have been effectuated. (e) as The parties hereto acknowledge and agree that all provisions contained in this Section 7.8 are included for the sole benefit of the Termination Dateparties hereto and that nothing in this Section 7.8, Seller expressed or implied, is intended to confer upon any Person, including any current or former employee, officer, director or consultant of Green or any of its Subsidiaries or affiliates, any third-party beneficiary or other rights under or by reason of this Section 7.8. In no event shall proceed with implementing the process terms of distributing this Section 7.8: (i) establish, amend, or modify any Green Benefit Plan, Veritex Benefit Plan or any other benefit plan, program, agreement or arrangement maintained or sponsored by Veritex, Green or any of their respective Affiliates; (ii) alter or limit the Seller 401(k) ability of Surviving Corporation, Veritex or any of their Subsidiaries or affiliates to amend, modify or terminate any Green Benefit 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 the Buyer’s 401(k) Plan; provided, howeveremployment agreement or any other benefit or employment plan, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” program, agreement or “disqualified persons” as of or arrangement after the Closing Date; or (iii) confer upon any current or former employee, officer, director or consultant of Green or any of its Subsidiaries or affiliates, any right to employment or continued employment or continued service with Veritex or any Veritex Subsidiaries, the Surviving Corporation or the Green Entities, or constitute or create an employment agreement with any employee, or interfere with or restrict in respect any way the rights of the Buyer 401(k) PlanSurviving Corporation, as those terms are defined under ERISA Section 3(14) and Code Section 4975(e)(2)Green, respectively, or whose Seller 401(k) Plan participant loan, if rolled over to the Buyer 401(k) Plan, (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 (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, Veritex or any other applicable provision Subsidiary or Affiliate thereof to discharge or terminate the services of the Codeany employee, ERISA officer, director or other applicable Law. Buyer shall cause each Continuing Employee to receive full credit consultant of Green or any of its Subsidiaries or affiliates at any time for all service any reason whatsoever, with the Seller and First Bank under the Buyer 401(k) Plan for purposes of eligibility and vesting. At or prior to the Closing, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicablewithout cause. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to Except as contemplated by this Agreement, from and after the Effective Time and whose employment is not terminatedwhile employed by Xxxxxxx, if any, at or prior Xxxxxxx shall provide to the Effective Time officers and employees actively employed by a First Texas Entity on the Closing Date (a “Continuing EmployeeCovered Employees”) shall, at the Effective Time, remain or become employee benefits under Simmons’ Employee Benefit Plans that are 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, however, that 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 the Covered Employees commence participation in the applicable Employee Benefit Plans of Simmons, the Covered Employees’ continued participation in a comparable First Texas Benefit Plan shall be deemed to satisfy the foregoing provisions of this Section 7.8 (it being understood that participation in Simmons’ Employee Benefit Plans may commence at different times with respect to each of Simmons’ Employee Benefit Plans). For purposes of determining a Covered Employee’s eligibility to participate in, and vesting under, Simmons’ Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under Simmons’ paid time off program, each Covered Employee’s service with a First Texas Entity prior to the Effective Time shall be treated as service by such Covered Employee with a Simmons Entity, to the same extent that such service was recognized by the First Texas Entities for purposes of a 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 or arrangement (x) under which similarly-situated employees of the Seller Simmons Entities be officers do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of Buyer benefits or State Bankparticipation, or have (z) for purposes of retiree medical benefits or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by the board level of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreementbenefits under a defined benefit pension plan. (b) As of the Effective Time, and subject If requested by Simmons in a writing delivered to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 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 cause each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated as of Texas following 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. at least ten (f10) 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 days prior to the Closing Date from Buyer Date, the applicable First Texas Entities shall use commercially reasonably efforts (including the adoption of resolutions and amendments to Sellerany plan documents, Seller shall cause and the termination, amendment, or other appropriate modification delivery 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 Plansrequired notices) to terminate, effective as of the date which immediately precedes no later than at least one day before the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (j) Notwithstanding Section 6.9(i), (i) prior to Date and contingent upon the Closing, Seller’s board of directors shall adopt resolutions terminating the First Bank of Georgia Texas BHC, Inc. 401(k) Plan (the “Seller 401(k) Plan”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 First Texas 401(k) Plan”) and the ESOP. First Texas shall provide Simmons with a reasonable opportunity to accept rollovers (x) review a copy of distributions the resolutions, plan amendments, notices and participant loans from other documents prepared to effectuate the Seller termination of the First Texas 401(k) Plan and ESOP and (y) comment on such documents (which comments shall be considered by Simmons in good faith), and prior to the Seller Closing Date, First Texas shall provide Simmons with documentation evidencing that the First Texas 401(k) Plan and ESOP have been terminated in accordance with this Section. With respect to the terminated ESOP and First Texas 401(k) Plan’s participants who are eligible , the parties agree to become participants in submit an “Application for Determination for Terminating Plan” for the Buyer’s 401(k) Plan; provided, however, that ESOP and the Buyer First Texas 401(k) Plan with the IRS. (c) Upon request by Simmons in writing at least ten (10) days prior to the Closing Date, the First Texas Entities shall not accept rollovers of participant loans from Seller 401(kcooperate in good faith with Simmons to amend, freeze, terminate or modify any other First Texas Benefit Plan to the extent and in the manner (i) Plan participant-borrowers that are reasonably determined by Simmons in consultation in good faith with the First 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. First Texas shall provide 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(c), as applicable, and (y) comment on such documents (which comments shall be considered by Simmons in good faith), and on or prior to the Closing Date, First Texas shall provide Simmons with documentation evidencing that the actions contemplated herein have been effectuated. (d) The provisions of this Section 7.8 are solely for the benefit of the Parties to this Agreement, and no Covered Employee, current or 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 First Texas Benefit Plan or any “parties in interest” or “disqualified personsemployee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, agreement or arrangement maintained or sponsored by Xxxxxxx, First Texas or any of their respective Affiliates; (ii) alter or limit the ability of Simmons or any Simmons Subsidiaries (including, after the Closing Date, in respect of the Buyer 401(kFirst Texas Entities) to amend, modify or terminate any First Texas Benefit Plan, as those terms are defined under ERISA Section 3(14employment agreement or any other benefit or employment plan, program, agreement or arrangement after the Closing Date; or (iii) and Code Section 4975(e)(2)confer upon any current or former employee, respectivelyofficer, director or whose Seller 401(k) Plan participant loanconsultant, if rolled over any right to employment or continued employment or continued service with Simmons or any Simmons Subsidiaries (including, following the Buyer 401(k) PlanClosing Date, (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 4975the First Texas Entities), or (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 thereunderconstitute or create an employment agreement with any employee, or interfere with or restrict in any other applicable provision way the rights of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective TimeSurviving Corporation, First Bank and each individual that is a party Texas, Simmons or any Subsidiary or Affiliate thereof to a First Bank discharge or terminate the services of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent mergerany employee, consolidation officer, director or similar business combination consultant of First Bank and State BankTexas or any of its Subsidiaries or affiliates at any time for any reason whatsoever, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendmentswith or without cause.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, remain or become employees of First BankCommunity; provided, however, that in no event shall any of the employees of the Seller Entities be officers of Buyer or State BankFirst 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 Board of directors Directors of Buyer or State Bank First Community and in accordance with the bylaws of Buyer or State BankFirst Community. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all All of the Continuing Employees shall be employees 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 this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in First Bankeach of Buyer’s existing benefit plans Employee Benefit Plans with full credit for prior service with First Bank Seller solely for purposes of eligibility and vesting. To the extent that any First Bank plans 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) If after As of the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit PlansTime, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or State Bank First Community 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, 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 Seller Employee Benefit Plan during that plan year prior to the transition effective date. (d) Simultaneously herewith, Xxxxx or prior to the Merger, J. Xxxxxxxx Xxxxxx, Xxxx X. XxxxxxxXxxxxx, IIIXxx X. Xxxxx, Xxxxxx X. Xxxx, XX, and Xxxxx X. Xxxx X. Xxxxxx and W. Xxxxxxx Xxxxx (each, an “Executive Officer”) shall enter into offer letters agreements in the forms of Exhibits X-0, X-0, X-0, X-0, X-0, X-0, X-0, and separation agreements B-8, respectively (collectively, 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 a Stock an Option Cash-Out Agreement dated as of the date hereof in the form of Exhibit B 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 as set forth in Section 2.4 an amount equal to (i) the number of Seller Options he or she currently holds, times (ii) the Agreement, subject to applicable withholdingdifferential between the exercise price of his or her Seller Options and $11.00; provided, however, that Stock Option Cash-Out Agreements from any holders of Seller Options that are not directors or executive officers 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 Executive Officers of Seller or the Bank that hold Seller Options shall have entered into a Stock an Option Cash-Out Agreement. (fg) Simultaneously herewith, Seller shall use its reasonable best efforts to cause each of the Seller’s directors of Seller to execute and First Bank shall have entered into deliver a Non-Compete Agreement (which shall be effective dated 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 date hereof (and which shall be effective as of the Effective Time) in the form of Exhibit D.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 this Agreement, except as may be expressly set forth in Section 6.117.11. 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Independence Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, remain or become employees of First BankReliance; provided, however, that in no event shall any of the employees of the Seller Independence Entities be officers of Buyer Parent or State BankFirst Reliance, 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 Parent or State Bank First Reliance and in accordance with the bylaws of Buyer Parent or State BankFirst Reliance. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all All of the Continuing Employees shall be employees employed at the will of First Reliance, and no contractual right to employment shall inure to such employees because of this Agreement except as may be otherwise expressly set forth in this Agreement. First Reliance shall make a severance payment to each Continuing Employee who is terminated by First Reliance or First Reliance Bank without cause within the one (1) month period following the Effective Time in an amount equal to one and one-half (1 ½) weeks of such Continuing Employee’s base salary for each year of credited service, subject to a minimum payment of four (4) weeks of such Continuing Employee’s base salary. The receipt of severance pursuant to this Section 7.8(a) by any Continuing Employee shall be subject to the execution and delivery by such Continuing Employee of release and non-solicitation agreements proposed by First Reliance. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in First Bankeach of Parent’s existing benefit plans Employee Benefit Plans with full credit for prior service with First Bank Independence solely for purposes of eligibility and vesting. To the extent that any First Bank plans 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) If after As of the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit PlansTime, Buyer Parent shall make available employer-provided benefits under Buyer Parent Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer Parent or State Bank First Reliance employees. With respect to Buyer Parent Employee Benefit Plans providing health coverage, Buyer 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 Seller Independence plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Buyer Parent shall use commercially reasonable efforts to cause any such successor Buyer 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 Employee. respecting his or her participation in the corresponding Seller Independence 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 the Chief Executive Officer of Independence shall enter into offer letters and separation agreements (collectively, the “Officer Service Agreements”). (e) Seller shall use its reasonable best efforts to cause each holder of Seller Options to execute and deliver a Stock Option Cash-Out to Parent an Amendment of Employment 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.B. (e) Simultaneously herewith, the Retail Banking Director of Independence Bank shall enter into and deliver to Parent an Employment 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, each of Independence’s and Independence Bank’s executive officers and directors (except for those set forth in Section 7.8(f) of the Independence Disclosure Memorandum, who shall each enter into 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 D) 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. (g) Simultaneously herewith, each of Independence’s and Independence Bank’s executive officers and directors (except for those set forth in Section 7.8(g) of the Independence Disclosure Memorandum) 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 Independence Common Stock in favor of this Agreement and the transactions contemplated hereby. (h) Simultaneously herewith, the Chairman of the board of directors of Independence shall enter into and deliver to Parent a Waiver and Release dated as of the date hereof (and which shall be effective as of the Effective Time) in the form of Exhibit G pursuant to which he will waive and release any right that he has to payment of fees for service as Chairman of the board of directors. (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 6.117.9. 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. (j) Other than Section 3.4 (Independence Options), no provision of this Agreement (i) 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 arrangementarrangement or (ii) provide any right or entitlements to any employee or other third party. (ik) Upon not less than 10 ten days’ notice prior to the Closing Date from Buyer Parent to SellerIndependence, Seller Independence shall cause the termination, amendment, amendment or other appropriate modification of each Seller Independence Benefit Plan as specified by Buyer in such notice. Buyer may require Parent in such notice such that Seller no Independence Entity shall not sponsor or otherwise have any further Liability or other obligation thereunder in connection with such applicable Seller Independence Benefit Plans, effective as of the date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Independence Benefit Plans that are Seller Independence ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. . With respect to each such Independence Benefit Plan as to which Parent issues such notice and which provides for a “cash or deferred arrangement” pursuant to Code Section 401(k) (jeach, a “401(k) Notwithstanding Section 6.9(iPlan”), (i) prior to the ClosingClosing Date, Seller’s the appropriate board of directors among the Independence Entities shall adopt resolutions terminating the First Bank of Georgia each 401(k) Plan (the “Seller 401(k) Plan”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller each 401(k) Plan’s termination under “(i),” immediately above, Seller Independence shall cause each 401(k) Plan to adopt all amendments, including amendments and restatements, of each document evidencing the Seller each 401(k) Plan, as may be necessary to maintain the Seller each 401(k) Plan’s compliance with Code Section 401(a) and other applicable provisions of the Code pursuant to such termination, and (iii) as of the Termination Date, Seller Independence shall cause each 401(k) Plan to proceed with implementing the process of distributing the Seller each 401(k) Plan’s account balances to participants as their interests appear participants. Parent or Parent Bank shall cause its Employee Benefit Plan which provides for a “cash or deferred arrangement” pursuant to such termination. Buyer shall cause the State Bank & Trust Company Code Section 401(k) Profit Sharing Plan (the “Buyer 401(k) Plan”) to accept direct rollovers of distributions and participant loans from the Seller any 401(k) Plan by the Seller 401(k) Plan’s participants who are eligible to become participants described in the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approvepreceding sentence, and the applicable participants will execute (if applicable), amendments use commercially reasonable efforts to all Seller Benefit Plans that authorize the issuance permit direct rollover of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price)a participant plan loan. (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities Eureka immediately prior to the Effective Time and whose employment is not terminated, if any, terminated at or prior to the Effective Time Time, (each a “Continuing Employee”) shall, at the Effective Time, remain or become employees of First BankNexTier; provided, however, that in no event shall any of the Eureka employees of the Seller Entities be officers of Buyer or State BankNexTier, 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 State Bank and in accordance with the bylaws of Buyer or State BankNexTier. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all All of the Continuing Employees shall be employees 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 to the employee benefit and compensation opportunities that are generally made available to similarly situated employees of NexTier or its Subsidiaries. (b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans sponsored by NexTier or its Subsidiaries providing benefits to any Continuing Employees after the Closing Date (including vacation, paid time-off policies and severance plans), (i) each Continuing Employee shall be entitled to carryover any unused vacation days and (ii) each Continuing Employee shall be credited with his or her years of service with Eureka and its Subsidiaries and their respective predecessors before the Closing Date to the same extent 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 eligible to participate immediately prior to the Closing Date. In addition, and without limiting the generality of the foregoing, (x) 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 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 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 COBRA. (c) Prior to the Effective Time, Eureka shall adopt such Board resolutions and take such other actions as may be necessary to cause the Eureka Bank Retirement Savings Plan to be terminated immediately prior to the Effective Time (the “Plan 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 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, to the 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 (if any) from the Eureka 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 trust or the ESOP Loan documents (if any) (and take any other required action) to (i) direct the ESOP trustee(s) to sell or otherwise dispose of shares of Eureka Common Stock held in the ESOP’s Loan Suspense Account (as defined in the ESOP) and use the proceeds of such sale to repay any outstanding ESOP Loans, (ii) provide for treatment of the shares of Eureka Common Stock held in the 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 subject to Sections 6.9(i(iv) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee provide that no new participants shall be admitted to the ESOP after the Closing Date. The accounts of all participants and beneficiaries in the ESOP as of the Effective Time shall become fully vested as of the Effective Time. Any unallocated shares of Eureka Common Stock held in the ESOP after repayment of the ESOP Loans shall be converted into Merger Consideration and shall be allocated as earnings to the accounts of ESOP participants who have account balances in the ESOP as of the Effective Time based on their account balances under the ESOP as of the Effective Time. NexTier or Eureka shall file or cause to be filed all necessary documents with the IRS for a determination letter for termination of the ESOP. As soon as 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 participate in 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 plans are terminatedprovided by the ESOP, Buyer 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 that Buyer will transition to permit ESOP participants who become employees of First Bank NexTier or its Subsidiaries to roll over their account balances in the ESOP to the comparable Buyer Employee Benefit Plan(s) (if any) in accordance with Section 6.9(c). (c) If 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 Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 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”)Time. (e) Seller Eureka shall use its reasonable best efforts take all actions necessary to cause each holder of Seller Options to execute terminate the Deferred Compensation Arrangements with Xxxxxx Xxxxxxx and deliver a Stock Option Cash-Out Agreement dated as Xxxx Xxxxxx and distribute the benefits under the Deferred Compensation Arrangements in accordance with Section 409A of the date hereof Internal Revenue Code, in each case prior to 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 AgreementClosing. (f) Simultaneously herewith, each One day prior to the Effective Time and subject to the occurrence of the directors 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 Seller Eureka and First Bank shall have entered into a Non-Compete Agreement (which shall be effective as its Subsidiaries and to pay solely such accrued benefit at the time of the Effective Time) in the form of Exhibit A.any benefit payment required under said plan. (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 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 Eureka Disclosure Schedule (collectively, the “Employment Contracts”) or in this Agreement constitutes or to the contrary, no payment shall be deemed made under any Employment Contract or this Agreement (including severance benefits contemplated by Section 7.8(i) and payments made with respect to constitute, any accelerated vesting of Eureka Stock Options and Eureka Restricted Shares) to the extent such would constitute an employee benefit plan “excess parachute payment” (as such term is defined in Section 280G of the Code) or other arrangement, an amendment to the extent such would not be deductible under Section 162(m) of any employee benefit plan or other arrangement, or any provision of any employee benefit plan or other arrangementthe Code. (i) Upon not less Each Eureka employee who is involuntarily terminated by NexTier (other 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(afor cause) of the Code shall be 100% vested in their account balances. within twelve (j12) 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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 months of the Closing Date and who is not covered by a separate employment, severance or change in control agreement shall receive a severance payment equal to two (subject 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 any eligibility requirements under four (4) weeks of base pay and a maximum payment equal to twenty-six (26) weeks of base pay. For purposes of calculating the Buyer 401(k) Plan)number of years of service, including the amendment fractional years of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity service shall be rounded up or down to the nearest full year. For purposes of calculating base pay, Eureka employees who are paid in cash, and equity bonuses earned on an hourly basis shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be deemed to have a base pay equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.employee’s average weekly compensation

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at Following the Effective Time, remain SBC shall maintain or become cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are full-time active employees of First BankProfessional and/or its subsidiaries on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of SBC or its Subsidiaries, as applicable; provided, however, that 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 retention arrangements or equity compensation when determining whether employee benefits are substantially comparable. SBC shall give the employees Covered Employees full credit for their prior service with Professional and its Subsidiaries (i) for purposes of the Seller Entities be officers of Buyer eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified 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 position non-qualified employee benefit plan maintained by the board of directors of Buyer or State Bank SBC and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreementwhich Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, the Officer Service Agreements or any subsequent agreement entered into between State Bank vacation plans and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreementsimilar arrangements maintained by SBC. (b) As 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 subject to Sections 6.9(i(ii) through recognize any health, dental, vision or other welfare expenses incurred by such Covered Employee in the year that includes the Closing Date (l) of this Agreement and applicable authority to unilaterally amendor, from time to timeif later, or terminate First Bank’s existing benefit plans, each Continuing the year in which such Covered Employee shall be is first eligible to participate in First Bank’s existing benefit plans with full credit for prior service with First Bank participate) for purposes of eligibility any applicable deductible and vesting. To the extent that any First Bank plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 expense requirements under any such successor plan for any deductiblehealth, co-payment and dental, vision or 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 datewelfare plan. (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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (lc) Prior to the Effective Time, First Bank Professional shall take all actions requested by SBC that may be necessary or appropriate to (i) cause Professional’s 401(k) Plan, and each individual that one or more of the Professional Benefits Plans to terminate as of the Effective Time, or as of the date immediately preceding the Effective Time, (ii) cause benefit accruals and entitlements under any Professional Benefit Plan to cease as of the 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, notices, or other documents issued, adopted or executed in connection with the implementation of this Section 4.14(c) shall be subject to SBC’s reasonable prior review and approval, which shall not be unreasonably withheld, conditioned, or delayed. (d) Nothing in this Section 4.14 shall be construed to limit the right of SBC or any of its Subsidiaries (including, following the Closing Date, Professional) to amend or terminate any Professional 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, 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 its Subsidiaries other than (i) “for cause” or (ii) as a party result of death, disability or unsatisfactory job performance, then SBC shall pay severance to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute such Covered Employee in an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations amount as set forth in the SERP Amendments.severance policies set forth in

Employee Benefits and Contracts. (a) All persons who are employees of Seller or the Seller Entities Bank immediately prior to the Effective Time and whose employment is not terminated, if any, specifically terminated at or prior to the Effective Time (a collectively, the “Continuing EmployeeEmployees”) shall, at the Effective Time, remain or become employees of First BankBuyer or one of its subsidiaries; provided, however, that in no event shall any of the employees of the Seller Entities be become officers of Buyer or State BankBuyer, or have or exercise acquire any power or duty conferred upon such an officer, unless and in connection with the Merger until duly elected or appointed to such position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bankfollowing the Effective Time. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the The Continuing Employees shall be employees employed at the will of Buyer or 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 this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in First BankBuyer’s existing employee benefit plans with full credit for prior service with First Seller or the Bank for purposes of eligibility eligibility, benefit levels and vesting. To the extent that any First Bank plans 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) If after As of the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit PlansTime, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans 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 or State Bank employees. With respect to Buyer Employee Benefit Plans providing health coverage, Buyer shall use commercially reasonable efforts to cause 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 to apply to a Continuing Employee or their covered dependents who were covered under a similar plan of Seller plan 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 the Merger. In addition, if satisfying 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 applicable deductible limitation and or out-of-pocket maximum applied requirements 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 dateBuyer’s health plan. (d) Simultaneously herewithBuyer 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, Xxxxx X. XxxxxxxBuyer shall or shall cause Bank to honor the Seller Entities’ incentive compensation plans for Continuing Employees for the year ending December 31, III2007. Thereafter, Xxxxxx X. Xxxx, Xxxx X. Xxxxxx and W. Xxxxxxx Xxxxx Continuing Employees shall enter into offer letters and separation agreements (collectively, be eligible to participate in incentive compensation plans of Buyer Entities on the “Officer Service Agreements”)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 bonuses to employees of Seller in amounts 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 holder of Seller Options Seller’s directors to execute and deliver a Stock Option Cash-Out Agreement an agreement dated as of the date hereof in the form of Exhibit B A pursuant to which he or she agrees to cancel will vote 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 shares of Seller Options that are not directors or executive officers of Seller may be sought following the execution Common Stock in favor of this Agreement. Simultaneously herewith, each of Agreement and the directors transactions contemplated hereby 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) director agreement in the form of Exhibit D. (hi) 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 arrangement7.12. (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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons Persons who are employees of the Seller SB Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective TimeTime or the effective time of the Bank Merger, remain or as applicable, become employees of First Buyer or Buyer Bank; provided, however, that in no event as applicable. Buyer and Buyer Bank shall any 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 of the Seller Entities be officers of Buyer with such agreements are Continuing Employees 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 position by the board of directors of Buyer or State Bank and in accordance receive new agreements with the bylaws of Buyer or State BankBuyer. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all All of the Continuing Employees shall be employees employed at will 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 subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit 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 First Bankeach of Buyer’s existing benefit plans applicable Employee Benefit Plans with full credit for prior service with First Bank SB solely for purposes of eligibility and vesting. To the extent that any First Bank plans 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) If after As of the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit PlansTime, Buyer shall make available employer-provided benefits under Buyer Buyer’s applicable Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or State Buyer Bank employees. With respect to Buyer 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 Seller plan 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 Buyer 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 Seller Employee 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) Simultaneously herewithUpon not less than ten (10) days’ notice prior to the Closing Date from Buyer to SB, Xxxxx X. XxxxxxxSB shall cause the termination, IIIamendment, Xxxxxx X. Xxxxor 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, Xxxx X. Xxxxxx and W. Xxxxxxx Xxxxx 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 enter into offer letters and separation agreements (collectively, the “Officer Service Agreements”)be 100% vested in their account balances. (e) Seller shall use 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 Buyer or any of its reasonable best efforts to cause 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 Subsidiaries as of the Effective Time in exchange for a one-time cash payment as set forth in Section 2.4 Time, and whose employment is terminated by Buyer or any of its Subsidiaries prior to the first anniversary of the AgreementEffective Time shall receive, subject to applicable withholdingsuch 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 Stock Option Cashin no event will the total amount of severance for any single Continuing Employee be less than four (4) weeks of such base salary or greater than twenty-Out Agreements from any holders six (26) weeks 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 Agreementsuch base salary. (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 AgreementSection 7.9, 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 6.117.12. No provision of this Agreement constitutes or shall be deemed to constitute, an employee benefit plan Employee Benefit Plan or other arrangement, an amendment of any employee benefit plan Employee Benefit Plan or other arrangement, or any provision of any employee benefit plan Employee Benefit Plan or other arrangement. (ig) Upon not less than 10 days’ notice prior SB shall take all appropriate action to the Closing Date from Buyer to Seller, Seller shall cause the termination, amendment, or other appropriate modification of each Seller terminate any SB Benefit Plan as specified by Buyer in such notice. Buyer may require in such notice that Seller shall not sponsor which provides for a “cash or otherwise have any further Liability or other obligation in connection with such applicable Seller Benefit Plans, effective as of the date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended deferred arrangement” pursuant to be qualified under Code Section 401(a) of the Code shall be 100% vested in their account balances. (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 each, a “Seller 401(k) Plan”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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”) prior 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 the Buyer’s 401(k) PlanClosing Date; provided, however, that Buyer agrees that nothing in this Section 7.9 will require SB to cause the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 401(k) Plan, as those terms are defined under ERISA Section 3(14) final dissolution and Code Section 4975(e)(2), respectivelyliquidation of, or whose Seller 401(k) Plan participant loan, if rolled over to the Buyer 401(k) Plan, amend (a) would cause a failure other than as may be required 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 (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 applicable provision of maintain such plan’s compliance with the Code, ERISA ERISA, 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 ), said plan prior to the Closing, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicableDate. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees For a period of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at one year following the Effective Time, remain except as contemplated by this Agreement, Xxxxx shall, or become shall cause the Surviving Corporation to, provide to employees of First Bankwho are actively employed by a FSB Entity on the Closing Date (“Covered Employees”) while employed by a Xxxxx Entity following the Closing Date employee benefits under Xxxxx Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Xxxxx Entities to their similarly situated employees; provided, however, that 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 Xxxxx shall cause the Covered Employees to participate in the applicable Xxxxx Benefit Plans, the continued participation of the Covered Employees in the FSB Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Xxxxx Benefit Plans may commence at different times with respect to each of Xxxxx Benefit Plans). For purposes of determining eligibility to participate and vesting under Xxxxx Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under Xxxxx’x paid time off program, the service of the Covered Employees with a FSB Entity prior to the Effective Time shall be treated as service with a Xxxxx Entity participating in such Xxxxx Benefit Plans, to the same extent that such service was recognized by the 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 the Seller Xxxxx Entities be officers of Buyer or State Bankdo not receive credit for prior service, or have (y) that is grandfathered or exercise 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 power or duty conferred particular Covered Employee shall end upon such an officer, unless and until duly elected or appointed to such position by the board Covered Employee’s termination of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or employment for any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreementreason. (b) As of From and after the Effective Time, and subject to Sections 6.9(i) through (l) without limiting the generality of this Agreement and applicable authority to unilaterally amendSection 7.8(a), from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans respect to each Continuing Covered Employee on the same basis as it provides such coverage to Buyer or State Bank employees. With respect to Buyer Employee Benefit Plans providing health coverage, Buyer (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 pre-existing condition, eligibility waiting period, or other preexisting condition limitations or exclusions otherwise applicable under to the extent such plans to new employees not to apply to a Continuing Employee or their covered dependents who conditions were covered under a similar Seller plan at 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 Mergerapplicable 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 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 of 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 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 FSB Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Internal Revenue Code Section 401(k) (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. FSB shall provide Xxxxx with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of such FSB Benefit Plans in advance and give Xxxxx a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, FSB shall provide Xxxxx with the final documentation evidencing that the applicable plans have been terminated. In additionthe event that the FSB Savings Plan is terminated pursuant to this Section 7.8(d), if any such transition occurs during the middle of a plan year, Buyer Xxxxx shall use commercially reasonable efforts to cause accept rollovers of participant accounts from the FSB Savings Plan, subject to the terms of the 401(k) Plan(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 such successor Buyer Employee Benefit Plan providing health coverage resolutions and amendments reasonably necessary to give credit towards satisfaction ensure that for the purposes of any annual deductible limitation determining eligibility and out-of-pocket maximum applied vesting under such successor plan for any deductiblethe Xxxxx 401(k) Plan, co-payment and other cost-sharing amounts previously paid by the service of the Covered Employees with a Continuing Employee respecting his or her participation in the corresponding Seller Employee Benefit Plan during that plan year FSB Entity prior to the transition effective date. (d) Simultaneously herewith, Effective Time shall be treated as service with a 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”)Entity. (e) Seller shall use its reasonable best efforts If requested by Xxxxx in a writing delivered to cause each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated as of FSB following the date hereof and prior to the Closing Date, the FSB Entities shall cooperate 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 good faith 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 Xxxxx prior to the Closing Date from Buyer to Selleramend, Seller freeze, terminate or modify any other FSB Benefit Plan to the extent and in the manner determined by Xxxxx effective upon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. FSB shall cause provide Xxxxx with a copy of the terminationresolutions, amendmentplan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(e), as 55 (f) 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 (either alone or in combination with any other appropriate modification event), could be characterized as an “excess parachute payment” within the meaning 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a280G(b)(1) of the Code shall be 100% vested in their account balances. (j) Notwithstanding Section 6.9(i)Internal Revenue Code, (i) FSB shall, 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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, cooperate in respect good faith with Xxxxx 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 Buyer 401(kInternal Revenue Code. (g) Without limiting the generality of Section 10.4, nothing in this Agreement, expressed or implied, is intended to confer upon any Person, including any current or former employee, officer, director or consultant of FSB or any of its Subsidiaries or affiliates, any rights, remedies, obligations, or liabilities under or by reason of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any FSB Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, agreement or arrangement maintained or sponsored by Xxxxx, FSB or any of their respective Affiliates; (ii) alter or limit the ability of Surviving Corporation, Xxxxx or any of their Subsidiaries or affiliates to amend, modify or terminate any FSB Benefit Plan, as those employment agreement or any other benefit or employment plan, program, agreement or arrangement after the Closing Date in accordance with the terms are defined under ERISA Section 3(14of such FSB Benefit Plan; or (iii) and Code Section 4975(e)(2)confer upon any current or former employee, respectivelyofficer, director or consultant of FSB or any of its Subsidiaries or affiliates, any right to employment or continued employment or continued service with Xxxxx or any Xxxxx Subsidiaries, the Surviving Corporation or the FSB Entities, or whose Seller 401(kconstitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, FSB, Xxxxx or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of FSB or any of its Subsidiaries or affiliates at any time for any reason whatsoever, with or without cause. (h) Plan participant loanOn the Closing Date, if rolled over to the Buyer 401(k) Plan, (a) would cause FSB shall provide Xxxxx with a failure to meet and obtain exemption from any plan participant loan-related list of employees who have suffered an “prohibited transactionemployment loss” (as defined under each of ERISA Section 406 and Code Section 4975), or (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 applicable provision of the Code, ERISA 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, Buyer shall take all necessary steps to cause the Buyer 401(k) Plan to allow participation in the Buyer 401(kWARN Act) Plan by employees of in the Seller Entities effective as of 90 days preceding the Closing Date (subject to any eligibility requirements under or had a reduction in hours of a least 50% in the Buyer 401(k) Plan)180 days preceding the Closing Date, including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the each identified by date of this Agreementemployment loss or reduction in hours, the boards of directors of Seller employing entity and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price)facility location. (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at Following the Effective Time, remain or become except as contemplated by this Agreement, Simmons shall provide generally to officers and employees (as a group) who are actively employed by a Southwest Entity on the Closing Date (“Covered Employees”) while employed by Simmons following the Closing Date employee benefits under Employee 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, however, that 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 Simmons shall cause the Covered Employees to participate in the applicable Simmons Employee Benefit Plans, the continued participation of the Covered Employees in the Southwest Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Simmons’ Employee Benefit Plans may commence at different times with respect to each of Simmons’ Employee Benefit Plans). For purposes of determining eligibility to participate and vesting under Simmons’ Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under Simmons’ paid time off program, the service of the Covered Employees with a Southwest Entity prior to the Effective Time shall be treated as service with a Simmons Entity participating in such employee benefit plans, to the same extent that such service was recognized by the 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 situated employees of the Seller Simmons Entities be officers do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of Buyer benefits or State Bankparticipation, or have (z) for purposes of retiree medical benefits or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by the board level of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreementbenefits under a defined benefit pension plan. (b) As If requested by Simmons 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 Southwest Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Internal Revenue Code Section 401(k) (a “401(k) Plan”). Southwest shall provide Simmons with a copy of the Effective Timeresolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans in advance and give Simmons a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans are terminated, Buyer agrees that Buyer will transition employees of First Bank to the comparable Buyer Employee Benefit Plan(sClosing Date, Southwest shall provide Simmons with the final documentation evidencing that the 401(k) (if any) in accordance with Section 6.9(c)Plans have been terminated. (c) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 Upon request by a Continuing Employee respecting his or her participation Simmons in the corresponding Seller Employee Benefit Plan during that plan year writing prior to the transition Closing Date, the Southwest Entities shall cooperate in good faith with Simmons 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 Simmons effective dateupon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. Southwest shall provide Simmons 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 Simmons a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Southwest shall provide Simmons with the final documentation evidencing that the actions contemplated herein have been effectuated. (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 provisions of this Section 7.8 are solely for the “Officer Service Agreements”). (e) Seller shall use its reasonable best efforts to cause each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated as benefit 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 Covered Employee, current or former employee or any other individual associated therewith shall have be regarded for any right or other entitlement to enforce any provision purpose as a third-party beneficiary of this Agreement or seek any remedy in connection with Agreement. In no event shall the terms of this Agreement: (i) establish, except amend, or modify any Southwest Benefit Plan or any “employee benefit plan” as may be expressly set forth defined in Section 6.11. No provision 3(3) 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 arrangementERISA, or any provision other benefit plan, program, agreement or arrangement maintained or sponsored by Simmons, Southwest or any 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), respective Affiliates; (ii) prior to alter or limit the Seller 401(k) Plan’s termination under “ability of Simmons or any Simmons Subsidiaries (i),” immediately aboveincluding, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 401(kSouthwest Entities) to amend, modify or terminate any Southwest Benefit Plan, as those terms are defined under ERISA Section 3(14employment agreement or any other benefit or employment plan, program, agreement or arrangement after the Closing Date; or (iii) and Code Section 4975(e)(2)confer upon any current or former employee, respectivelyofficer, director or whose Seller 401(k) Plan participant loanconsultant, if rolled over any right to employment or continued employment or continued service with Simmons or any Simmons Subsidiaries (including, following the Buyer 401(k) PlanClosing Date, (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 4975the Southwest Entities), or (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 thereunderconstitute or create an employment agreement with any employee, or interfere with or restrict in any other applicable provision way the rights of the CodeSurviving Corporation, ERISA Southwest, Simmons or other applicable Law. Buyer shall cause each Continuing Employee any Subsidiary or Affiliate thereof to receive full credit discharge or terminate the services of any employee, officer, director or consultant of Southwest or any of its Subsidiaries or affiliates at any time for all service any reason whatsoever, with the Seller and First Bank under the Buyer 401(k) Plan for purposes of eligibility and vesting. At or prior to the Closing, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicablewithout cause. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are Following the Effective Time, Regions at its election shall either (i) provide generally to officers and employees of the Seller Entities Morgxx Xxxpanies, who at or after the Effective Time become employees of a Regions Company ("Continuing Employees"), employee benefits under employee benefit plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the Regions Companies to their similarly situated officers and employees, or (ii) maintain for the benefit of the Continuing Employees, the employee benefits plans maintained by Morgxx xxx/or any Morgxx Xxxsidiary immediately prior to the Effective Time, provided that after the Effective Time there is no material reduction (determined on an overall basis) in the benefits provided under the Morgxx xxxloyee benefit plans. (b) In the case of Regions' election to provide employee benefits under Section 8.10(a)(i) of this Agreement, for purposes of participation and vesting (but not accrual of benefits) under 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 (i) waive any waiting period and restrictions and limitations for preexisting conditions or insurability (except for pre-existing conditions that were excluded under Morgxx'x xxxfare benefit plans), and (ii) cause any deductible, co-insurance, or 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 amount of 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 and whose employment is not terminated, if any, at or prior to during a transition period continuing for a reasonable period of time after the 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 deemed to such position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of provide the Continuing Employees shall be with benefits that are no less favorable than those offered to other employees at will of Regions and no contractual right to employment shall inure to such employees because of this Agreement. (b) As of its Subsidiaries, provided that after the Effective Time, and subject to Sections 6.9(iTime there is no material reduction (determined on an overall basis) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing in the benefits provided under the Morgxx xxxloyee benefit plans, each Continuing Employee shall be eligible to participate in 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 plans 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) If after Regions shall and shall cause Morgxx xxx its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Sections 7.2 or 8.10 of the 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 Effective Time Buyer elects under the Morgxx Xxxefit Plans. Regions shall be responsible for the fees related to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 termination 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 Seller Employee Benefit Plan during that plan year prior to the transition effective dateMorgxx Xxxefit Plans. (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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. Following the Effective Time, FLAG shall either (ai) All persons who are continue to provide to officers and employees of the Seller HEART OF GEORGIA Entities employee benefits under HEART OF GEORGIA's existing employee benefit and welfare plans or, (ii) if FLAG shall determine to provide to officers and employees of the HEART OF GEORGIA Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the HEART OF GEORGIA Entities employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the FLAG Entities to their similarly situated officers and employees. For purposes of participation and vesting (but not accrual of benefits) under FLAG's employee benefit plans, (i) service under any qualified defined benefit plan of HEART OF GEORGIA shall be treated as service under FLAG's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of HEART OF GEORGIA shall be treated as service under FLAG's qualified defined contribution plans, and (iii) service under any other employee benefit plans of HEART OF GEORGIA shall be treated as service under any similar employee benefit plans maintained by FLAG. With respect to officers and employees of the HEART OF GEORGIA Entities who, at or after the Effective Time, become employees of a FLAG Entity and who, immediately prior to the Effective Time and whose employment Time, are participants in one or more employee welfare benefit plans maintained by the HEART OF GEORGIA Entities, FLAG shall cause each comparable employee welfare benefit plan which is not terminatedsubstituted for a HEART OF GEORGIA welfare benefit plan to waive any evidence of insurability or similar provision, if any, at or to provide credit for such participation prior to the 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 position by the board of directors of Buyer or State Bank and in accordance substitution with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans are terminated, Buyer agrees that Buyer will transition employees of First Bank regard to the comparable Buyer Employee Benefit Plan(s) (if any) in accordance with Section 6.9(c). (c) If after the Effective Time Buyer elects to transition employees application of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 conditioncondition limitation, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans and 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, 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 provide credit towards satisfaction of any annual deductible limitation and or out-of-pocket maximum applied under provisions for expenses incurred by such successor participants during the period prior to such substitution, if any, that overlaps with the then current plan year for any deductibleeach such substituted employee welfare benefit plans. FLAG also shall cause the Surviving Bank and its Subsidiaries to honor in accordance with their terms all employment, co-payment severance, consulting and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation compensation Contracts disclosed 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 cause each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated as Section 8.13 of the date hereof in the form of Exhibit B pursuant HEART OF GEORGIA Disclosure Memorandum to which he FLAG between any HEART OF GEORGIA Entity and any current or she agrees to cancel his former director, officer, or her outstanding Seller Options as of employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time in exchange for a one-time cash payment as set forth in Section 2.4 of under 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 HEART OF GEORGIA Benefit Plans, effective as of the date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, remain or become at-will employees of First BankCresCom Bank or one of its subsidiaries; provided, however, that in no event shall any of the employees of the Seller Entities be officers of Buyer or State CresCom 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 Board of directors Directors of Buyer or State CresCom Bank and in accordance with the bylaws Bylaws of Buyer or State CresCom Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all All of the Continuing Employees shall be employees employed at the will of CresCom Bank, and no contractual right to employment shall inure to such employees because of this Agreement except as may be otherwise expressly set forth in this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in First Bankeach of Buyer’s existing benefit plans Employee Benefit Plans with full credit for prior service with First Bank Seller and any other Seller Entity solely for purposes of eligibility and vesting, except that such service shall also be credited for purposes of calculating benefits under Buyer’s standard severance policy. To For the extent avoidance of doubt, each Continuing Employee who is terminated involuntarily other than for cause (as determined by the Buyer) will be eligible to receive severance benefits under Buyer’s standard severance policy for its employees, an accurate and complete description of which has been provided to Seller, in addition to outplacement assistance; provided, however, that any First Bank plans Continuing Employees who are terminatedeligible to receive severance benefits, Buyer agrees change of control benefits or any payments that Buyer will transition employees are enhanced on account of First Bank the Merger pursuant to the comparable Buyer Employee Benefit Plan(s) (if any) in accordance with Section 6.9(c)an individual employment arrangement, change of control arrangement or deferred compensation plan other than any Retention Bonus Agreement shall not be eligible to receive severance benefits under Buyer’s standard severance policy or outplacement assistance. (c) If after As of the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit PlansTime, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or State CresCom 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 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 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 cause each holder of Seller’s directors who are also employees of Seller Options or Xxxxx State Bank to execute and deliver a Stock Option Cashan Employee Director Non-Out Competition 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.B. (he) Seller shall use its reasonable best efforts to cause each of Seller’s directors who are not employees of Seller or Xxxxx State Bank to execute and deliver a Non-Employee 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 C. (f) Seller shall use its reasonable best efforts to cause each of Seller’s executive officers and directors to execute and deliver a Shareholder Support Agreement dated as of the date hereof in the form of Exhibit D 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. (g) 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 6.117.11. 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. (h) Seller shall use its reasonable best efforts to cause the employees designated by Buyer to execute a CresCom Merger / Retention Bonus Agreement in the form of Exhibit F. (i) Consistent with applicable Law, Seller shall use its reasonable best efforts to cause each holder of Seller Options having an exercise price less than $18.00 per share to enter into a Stock Option Cash-Out Agreement in the form of Exhibit G. Upon not less than 10 days’ notice prior to the Closing Date from Buyer to Seller, Seller shall cause the terminationadoption of resolutions (which are acceptable to Buyer) by each applicable Seller Entity’s Board of Directors terminating, amendment, amending or causing 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 date which immediately precedes the Closing DateDate or as of the Closing Date (as shall be specified in such notice), provided that (a) Seller shall be required to take such action only with respect to Seller Benefit Plans that may unilaterally be terminated, amended or modified, as applicable, as requested by Buyer, by a Seller Entity in accordance with the terms of the plan and applicable Law, (b) Seller shall not be required to take such action if and to the extent it would cause a plan participant to be denied a benefit, or vesting of a benefit, that the participant would have been entitled to under the plan if the plan had not been so terminated, amended or modified at or prior to the Effective Time; and (c) for the avoidance of doubt, any reasonable costs or expenses that are incurred by a Seller Entity in connection with such termination, amendment or modification (including without limitation the payment of any benefits or compensation) shall be considered reasonable expenses incurred by a Seller Entity in connection with the Merger and excluded from the calculation of Seller’s shareholders’ equity under Section 8.2(g). Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicablebenefits. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons Following the Effective Time, West at its election shall either (i) provide generally to officers and employees of Raindance, who are at or after the Effective Time remain employees of the Seller Entities 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 benefit of the 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 whose employment who is not terminatedterminated by West within one year following the Effective Time shall be entitled to the severance payments set forth in Section 4.11(a) of Raindance's Disclosure Letter. For purposes of this Section 4.11, if any, at or Benefit Plans maintained by West are deemed to include Benefit Plans maintained by its Subsidiaries. As of immediately prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, remain Raindance's Board of Directors shall adopt resolutions terminating all Benefit Plans that are intended to qualify under section 401(a) of the Code. (b) For purposes of participation and vesting (but not accrual of benefits) under Benefit Plans maintained by West, service with Raindance or become employees of First Bank; provided, however, that in no event shall any of the employees of the Seller Entities its predecessors shall 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 position treated as service with West. West shall cause welfare Benefit Plans maintained by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of West that cover the Continuing Employees shall after the Effective Time to (A) waive any waiting period and restrictions and limitations for preexisting conditions or insurability (except for pre-existing conditions that 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 Continuing Employees under welfare Benefit Plans maintained by Raindance to be employees at will and no contractual right to employment shall inure credited to such employees because Continuing Employees under welfare Benefit Plans maintained by West, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under welfare Benefit Plans maintained by West. (c) West shall, and shall cause the Surviving Corporation to, honor all employment, severance, consulting, and other compensation Contracts disclosed in Raindance's Disclosure Letter or filed as exhibits to its SEC Reports prior to the date of this Agreement. (bd) As of Nothing in this Section 4.11 shall be interpreted as preventing West, from and after the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amendfrom amending, from time to timemodifying or terminating any Benefit Plans maintained by Raindance or it, or terminate First Bank’s existing benefit plansother Contracts, each Continuing Employee shall be eligible to participate in 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 plans are terminatedarrangements, Buyer agrees that Buyer will transition employees of First Bank to the comparable Buyer Employee Benefit Plan(s) (if any) commitments or understandings, in accordance with Section 6.9(c). (c) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 terms 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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are Following the Effective Time, HCBF shall generally make available to officers and employees of the Seller FAHC Entities immediately employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of HCBF Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the HCBF Entities to their similarly situated officers and employees. HCBF shall waive any pre-existing condition exclusion under any employee health plan for which any employees and/or officers and dependents are covered by FAHC plans as of Closing, to the extent that such pre-existing condition was covered under the corresponding plan maintained by the FAHC Entity. For purposes of participation and vesting (but not benefit accrual) under HCBF’s employee benefit plans, the service of the employees of the FAHC Entities with the FAHC Entities prior to the Effective Time and whose employment is not terminatedshall be treated as service with an HCBF Entity participating in such employee benefit plans. (b) Concurrent with the execution of this Agreement, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, but effective at the Effective Time, remain each of Dxxxxx X. Xxxxx and Axxxx Xxxxxxxx shall enter into a two-year employment agreement and one-year employment agreement, respectively, with HCBF, in the form attached hereto as Exhibit 2 (the “Employment Agreement”), as Florida West Coast Market President and Senior Vice President, respectively. (c) Nothing contained herein is intended to provide, or become employees shall be construed or interpreted as providing, any officer or employee of First Bank; providedthe FAHC Entities any right to continued employment or restrict HCBF from amending or terminating any employee benefit plan, howeverprogram or policy of, that in no event shall or any agreement with, HCBF, FAHC or any of the employees of the Seller Entities be officers of Buyer or State Banktheir respective Subsidiaries, 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 State Bank and in accordance with the bylaws of Buyer terms thereof. This Agreement is not intended, and it shall not be construed, to create third party beneficiary rights for any current or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all former employees of the Continuing Employees shall be employees at will and no contractual right Parties or their respective Subsidiaries (including any beneficiaries or dependents thereof) under or with respect to employment shall inure to such employees because of any plan, program, or arrangement described in or contemplated by this Agreement. (bd) As Not later than the day immediately preceding the Closing Date, FAHC and Bank each agree to terminate each FAHC ERISA Plan, including their 401(k) plans and Supplemental Employee Retirement Plans (SERP), without any cost, Liability, or additional expense to any HCBF Entity. No HCBF Entity shall be a successor plan sponsor of any FAHC ERISA Plan or SERP, and it shall be the sole responsibility and expense of the Effective Time, and subject to Sections 6.9(i) through plan administrator (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate as in 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 plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 Seller Employee Benefit Plan during that plan year effect prior to the transition effective date. (dClosing Date) Simultaneously herewith, Xxxxx X. Xxxxxxx, III, Xxxxxx X. Xxxx, Xxxx X. Xxxxxx for the distribution of such plans’ assets as soon as administratively feasible subsequent to the Closing Date and W. Xxxxxxx Xxxxx shall enter into offer letters and separation agreements (collectively, for the “Officer Service Agreements”)filing of any final reports or forms attributable to such plans. (e) Seller Each employee of a FAHC Entity shall use its reasonable best efforts to cause each holder of Seller Options to execute receive credit under the HCBF Entities’ plans for co-pays, deductibles and deliver a Stock Option Cash-Out Agreement dated as other similar limits incurred under the FAHC Entities’ plans during the year in which the former employees of the date hereof in FAHC Entities are integrated into 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 AgreementHCBF Entities’ plans. (f) Simultaneously herewith, each Harbor and Bank will mutually agree to offer “stay bonuses” to certain key employees of the directors Bank as an incentive for such key employees to remain as employees 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 Harbor through the Closing Date from Buyer to Seller, Seller shall cause or 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, including amendments and restatements, of each document evidencing the Seller 401(k) Planconversion date, as may be necessary applicable. Harbor will also offer severance to maintain the Seller 401(k) Plan’s compliance with Code Section 401(a) and other 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 FAHC Entities effective as who do not have employment agreements in accordance with HCBF’s current severance plan, recognizing length of the Closing Date (subject to any eligibility requirements under the Buyer 401(k) Plan)service, including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicableofficer level and salary. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at Following the Effective Time, remain SBC shall maintain or become cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are full-time active employees of First Bankthe Company on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are made available on a uniform and non- discriminatory basis to similarly situated employees of SBC or its Subsidiaries, as applicable; provided, however, that 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 retention arrangements or equity compensation when determining whether employee benefits are substantially comparable. SBC shall give the employees Covered Employees full credit for their prior service with the Company (i) for purposes of the Seller Entities be officers of Buyer eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified 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 position non-qualified employee benefit plan maintained by the board of directors of Buyer or State Bank SBC and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreementwhich Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, the Officer Service Agreements or any subsequent agreement entered into between State Bank vacation plans and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreementsimilar arrangements maintained by SBC. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or State Bank employees. With respect to Buyer any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee Benefit Plans providing health coverageis eligible to participate, Buyer 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, condition limitations or eligibility waiting period, or other limitations or exclusions otherwise applicable periods under such plans SBC or Subsidiary plan to new employees not be waived with respect to apply such Covered Employee 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, 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 Seller Employee Benefit Plan during that plan year prior to the transition effective date.the (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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (lc) Prior to the Effective Time, First Bank the Company shall take all actions requested by SBC that may be necessary or appropriate to (i) cause the Company’s 401(k) Plan and each individual that 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 such Company Benefit Plan) to terminate as of the Effective Time, or as of the date immediately preceding the Effective Time, (ii) cause benefit accruals and entitlements under any Company Benefit Plan to cease as of the 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, notices, or other documents issued, adopted or executed in connection with the implementation of this Section 4.14(c) shall be subject to SBC’s reasonable prior review and approval, which shall not be unreasonably withheld, conditioned, or delayed. (d) Nothing in this Section 4.14 shall be construed to limit the right of SBC or any of its Subsidiaries (including, following the Closing Date, the Company) 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 its Subsidiaries other than “for cause” or as a party result of death, disability, or unsatisfactory job performance, then SBC shall pay severance to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute such Covered Employee in an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations amount as set forth in the SERP Amendmentsseverance policies set forth in Section 4.14(e)(i) of the 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 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 Seacoast Disclosure Letter. (f) Promptly following the Effective Time, 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 commercially reasonable efforts to maintain the effectiveness of such registration statement for so long as a Substitute SBC Option remains outstanding.

Employee Benefits and Contracts. (a) All persons who are Following the Effective Date, Union Bankshares shall provide generally to former officers and employees of Mid-Coast and Waldoboro employee benefits under employee benefit plans (other than stock option or other plans involving the Seller Entities immediately potential issuance of Union Bankshares Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided by Mid-Coast and Waldoboro to their similarly situated officers and employees, except that there is no matching contribution under the Union Bankshares' Section 401(k) plan; provided however, this Section 9.8 shall not be deemed or construed to be an undertaking or obligation on the part of Union Bankshares or Union Trust to provide the same benefits which Mid-Coast or Waldoboro presently provide to their employees and officers; and provided further that Union Bankshares and Union Trust shall have no obligation to continue to provide after the Effective Date any benefits currently provided to their employees or officers as of the date hereof, or provided to their employees or officers at any time subsequent to the Effective Date. For purposes of participation, vesting and (except in the case of Union Bankshares' defined benefit plans) benefit accrual under Union Bankshares' employee benefit plans, the service of the employees of Mid-Coast or Waldoboro prior to the Closing shall be treated as service with Union Bankshares or Union Trust for participation in such employee benefit plans. Following the Effective Date, former employees of Mid-Coast or Waldoboro shall receive credit under Union Bankshares' group health plans for all deductibles and co-payments made by such former employees under the health plans maintained by Mid-Coast or Waldoboro prior to the Effective Time Date, and whose employment is not terminated, if any, at or prior health care coverage under Union Bankshares group health plans shall be extended to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, remain or become former employees of First Bank; providedMid-Coast and Waldoboro with no waiting period, howeverand Union Bankshares will, use its best efforts to provide 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 position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees coverage shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in First Bank’s existing benefit plans with full credit without any exclusions for prior service with First Bank for purposes of eligibility and vesting. To the extent that any First Bank plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 conditionconditions and shall inform Mid-Coast in writing, 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, 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 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 cause each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated as within thirty days 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 hereof, 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 efforts undertaken to Seller, Seller shall cause the termination, amendment, or other appropriate modification secure a waiver of each Seller Benefit Plan as specified by Buyer in such notice. Buyer may require in exclusions and whether 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would exclusions have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price)eliminated. (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at Following the Effective Time, remain SBC shall maintain or become cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are full-time active employees of First Bankthe Company and its Subsidiaries on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to or greater than the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of SBC or its Subsidiaries, as applicable; provided, however, that 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 employees Covered Employees full credit for their prior service with the Company and its Subsidiaries (i) for purposes of the Seller Entities be officers of Buyer eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified 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 position non-qualified employee benefit plan maintained by the board of directors of Buyer or State Bank SBC and in accordance with 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 bylaws foregoing shall not result in the duplication of Buyer benefits or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or to benefit accrual under any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreementpension plan. (b) As 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 subject to Sections 6.9(i(ii) through recognize any health, dental, vision or other welfare expenses incurred by such Covered Employee in the year that includes the Closing Date (l) of this Agreement and applicable authority to unilaterally amendor, from time to timeif later, or terminate First Bank’s existing benefit plans, each Continuing the year in which such Covered Employee shall be is first eligible to participate in First Bank’s existing benefit plans with full credit for prior service with First Bank participate) for purposes of eligibility any applicable deductible and vesting. To the extent that any First Bank plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 expense requirements under any such successor plan for any deductiblehealth, co-payment and dental, vision or 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 datewelfare plan. (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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (lc) Prior to the Effective Time, First Bank the Company shall take, and each individual shall cause its Subsidiaries to take, all actions requested by SBC that may be necessary or appropriate to (i) cause one or more of the Company Benefit Plans to terminate as of the Effective Time, or as of the date immediately preceding the Effective Time, (ii) cause benefit accruals and entitlements under any Company Benefit Plan to cease as of the 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, notices, or other documents issued, adopted or executed in connection with the implementation of this Section 4.14(c) shall be subject to SBC’s reasonable prior review and approval, which shall not be unreasonably withheld, conditioned or delayed. (d) [Reserved] (e) Nothing in this Section 4.14 shall be construed to limit the right of SBC or any of its Subsidiaries (including, following the Closing Date, the 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 anything in 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 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. (f) 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 party result of unsatisfactory job performance, then SBC shall pay severance to a First Bank such Covered Employee in an amount set forth in the severance policies set forth in Section 4.14(f) of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form the Company Disclosure Letter (and substance acceptable to Seller (based upon the “SERP Amendments”non-exempt and exempt status and/or title for the Covered Employee with the Company at the Closing). In Any severance to which a Covered Employee may be entitled in connection with a termination occurring more than six (6) months after the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations Effective Time will be as set forth in the SERP Amendmentsseverance policies set forth in Section 4.14(f) of the Seacoast Disclosure Letter. (g) The provisions of this Section 4.14 are solely for the benefit of the parties hereto, and no current or former employee, director or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third party beneficiary of this Agreement, and nothing herein shall be construed as an amendment to any Benefit Plan, employment agreement or any other employee benefit plan for any purpose.

Employee Benefits and Contracts. (a) All Following the Effective Time, NBC shall provide generally to all persons who are employees of the Seller Entities were, immediately prior to the Effective Time Time, employees of Enterprise or any Enterprise Company and whose employment is not terminated, if any, who at or prior to after the Effective Time (a “Continuing Employee”) shall, at the Effective Time, remain or become employees of First Banka subsidiary of NBC (“Continuing Employees”), employee benefits under 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 in no event shall any of the employees of the Seller Entities Enterprise Companies will not participate in any defined benefit plan 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, (i) service under any qualified defined contribution plans of Enterprise shall be officers treated as service under NBC’s qualified defined contribution plans, and (ii) service under any other employee benefit plans of Buyer or State Bank, or have or exercise Enterprise shall be treated as service under any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position similar employee benefit plans maintained by NBC. NBC shall cause the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of NBC welfare benefit plans that cover the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans 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) If after the Effective Time Buyer elects to transition employees of First Bank (i) conform to Buyer Employee Benefit PlansHIPPA, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 and (ii) cause any predeductible, co-existing condition, eligibility waiting periodinsurance, 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, 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 maximum out-of-pocket maximum applied payments made by the Continuing Employees under Enterprise’s welfare benefit plans to be credited to such successor plan for Continuing Employees under the NBC welfare benefit plans, so as to reduce the amount of any deductible, co-payment and other costinsurance, or maximum out-sharing amounts previously paid of-pocket payments payable by a the Continuing Employee respecting his or her participation in Employees under the corresponding Seller Employee Benefit Plan during that plan year prior NBC welfare benefit plans, 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, extent that such information is furnished by the “Officer Service Agreements”). (e) Seller shall use its reasonable best efforts insurance company. The benefits provided to cause each holder Continuing Employees under the employee benefit plans 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 Enterprise as of the Effective Time in exchange for a one-time cash payment as set forth Date will not be reduced during the period 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, severance, consulting, and other compensation Contracts disclosed in Section 2.4 8.8 of the AgreementDisclosure Memorandum to NBC between any Enterprise Company and any current or former director, 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, employeeor employee thereof, and all provisions for vested benefits or other Person (other than the corporate Parties to this Agreement) shall be deemed a third party vested amounts earned 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes accrued through the Effective Time (under the “Termination Date”), (ii) prior Enterprise Benefit Plans. NBC shall be responsible for the fees related to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicableEnterprise Benefit Plans. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately At least one day prior to the Effective Time Closing Date, Target shall take or cause to be taken all actions reasonably necessary or appropriate to terminate, effective no later than the Closing, the Health Reimbursement Arrangement Plan (the “HRA Plan”) and whose employment is not terminated, if any, at or any Target Benefit Plan intended to qualify under Section 401(k) of the Internal Revenue Code (the “Target 401(k) Plan”). Target shall provide to Buyer prior to the 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 Closing Date written evidence of the employees adoption by Target’s Board of Directors of resolutions authorizing the termination 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 position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees Target 401(k) Plan (which resolutions shall be employees at will subject to the prior review and no contractual right to employment approval of Buyer, which approval shall inure to such employees because of this Agreementnot be unreasonably withheld or delayed). (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the same basis as it provides take 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 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 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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, including amendments and restatements, of each document evidencing the Seller 401(k) Plan, action as may be necessary to maintain the Seller 401(kso that for a twelve (12) Plan’s compliance with Code Section 401(a) and other 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after month period following the Closing Date, employees of a Target Entity who remain employed by such Target Entity after the Closing (the “Continuing 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 respect of the aggregate to those provided by the Buyer 401(k) Plan, as those terms are defined under ERISA Section 3(14) and Code Section 4975(e)(2), respectivelyEntities to their similarly situated employees. Buyer shall, or whose Seller 401(k) Plan participant loan, if rolled over to the Buyer 401(k) Plan, (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 (b) would shall cause the Buyer 401(k) Plan to fail to meet the applicable requirements of Code Section 401(a)(4) Surviving Corporation and Treasury regulations promulgated thereunderits Subsidiaries to, or any other applicable provision of the Code, ERISA or other applicable Law. Buyer shall cause each grant Continuing Employee to receive full Employees credit for all service with the Seller and First Bank under Target Entities prior to the Buyer 401(k) Plan Effective Time for purposes of eligibility and vestingvesting (but not benefit accrual) in all benefits provided by Buyer to Continuing Employees. At or prior The eligibility of any Continuing Employee to the Closing, participate in any employee benefit plan of 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 (not be subject to any eligibility exclusions for pre-existing conditions if such individual has met the participation requirements under the Buyer 401(k) Plan), including the amendment of similar benefit plans and programs of the plan document and/or adoption agreement for Target Entities. Amounts paid before the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value Effective Time by Continuing Employees under any health plans of the Merger Consideration (i.e.Target Entities shall, the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to after the Effective Time, First Bank be taken into account in applying deductible and each individual that annual out-of-pocket limits applicable under the health plans of Buyer provided as of the Effective Time to the same extent as if such amounts had been paid under such health plans of Buyer. 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 Target 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 Plans. (c) 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 Continuing Employees is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent mergernot terminable by Surviving Corporation at will at any time, consolidation with or similar business combination of First Bank and State Bankwithout cause, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendmentsfor any reason or no reason.

Employee Benefits and Contracts. (a) All persons who are Following the Effective Time, Buyer shall provide generally to officers and employees of the Seller Entities immediately prior employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of Buyer Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the Effective Time Buyer Entities to their similarly situated officers and whose employment is not terminatedemployees. For purposes of participation, if anyvesting and (except in the case of Buyer retirement plans) benefit accrual under Buyer's employee benefit plans, at or prior to the 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 service of the employees of the Seller Entities prior to the Effective Time shall be officers of treated as service with a Buyer or State BankEntity participating in such employee benefit plans. Subject to Section 9.11(b), or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed Buyer also shall cause the Surviving Bank to such position by the board of directors of Buyer or State Bank and honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.11 of the bylaws of Seller Disclosure Memorandum to Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or between any subsequent agreement entered into between State Bank Seller Entity and any such Continuing Employeescurrent or former director, officer, or employee thereof, and all of provisions for vested benefits or other vested amounts earned or accrued through the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this AgreementEffective Time under the Seller Benefit Plans. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 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 cause 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 Messrs. Xxxxxxx X. Xxxxxxx, Xxxxx X Xxxxxxxx and First Bank Xxxxxx X. Xxxx shall have entered into a Non-Compete Agreement (which shall be effective as of the Effective Time) Employment Agreements with Merger Subsidiary in the form of Exhibit A. (g) Simultaneously herewith3, each of the directors and executive officers of Seller and First Bank shall have entered into a Claims Letter (and which shall be become effective as of at the Effective Time) . At the Effective Time, any existing Employment or change in control or similar agreements, arrangements or understandings between any of such Persons and 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 terminationterminate and have no further force or effect, 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined any cash payments required to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 made by such Agreements to the Buyer 401(k) Plan, (a) would cause employees thereunder as a failure result of this Agreement or the Merger shall be paid 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 (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 applicable provision of the Code, ERISA 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 such employees at Closing, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (kc) Within 10 days following Upon the date execution of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value each of the Merger Consideration (i.e.Seller's directors shall execute and deliver into agreements not to compete with Seller or Buyer or any Buyer Entity within Orange, the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to Osceola or Seminole Counties, Florida for two years from the Effective Time, First Bank upon terms and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment conditions in the form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in Exhibit 4 (the SERP Amendments"Director's Agreements").

Employee Benefits and Contracts. (a) All persons who are Following the Effective Time, Regions at its election shall either (i) provide generally to officers and employees of AmSouth and its Subsidiaries, who at or after the Seller Entities Effective Time become employees of Regions or its Subsidiaries (“AmSouth Continuing Employees”), employee benefits under Compensation and Benefit Plans maintained by Regions, on terms and conditions which are the same as for similarly situated officers and employees of Regions and its Subsidiaries, or (ii) maintain for the benefit of the AmSouth Continuing Employees, the Compensation and Benefit Plans maintained by AmSouth immediately prior to the Effective Time; provided that Regions may amend any Compensation and Benefit Plan maintained by AmSouth immediately prior to the Effective Time to comply with any Law or as necessary and whose employment is not terminatedappropriate for other business reasons. For purposes of this Section 4.15, if any, at Compensation and Benefit Plans maintained by Regions or prior AmSouth are deemed to the Effective Time (a “Continuing Employee”) shall, at include Compensation and Benefit Plans maintained by their respective Subsidiaries. As soon as practicable following the Effective Time, remain or become Regions and AmSouth shall cooperate in reviewing, evaluating and analyzing the Regions Compensation and Benefit Plans and the AmSouth Compensation and Benefit Plans with a view towards developing appropriate and effective Compensation and Benefit Plans for employees of First Bank; provided, however, that in no event shall any of Regions and AmSouth and their Subsidiaries after 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 position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this AgreementEffective Time. (b) As For purposes of the Effective Timeparticipation, vesting and subject to Sections 6.9(i) through benefit accrual (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in First Bank’s existing benefit plans with full credit for prior service with First Bank except not for purposes of eligibility benefit accrual with respect to any plan in which such credit would result in a duplication of benefits) under Regions’s Compensation and vestingBenefit Plans, service with or credited by AmSouth or any of its Subsidiaries shall be treated as service with Regions; provided that this provision shall not cause Regions’s tax-qualified defined benefit pension plan (which is not open to new participants) to be opened to new participants. To the extent permitted under applicable Law, Regions shall cause welfare Compensation and Benefit Plans maintained by Regions that cover the AmSouth Continuing Employees after the Effective Time to (i) waive any First Bank plans are terminatedwaiting period and restrictions and limitations for preexisting conditions or insurability (except for pre-existing conditions that were excluded, Buyer agrees or restrictions or limitations that Buyer will transition employees were applicable, under welfare Compensation and Benefit Plans maintained by AmSouth), and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the AmSouth Continuing Employees under welfare Compensation and Benefit Plans maintained by AmSouth to be credited to such Continuing Employees under welfare Compensation and Benefit Plans maintained by Regions, so as to reduce the amount of First Bank to the comparable Buyer Employee any deductible, co-insurance, or maximum out-of-pocket payments payable by such AmSouth Continuing Employees under welfare Compensation and Benefit Plan(s) (if any) in accordance with Section 6.9(c)Plans maintained by Regions. (c) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 Nothing 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 cause 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 this 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 4.15 shall be effective interpreted as of the Effective Time) in the form of Exhibit A. (g) Simultaneously herewithpreventing Regions, each of the directors from 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank from amending, modifying or terminating any Compensation and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment Benefit Plans maintained by Regions, Compensation and Benefit Plans maintained by AmSouth, or other Contracts, arrangements, commitments or understandings, in form accordance with their terms and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendmentsapplicable Law.

Employee Benefits and Contracts. (a) All persons who are Following the Effective Time, Newco at its election shall either (i) provide generally to officers and employees of Union Planters and its Subsidiaries, who at or after the Seller Entities Effective Time become employees of Newco or its Subsidiaries ("Union Planters Continuing Employees"), employee benefits under Compensation and Benefit Plans maintained by Newco, on terms and conditions which are the same as for similarly situated officers and employees of Regions and its Subsidiaries, who at or after the Effective Time become employees of Newco or its Subsidiaries ("Regions Continuing Employees"), or (ii) maintain for the benefit of the Union Planters Continuing Employees, the Compensation and Benefit Plans maintained by Union Planters immediately prior to the First Effective Time; provided that Newco may amend any Compensation and Benefit Plan maintained by Union Planters immediately prior to the First Effective Time to comply with any Law or as necessary and appropriate for other business reasons. Following the First Effective Time, Newco at its election shall either (i) provide generally to Regions Continuing Employees, employee benefits under Compensation and Benefit Plans maintained by Newco, on terms and conditions which are the same as for similarly situated Union Planters Continuing Employees, or (ii) maintain for the benefit of the Regions Continuing Employees, the Compensation and Benefits Plans maintained by Regions immediately prior to the First Effective Time; provided that Newco may amend any Compensation and Benefit Plan maintained by Regions immediately prior to the Effective Time to comply with any Law or as necessary and whose employment is not terminated, if any, at or prior to the 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 position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bankappropriate for other business reasons. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because For purposes of this AgreementSection 5.17, Compensation and Benefit Plans maintained by Regions or Union Planters are deemed to include Compensation and Benefit Plans maintained by their respective Subsidiaries. (b) As For purposes of the Effective Timeparticipation, vesting and subject to Sections 6.9(i) through benefit accrual (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in First Bank’s existing benefit plans with full credit for prior service with First Bank except not for purposes of eligibility benefit accrual with respect to any plan in which such credit would result in a duplication of benefits) under Newco's Compensation and vestingBenefit Plans, service with or credited by Union Planters or any of its Subsidiaries or any of their predecessors or Regions or any of its Subsidiaries or any of their predecessors shall be treated as service with Newco; provided that this provision shall not cause Regions' tax-qualified defined benefit pension plan (which is not open to new participants) to be opened to new participants. To the extent permitted under applicable Law, Newco shall cause welfare Compensation and Benefit Plans maintained by Newco that cover the Union Planters Continuing Employees or Regions Continuing Employees ("Continuing Employees") after the Effective Time to (i) waive any First Bank plans are terminatedwaiting period and restrictions and limitations for preexisting conditions or insurability (except for pre-existing conditions that were excluded, Buyer agrees or restrictions or limitations that Buyer will transition employees were applicable, under welfare Compensation and Benefit Plans maintained by Union Planters or Regions), and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Union Planters Continuing Employees or Regions Continuing Employees under welfare Compensation and Benefit Plans maintained by Union Planters or Regions, respectively, to be credited to such Continuing Employees under welfare Compensation and Benefit Plans maintained by Newco, so as to reduce the amount of First Bank to the comparable Buyer Employee any deductible, co-insurance, or maximum out-of-pocket payments payable by such Continuing Employees under welfare Compensation and Benefit Plan(s) (if any) in accordance with Section 6.9(c)Plans maintained by Newco. (c) If after From the First Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 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 cause 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) , as the case may be, until December 31, 2005, Newco shall cause each medical Compensation and Benefit Plan maintained by Union Planters or Regions, respectively, to continue in effect for the form of Exhibit A. (g) Simultaneously herewith, each benefit of the directors Union Planters Continuing Employees or Regions Continuing Employees, respectively, so long as such Continuing Employees remain eligible to participate and executive officers of Seller and First Bank until they 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 become eligible to become participants in the Buyer’s 401(k) Plan; providedcorresponding medical Compensation and Benefit Plans maintained by Newco (and, howeverwith respect to any such plan or program, that subject to complying with the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or eligibility requirements after taking into account the Closing Date, in respect of the Buyer 401(k) Plan, as those terms are defined under ERISA Section 3(14) service crediting and Code Section 4975(e)(2), respectively, or whose Seller 401(k) Plan participant loan, if rolled over other provisions set forth above and subject to the Buyer 401(k) Plan, (a) would cause a failure right of Newco to meet and obtain exemption from any terminate such plan participant loan-related “prohibited transaction” (as defined under each of ERISA Section 406 and Code Section 4975), or (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Priceprogram). (ld) Prior to Nothing in this Section 5.17 shall be interpreted as preventing Newco, from and after the Effective Time, First Bank from amending, modifying or terminating any Compensation and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment Benefit Plans maintained by Regions, Compensation and Benefit Plans maintained by Union Planters, or other Contracts, arrangements, commitments or understandings, in form accordance with their terms and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendmentsapplicable Law.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not specifically terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, remain or become employees of First BankNational Bank of the South; provided, however, that in no event shall any of the employees of the Seller Entities be officers of Buyer or State BankFirst National Bank of the South, 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 State First National Bank of the South and in accordance with the bylaws of Buyer or State BankFirst National Bank of the South. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all All of the Continuing Employees shall be employees employed at the will of First National Bank of the South and no contractual right to employment shall inure to such employees because of this Agreement except as otherwise set forth in this Agreement. For those employees of the Seller Entities who had executed change of control severance agreements prior to August 1, 2007, Buyer anticipates that it will provide a lump sum payment to each employee as contemplated in the change of control severance agreements in exchange for termination of the change in control severance agreements regardless of whether the employee remains employed with Buyer or First National Bank of the South. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in First BankBuyer’s existing benefit plans 401(k) plan with full credit for prior service with First Bank Seller for purposes of eligibility and vesting. To the extent that any First Bank plans 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) If after Except as provided in the following sentence, as of the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit PlansTime, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans health and other employee welfare benefit plans to each Continuing Employee on the 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 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 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, if any such transition occurs during Notwithstanding the middle of a plan yearabove language, Buyer shall use commercially reasonable efforts to cause any such successor Buyer Employee Benefit Plan providing may continue Seller's 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 employee welfare benefit plans for each Continuing Employee respecting his or her participation as currently in place for the corresponding Seller Employee Benefit Plan during that plan 2008 year prior to the transition effective dateand roll Seller's employees into Buyer's plans for 2009. (d) Simultaneously herewithUpon execution of this Agreement, Xxxxx X. Xxxxxxx, III, Xxxxxx X. Xxxx, Xxxx X. Xxxxxx and W. Xxxxxxx Xxxxx each of Seller’s directors shall enter into offer letters and separation agreements (collectively, the “Officer Service Agreements”). (e) Seller shall use its reasonable best efforts to cause each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement (i) an agreement dated as of the date hereof in the form of Exhibit B pursuant to which he or she agrees to cancel will vote his or her outstanding shares of Seller Options Common Stock in favor of this Agreement and the transactions contemplated hereby and (ii) a non-competition agreement dated 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) date hereof in the form of Exhibit A.G (the "Non-Competition Agreement"). (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. (he) 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 7.12. (f) Subject to Section 7.9(a), if Buyer, within six months of this Agreement constitutes or shall be deemed to constituteClosing, an employee benefit plan or other arrangement, an amendment terminates the employment 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior immediately prior to the Effective Time, First Bank and each individual excluding those employees that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment have change in form and substance acceptable to control severance agreements with Seller (a "Non-Continuing Employee"), Buyer agrees to provide to such Non-Continuing Employee a lump sum payment equal to two weeks of the “SERP Amendments”)Non-Continuing Employee's salary in effect at the date of termination times the number of years the Non-Continuing Employee has been employed by Seller Entities measuring from the date of the beginning of employment to the date of termination. A Non-Continuing Employee that has been employed by Seller Entities for less than two years will receive pay equal to four weeks of the Non-Continuing Employee's salary. A Non-Continuing Employee that has been employed by Seller Entities for more than five years will receive ten weeks of the Non-Continuing Employee's salary. Subject to the foregoing, for any fractional year served, Buyer agrees to pay the amount of the two weeks salary divided by twelve times the number of months the Non-Continuing Employee served in the fractional year. In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bankaddition, Buyer shall cause State Bank agrees to assume provide compensation up to $2,000 for COBRA coverage to each Non-Continuing Employee and to any other employee who has a change in control severance agreement who is terminated by Buyer within six months of Closing. (g) Buyer anticipates paying a retention bonus to certain key employees employed by Seller Entities, to be chosen at Buyer's sole discretion, to remain employed with Buyer for at least six months after the obligations Closing or for a shorter period of time as set forth in the SERP Amendmentsdetermined by Buyer.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at Following the Effective Time, remain SBC shall maintain or become cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are full-time active employees of First Bankthe Company and its Subsidiaries on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of SBC or its Subsidiaries, as applicable; provided, however, that 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 employees Covered Employees full credit for their prior service with the Company and its Subsidiaries (i) for purposes of the Seller Entities be officers of Buyer eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified 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 position non-qualified employee benefit plan maintained by the board of directors of Buyer or State Bank SBC and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreementwhich Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, the Officer Service Agreements or any subsequent agreement entered into between State Bank vacation plans and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreementsimilar arrangements maintained by SBC. (b) As 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 subject to Sections 6.9(i(ii) through recognize any health, dental, vision or other welfare expenses incurred by such Covered Employee in the year that includes the Closing Date (l) of this Agreement and applicable authority to unilaterally amendor, from time to timeif later, or terminate First Bank’s existing benefit plans, each Continuing the year in which such Covered Employee shall be is first eligible to participate in First Bank’s existing benefit plans with full credit for prior service with First Bank participate) for purposes of eligibility any applicable deductible and vesting. To the extent that any First Bank plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 expense requirements under any such successor plan for any deductiblehealth, co-payment and dental, vision or 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 datewelfare plan. (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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (lc) Prior to the Effective Time, First Bank the Company shall take, and each individual shall cause its Subsidiaries to take, all actions requested by SBC that may be necessary or appropriate to (i) cause one or more the Company Benefits Plans to terminate as of the Effective Time, or as of the date immediately preceding the Effective Time, (ii) cause benefit accruals and entitlements under any the Company Benefit Plan to cease as of the 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, notices, or other documents issued, adopted or executed in connection with the implementation of this Section 4.14(c) shall be subject to SBC’s reasonable prior review and approval, which shall not be unreasonably withheld, conditioned or delayed. (d) Nothing in this Section 4.14 shall be construed to limit the right of SBC or any of its Subsidiaries (including, following the Closing Date, the 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 anything in this Section 4.14 be construed to require SBC or any of its Subsidiaries (including, following the Closing Date, the Company and its Subsidiaries) 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 is terminated by SBC or its Subsidiaries other than for “Cause” or as a party result of unsatisfactory job performance, then SBC shall pay severance to a First Bank such Covered Employee in an as amount set forth in the severance policies set forth in Section 4.14(e) of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form the SBC Disclosure Letter (and substance acceptable to Seller (based upon the “SERP Amendments”non-exempt and exempt status and/or title for the Covered Employee with the Company at the Closing). In Any severance to which a Covered Employee may be entitled in connection with a termination occurring more than six (6) months after the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations Effective Time will be as set forth in the SERP Amendmentsseverance policies set forth in Section 4.14(e) of the SBC Disclosure Letter.

Employee Benefits and Contracts. (a) All persons who are Following the Effective Time, HCBF shall generally make available to the continuing officers and employees of the Seller OGS Entities immediately employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of HCBF Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the HCBF Entities to their similarly situated officers and employees. HCBF shall waive any pre-existing condition exclusion under any employee health plan for which any employees and/or officers and dependents are covered by OGS plans as of Closing, to the extent that such pre-existing condition was covered under the corresponding plan maintained by the OGS Entity. For purposes of participation and vesting (but not benefit accrual) under HCBF’s employee benefit plans, the service of the employees of the OGS Entities with the OGS Entities prior to the Effective Time and whose shall be treated as service with 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 OGS Entities any right to continued employment is not terminatedor restrict HCBF from amending or terminating any employee benefit plan, if anyprogram or policy of, at or prior to the Effective Time (a “Continuing Employee”) shallany agreement with, at the Effective TimeHCBF, remain OGS 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 Banktheir respective Subsidiaries, 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 State Bank and in accordance with the bylaws of Buyer terms thereof. This Agreement is not intended, and it shall not be construed, to create third party beneficiary rights for any current or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all former employees of the Continuing Employees shall be employees at will and no contractual right Parties or their respective Subsidiaries (including any beneficiaries or dependents thereof) under or with respect to employment shall inure to such employees because of any plan, program, or arrangement described in or contemplated by this Agreement. (bc) As Not later than the day immediately preceding the Closing Date, OGS and the Bank each agree to 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 Effective Time, and subject to Sections 6.9(i) through plan administrator (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate as in 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 plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 Seller Employee Benefit Plan during that plan year effect prior to the transition effective dateClosing Date) for the distribution of such plans’ assets as soon as administratively feasible subsequent to the Closing Date and for the filing of any final reports or forms attributable to such plans. (d) Simultaneously herewithEach employee of an OGS Entity shall receive credit under the HCBF Entities’ plans for co-pays, Xxxxx X. Xxxxxxx, III, Xxxxxx X. Xxxx, Xxxx X. Xxxxxx deductibles and W. Xxxxxxx Xxxxx shall enter other similar limits incurred under the OGS Entities’ plans during the year in which the former employees of the OGS Entities are integrated into offer letters and separation agreements (collectively, the “Officer Service Agreements”)HCBF Entities’ plans. (e) Seller Harbor and the Bank will mutually agree (which agreement shall use its reasonable best efforts not be unreasonably withheld by Harbor) to cause each holder of Seller Options offer “stay bonuses” to execute and deliver a Stock Option Cash-Out Agreement dated as certain key employees of the date hereof in the form of Exhibit B pursuant Bank as an incentive for such key employees to which he or she agrees to cancel his or her outstanding Seller Options remain as employees 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 through the Closing Date from Buyer to Seller, Seller shall cause or 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Planconversion date, as applicable. (k) Within 10 days following . Each employee of OGS or the date of this AgreementBank, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that other than an employee who is a party to a First Bank separation agreement that provides a benefit on a termination of Georgia Supplemental Executive Retirement Plan employment, who incurs an involuntary termination without cause within one (1) year following the Effective Time shall execute an amendment receive a lump sum severance payment from HCBF equal to one week of pay at the rate then in form and substance acceptable to Seller (effect, for each full year of employment with OGS or the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank subject to assume the obligations as set forth in the SERP Amendmentsa minimum of four weeks’ pay and a maximum of 12 weeks’ pay.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Clover Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective TimeTime or the time of the Bank Merger, remain or as applicable, become employees of First Buyer or Buyer Bank; provided, however, that in no event as applicable. Buyer and Buyer Bank shall any honor all Clover 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 of the Seller Entities be officers of Buyer with such agreements are Continuing Employees 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 position by the board of directors of Buyer or State Bank and in accordance receive new agreements with the bylaws of Buyer or State BankBuyer. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all All of the Continuing Employees shall be employees employed at will 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 subject to Sections 6.9(i) through (l) the extent permitted by contribution and deduction limitations of this Agreement ERISA and applicable authority the Code with respect to unilaterally amend, from time to time, or terminate First Bank’s existing benefit 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 First Bankeach of Buyer’s existing benefit plans Employee Benefit Plans with full credit for prior service with First Bank Clover solely for purposes of eligibility and vesting. To Notwithstanding any provision in this Agreement to the extent that any First Bank plans are terminatedcontrary, Buyer agrees and Buyer Bank will not be required to take any action that Buyer will transition employees could adversely affect the continuing qualification of First Bank to the comparable Buyer Employee Benefit Plan(sBuyer’s 401(k) (if any) in accordance with Section 6.9(c)Plan. (c) If after As of the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit PlansTime, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or State 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 Seller 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 Seller 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) Simultaneously herewithAny Continuing Employees who are not parties to an employment, Xxxxx X. Xxxxxxxchange in control, IIIor 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, Xxxxxx X. Xxxxwho remain employed by Buyer or any of its Subsidiaries as of the Effective Time, Xxxx X. Xxxxxx and W. Xxxxxxx Xxxxx whose employment is terminated by Buyer or any of its Subsidiaries within four (4) months of the Effective Time shall enter into offer letters 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 separation agreements a maximum of thirty (collectively30) 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 “Officer Service Agreements”)severance pay under any severance pay plans that may be in effect at such time at Buyer Bank. (e) Seller Upon not less than ten (10) days’ notice prior to the Closing Date from Buyer to Clover, Clover shall use its reasonable best efforts to cause the termination, amendment, or other appropriate modification of each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated 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 applicable Clover Benefit Plans, effective as of the date hereof which immediately proceeds the Closing Date. Upon such action, participants 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 such applicable withholding; provided, however, that Stock Option Cash-Out Agreements from any holders of Seller Options Clover Benefit Plans that are not directors or executive officers of Seller may described in ERISA Section 3(2) shall 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 Agreementone hundred percent (100%) vested in their account balances. (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 third-party or other beneficiary of this AgreementSection 7.9, 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 6.117.12. No provision of this Agreement constitutes or shall be deemed to constitute, an employee benefit plan Employee Benefit Plan or other arrangement, an amendment of any employee benefit plan Employee Benefit Plan or other arrangement, or any provision of any employee benefit plan Employee Benefit Plan or other arrangement. (ig) Upon not less than 10 days’ notice prior Clover shall take all appropriate action to the Closing Date from Buyer to Seller, Seller shall cause the termination, amendment, or other appropriate modification of each Seller terminate any Clover Benefit Plan as specified by Buyer in such notice. Buyer may require in such notice that Seller shall not sponsor which provides for a “cash or otherwise have any further Liability or other obligation in connection with such applicable Seller Benefit Plans, effective as of the date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended deferred arrangement” pursuant to be qualified under Code Section 401(a) of the Code shall be 100% vested in their account balances. (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 each, a “Seller 401(k) Plan”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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”) prior 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 the Buyer’s 401(k) PlanClosing Date; provided, however, that Buyer agrees that nothing in this Section 7.9 will require Clover to cause the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 401(k) Plan, as those terms are defined under ERISA Section 3(14) final dissolution and Code Section 4975(e)(2), respectivelyliquidation of, or whose Seller 401(k) Plan participant loan, if rolled over to the Buyer 401(k) Plan, amend (a) would cause a failure other than as may be required 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 (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 applicable provision of maintain such plan’s compliance with the Code, ERISA ERISA, or other applicable Law. Buyer ), said plan prior to the Closing Date. (h) Unless otherwise directed by Buyer, Clover shall cause each Continuing Employee of the employees identified in Section 7.9(h) of the Buyer Disclosure Memorandum to receive full credit enter into settlement, waiver, and release agreements with Buyer and Buyer Bank, in a form mutually agreeable to Clover and Buyer, providing for all service with the Seller settlement and First Bank release of the Surviving Corporation’s and Surviving Bank’s obligations under the Buyer 401(k) Plan identified employees’ existing employment agreements and salary continuation agreements in exchange for purposes of eligibility the cash payments and vesting. At or prior other benefits provided under such agreements; provided, that, to the Closingextent necessary, Buyer such cash payments shall take all necessary steps be reduced so as to cause avoid the Buyer 401(k) Plan imposition of a 20% excise tax liability on employee pursuant to allow participation in the Buyer 401(k) Plan by employees Section 4999 of the Seller Entities effective as of the Closing Date (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicableCode. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are Following the Effective Time, ASB shall provide generally to officers and employees of FCB (who continue employment with Atlantic Southern or any of its Subsidiaries) employee benefits on terms and conditions which, when taken as a whole, are substantially similar to those then currently provided by ASB to its other similarly situated officers and employees. For avoidance of doubt, other than with respect to Xxxxxxx Xxxxxx, who will not receive an offer of 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 Seller level of a “plan” within the meaning of Section 3(3) of ERISA), eligibility to participate and vesting determinations in connection with the provision of any such employee benefits, service with the FCB Entities immediately prior to the Effective Time Date shall be counted. ASB shall also honor in accordance with their terms all employment, severance, consulting, option and whose employment is other contracts of a 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 terminatedso 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, if any, at in which one or more employees of a FCB Entity participated immediately prior to the Effective Time (a “Continuing EmployeeCompany Health Plan”) shall), at 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 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 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 position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in First Bank’s existing benefit plans with full credit for prior service with First Bank Time for purposes of eligibility and vesting. To the extent that applying any First Bank plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 waiting period and/or pre-existing condition, eligibility waiting period, or other condition 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 additionset forth therein; and, if any such transition occurs during the middle of the plan year for such a plan yearCompany Health Plan, 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-of pocket maximum applied under such successor group health plan for any deductible, deductible amounts and co-payment and other cost-sharing amounts payments previously paid by a Continuing Employee any such employee respecting his or her participation in the corresponding Seller Employee Benefit that Company Health Plan during that plan year prior to the transition effective date. 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” (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 cause each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated as those terms are defined in Section 4980B 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 Internal Revenue Code) following the Effective Time in exchange for a one-time cash payment as set forth in Section 2.4 under either the FCB Plan or any successor group health plan maintained by ASB. At the request of the AgreementASB, subject FCB will take all appropriate action to applicable withholding; providedterminate, 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 prior to 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 retirement 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 maintained by Buyer in such notice. Buyer may require in such notice FCB 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are is intended to be qualified under Section 401(a) of the Code Internal Revenue Code, and, notwithstanding anything in this Agreement to the contrary, any and all such action taken by FCB shall not constitute, and shall be 100% vested in their account balances. (j) Notwithstanding Section 6.9(i)deemed not to constitute, (i) prior to the Closinga breach or other violation of any term, Seller’s board of directors shall adopt resolutions terminating the First Bank of Georgia 401(k) Plan (the “Seller 401(k) Plan”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 condition or other 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Codethis Agreement (including, ERISA without limitation, any covenant, representation, warranty 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date provision of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons Persons who are employees of the Seller CBG Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, remain Time or the effective time of the Bank Merger become employees of First Entegra Bank; provided, however, that in no event . Buyer and Entegra Bank shall any honor all CBG 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 of the Seller Entities be officers of Buyer with such agreements are Continuing Employees 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 position by the board of directors of Buyer or State Bank and in accordance receive new agreements with the bylaws of Buyer or State Entegra Bank. Except as otherwise provided Buyer and Entegra Bank shall honor the Bank Change in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all Control Severance Plan. All of the Continuing Employees shall be employees employed at will 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 subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be employed on the same terms and conditions as similarly situated employees of Entegra Bank and eligible to participate in First Bankeach of Buyer’s existing benefit plans Employee Benefit Plans with full credit for prior service with First Bank CBG solely for purposes of eligibility and vesting. To the extent that any First Bank plans 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) If Non-Offer Employees shall receive severance pay equal to two weeks of base weekly pay for each completed year of employment service commencing with any such employee’s most recent hire date with Seller and ending with such employee’s termination date with Entegra Bank, with a minimum payment equal to four weeks of base pay. Such severance payment will be made within 30 days after such employee’s termination date and shall be conditioned upon such employee’s execution of a general release in favor of Buyer, Entegra Bank, CBG and their respective Affiliates, officers, directors and employees. (d) As of the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit PlansTime, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or State Entegra 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 CBG 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 Seller CBG Employee Benefit Plan during that plan year prior to the transition effective date. (d) Simultaneously herewith. Notwithstanding the foregoing, Xxxxx X. Xxxxxxxand in lieu of the same, III, Xxxxxx X. Xxxx, Xxxx X. Xxxxxx Entegra Bank may continue CBG’s health and W. Xxxxxxx Xxxxx shall enter into offer letters and separation agreements (collectively, other employee welfare benefit plans for each Continuing Employee as in effect immediately prior to the “Officer Service Agreements”)Effective Time. (e) Seller Upon not less than 10 days’ notice prior to the Closing Date from Buyer to CBG, CBG shall use its reasonable best efforts to cause the termination, amendment, or other appropriate modification of each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated CBG Benefit Plan as specified by Buyer in such notice such that no CBG Entity shall sponsor or otherwise have any further Liability thereunder in connection with such applicable CBG Benefit Plans, effective as of the date hereof which immediately proceeds the Closing Date. Upon such action, participants 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 such applicable withholding; provided, however, that Stock Option Cash-Out Agreements from any holders of Seller Options CBG Benefit Plans that are not directors or executive officers of Seller may described in ERISA Section 3(2) shall 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 Agreement100% vested in their account balances. (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 AgreementSection 7.9, 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 6.117.12. No provision of this Agreement constitutes or shall be deemed to constitute, an employee benefit plan Employee Benefit Plan or other arrangement, an amendment of any employee benefit plan Employee Benefit Plan or other arrangement, or any provision of any employee benefit plan Employee Benefit Plan or other arrangement. (ig) Upon not less than 10 days’ notice prior CBG shall take all appropriate action to the Closing Date from Buyer to Seller, Seller shall cause the termination, amendment, or other appropriate modification of each Seller terminate any CBG Benefit Plan as specified by Buyer in such notice. Buyer may require in such notice that Seller shall not sponsor which provides for a “cash or otherwise have any further Liability or other obligation in connection with such applicable Seller Benefit Plans, effective as of the date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended deferred arrangement” pursuant to be qualified under Code Section 401(a) of the Code shall be 100% vested in their account balances. (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 each, a “Seller 401(k) Plan”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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”) prior 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 the Buyer’s 401(k) PlanClosing Date; provided, however, that Buyer agrees that nothing in this Section 7.9 will require CBG to cause the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 401(k) Plan, as those terms are defined under ERISA Section 3(14) final dissolution and Code Section 4975(e)(2), respectivelyliquidation of, or whose Seller 401(k) Plan participant loan, if rolled over to the Buyer 401(k) Plan, amend (a) would cause a failure other than as may be required 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 (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 applicable provision of maintain such plan’s compliance with the Code, ERISA ERISA, 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 ), said plan prior to the Closing, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicableDate. (kh) Within 10 days following the date of this Agreement, the boards of The directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely CBG in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior office immediately prior to the Effective Time, First Bank Time will be invited to serve on Entegra Bank’s Gainesville Advisory Board for at least two years and shall be entitled to receive an annual retainer of $2,500 and a fee of $200 for each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendmentsadvisory board meeting attended.

Employee Benefits and Contracts. (a) All persons who are Following the Effective Time, but in no event earlier than the consolidation of Ambanc's depository institution Subsidiaries with UPC's depository institution Subsidiaries, UPC shall provide to officers and employees of the Seller Entities Ambanc Companies (the "Continuing Employees"), employee benefits under employee benefit plans on terms and conditions which when taken as a whole are substantially similar to those currently provided by the UPC Companies to their similarly situated officers and employees. For purposes of participation, vesting, and benefit accruals (but not accrual of benefits under UPC's tax-qualified retirement plans) under such employee benefit plans, (i) service under any qualified defined benefit or contribution plans of Ambanc shall be treated as service under UPC's qualified defined benefit or contribution plans and (ii) service under any other employee benefit plans of Ambanc shall be treated as service under any similar employee benefit plans maintained by UPC. UPC shall cause the UPC 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 Ambanc's welfare benefit plans to be credited to such Continuing Employees under the UPC 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 UPC welfare benefit plans. Prior to the commencement of the Continuing Employee's participation in the UPC employee benefit plans and programs, the benefit coverage of, and participation in benefit plans by, the Continuing Employees shall continue under the Ambanc Benefit Plans, as in effect immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the 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 . During such an officer, unless and until duly elected or appointed to such position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreementtransition period, the Officer Service Agreements or any subsequent agreement entered into between State Bank coverage under and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 Seller Employee Ambanc 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 cause 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 Plans shall be deemed to constituteprovide the Continuing Employees with benefits that are no less favorable than those offered to other employees of UPC and its Subsidiaries. Except as expressly provided in the Supplemental Letter, an employee benefit plan UPC also shall cause Ambanc and its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 8.13 of the Ambanc Disclosure Memorandum to UPC between any Ambanc Company and any current or other arrangementformer director, an amendment of any employee benefit plan or other arrangementofficer, independent contractor, 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 Sellerthereof, 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt and all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicableAmbanc Benefit Plans. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. Following the Effective Time, FLAG shall either (ai) All persons who are continue to provide to officers and employees of XXXXX BANK Entities employee benefits under XXXXX BANK's existing employee benefit and welfare plans or, (ii) if FLAG shall determine to provide to officers and employees of XXXXX BANK Entities employee benefits under other employee benefit plans and 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 similar to those currently provided by the Seller FLAG Entities to their similarly situated officers and employees. For purposes of participation and vesting (but not accrual of benefits) under FLAG's employee benefit plans, (i) service under any qualified defined benefit plan of XXXXX BANK shall be treated as service under FLAG's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of XXXXX BANK shall be treated as service under FLAG's qualified defined contribution plans, and (iii) service under any other employee benefit plans 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, at or after the Effective Time, become employees of a FLAG Entity and who, immediately prior to the Effective Time and whose employment Time, are participants in one or more employee welfare benefit plans maintained by XXXXX BANK Entities, FLAG shall cause each comparable employee welfare benefit plan which is not terminatedsubstituted for a XXXXX BANK welfare benefit plan to waive any evidence of insurability or similar provision, if any, at or to provide credit for such participation prior to the 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 position by the board of directors of Buyer or State Bank and in accordance substitution with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans are terminated, Buyer agrees that Buyer will transition employees of First Bank regard to the comparable Buyer Employee Benefit Plan(s) (if any) in accordance with Section 6.9(c). (c) If after the Effective Time Buyer elects to transition employees application of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 conditioncondition limitation, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans and 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, 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 provide credit towards satisfaction of any annual deductible limitation and or out-of-pocket maximum applied under provisions for expenses incurred by such successor participants during the period prior to such substitution, if any, that overlaps with the then current plan year for any deductibleeach such substituted employee welfare benefit plans. FLAG also shall cause the Surviving Bank and its Subsidiaries to honor in accordance with their terms all employment, co-payment severance, consulting and other cost-sharing 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 previously paid by a Continuing Employee respecting his earned 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 cause 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 accrued through 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 under XXXXX BANK Benefit Plans, effective as of the date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are Following the Effective Time, but in no event earlier than the consolidation of FCC's depository institution Subsidiaries with Regions' depository institution Subsidiaries, Regions shall provide generally to officers and employees of the Seller Entities FCC Companies, who at or after the Effective Time become employees of a Regions Company (the "Continuing Employees"), employee benefits under employee benefit plans on terms and conditions which when taken as a whole are substantially similar to those currently provided by the Regions 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 defined benefit plans of FCC shall be treated as service under Regions' qualified defined benefit plans, (ii) service under any qualified defined contribution plans of FCC shall be treated as service under Regions' qualified defined contribution plans, and (iii) service under any other employee benefit plans of FCC 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 (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 FCC's welfare benefit plans to be credited to such Continuing Employees under the Regions 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 Regions welfare benefit plans. The continued coverage of the Continuing Employees under the employee benefits plans maintained by FCC and/or any FCC Subsidiary immediately prior to the Effective Time during a transition period shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of Regions and whose employment is not terminatedits Subsidiaries, if any, at or prior to provided that after the Effective Time there is no Material reduction (a “Continuing Employee”determined on an overall basis) shall, at in the Effective Time, remain or become employees of First Bank; provided, however, that in no event shall any of benefits provided under 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 position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State BankFCC employee benefit plans. Except as otherwise expressly provided in this Agreementthe Supplemental Letter, Regions also shall cause FCC and its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 8.14 of the Officer Service Agreements or FCC Disclosure Memorandum to Regions between any subsequent agreement entered into between State Bank FCC Company and any such Continuing Employeescurrent or former director, officer, or employee thereof, and all provisions of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in First Bank’s existing benefit plans with full credit for prior service with First Bank for purposes of eligibility and vestingFCC Benefit Plans. To the extent that any First Bank plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 Regions has agreed to cause any pre-existing condition, eligibility waiting period, FCC 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, 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 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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.FCC

Employee Benefits and Contracts. (a) All persons Following the Effective Time, West at its election shall either (i) provide generally to officers and employees of Raindance, who are at or after the Effective Time remain employees of the Seller Entities 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 benefit of the 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 whose employment who is not terminatedterminated by West within one year following the Effective Time shall be entitled to the severance payments set forth in Section 4.11(a) of Raindance’s Disclosure Letter. For purposes of this Section 4.11, if any, at or Benefit Plans maintained by West are deemed to include Benefit Plans maintained by its Subsidiaries. As of immediately prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, remain Raindance’s Board of Directors shall adopt resolutions terminating all Benefit Plans that are intended to qualify under section 401(a) of the Code. (b) For purposes of participation and vesting (but not accrual of benefits) under Benefit Plans maintained by West, service with Raindance or become employees of First Bank; provided, however, that in no event shall any of the employees of the Seller Entities its predecessors shall 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 position treated as service with West. West shall cause welfare Benefit Plans maintained by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of West that cover the Continuing Employees shall after the Effective Time to (A) waive any waiting period and restrictions and limitations for preexisting conditions or insurability (except for pre-existing conditions that 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 Continuing Employees under welfare Benefit Plans maintained by Raindance to be employees at will and no contractual right to employment shall inure credited to such employees because Continuing Employees under welfare Benefit Plans maintained by West, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under welfare Benefit Plans maintained by West. (c) West shall, and shall cause the Surviving Corporation to, honor all employment, severance, consulting, and other compensation Contracts disclosed in Raindance’s Disclosure Letter or filed as exhibits to its SEC Reports prior to the date of this Agreement. (bd) As of Nothing in this Section 4.11 shall be interpreted as preventing West, from and after the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amendfrom amending, from time to timemodifying or terminating any Benefit Plans maintained by Raindance or it, or terminate First Bank’s existing benefit plansother Contracts, each Continuing Employee shall be eligible to participate in 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 plans are terminatedarrangements, Buyer agrees that Buyer will transition employees of First Bank to the comparable Buyer Employee Benefit Plan(s) (if any) commitments or understandings, in accordance with Section 6.9(c). (c) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 terms 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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are Following the Effective Time, but in no event earlier than the consolidation of Magna's depository institution Subsidiaries with UPC's depository institution Subsidiaries, UPC shall provide to officers and employees of the Seller Entities Magna Companies (the "Continuing Employees"), employee benefits under employee benefit plans on terms and conditions which when taken as a whole are substantially similar to those currently provided by the UPC Companies to their similarly situated officers and employees. For purposes of participation, vesting, and benefit accruals (but not accrual of benefits under UPC's tax-qualified retirement plans) under such employee benefit plans, (i) service under any qualified defined benefit or contribution plans of Magna shall be treated as service under UPC's qualified defined benefit or contribution plans and (ii) service under any other employee benefit plans of Magna shall be treated as service under any similar employee benefit plans maintained by UPC. UPC shall cause the UPC 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 Magna's welfare benefit plans to be credited to such Continuing Employees under the UPC 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 UPC welfare benefit plans. Prior to the commencement of the Continuing Employee's participation in the UPC employee benefit plans and programs, the benefit coverage of, and participation in benefit plans by, the Continuing Employees shall continue under the Magna Benefit Plans, as in effect immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the 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 . During such an officer, unless and until duly elected or appointed to such position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreementtransition period, the Officer Service Agreements or any subsequent agreement entered into between State Bank coverage under and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 Seller Employee Magna 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 cause 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 Plans shall be deemed to constituteprovide the Continuing Employees with benefits that are no less favorable than those offered to other employees of UPC and its Subsidiaries. Except as expressly provided in the Supplemental Letter, an employee benefit plan UPC also shall cause Magna and its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 8.14 of the Magna Disclosure Memorandum to UPC between any Magna Company and any current or other arrangementformer director, an amendment of any employee benefit plan or other arrangementofficer, independent contractor, 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 Sellerthereof, 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt and all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicableMagna Benefit Plans. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at Following the Effective Time, remain SBC shall maintain or become cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are full-time active employees of First BankDxxxxxxx and/or its subsidiaries on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of SBC or its Subsidiaries, as applicable; provided, however, that 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 retention arrangements or equity compensation when determining whether employee benefits are substantially comparable. SBC shall give the employees Covered Employees full credit for their prior service with Dxxxxxxx and its Subsidiaries (i) for purposes of the Seller Entities be officers of Buyer eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified 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 position non-qualified employee benefit plan maintained by the board of directors of Buyer or State Bank SBC and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreementwhich Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, the Officer Service Agreements or any subsequent agreement entered into between State Bank vacation plans and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreementsimilar arrangements maintained by SBC. (b) As 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 Dxxxxxxx Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time, and subject to Sections 6.9(i(ii) through recognize any health, dental, vision or other welfare expenses incurred by such Covered Employee in the year that includes the Closing Date (l) of this Agreement and applicable authority to unilaterally amendor, from time to timeif later, or terminate First Bank’s existing benefit plans, each Continuing the year in which such Covered Employee shall be is first eligible to participate in First Bank’s existing benefit plans with full credit for prior service with First Bank participate) for purposes of eligibility any applicable deductible and vesting. To the extent that any First Bank plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 expense requirements under any such successor plan for any deductiblehealth, co-payment and dental, vision or 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 datewelfare plan. (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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (lc) Prior to the Effective Time, First Bank Dxxxxxxx shall take all actions requested by SBC that may be necessary or appropriate to (i) cause Dxxxxxxx’x 401(k) Plan, one or more of the Dxxxxxxx Benefits Plans to terminate as of the Effective Time, or as of the date immediately preceding the Effective Time, (ii) cause benefit accruals and each individual that entitlements under any Dxxxxxxx Benefit Plan to cease as of the 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 Dxxxxxxx Benefit Plan for such period as may be requested by SBC, or (iv) facilitate the merger of any Dxxxxxxx Benefit Plan into any employee benefit plan maintained by SBC or an SBC Subsidiary. All resolutions, notices, or other documents issued, adopted or executed in connection with the implementation of this Section 4.14(c) shall be subject to SBC’s reasonable prior review and approval, which shall not be unreasonably withheld, conditioned, or delayed. (d) Nothing in this Section 4.14 shall be construed to limit the right of SBC or any of its Subsidiaries (including, following the Closing Date, Dxxxxxxx) to amend or terminate any Dxxxxxxx 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, Dxxxxxxx) 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 Dxxxxxxx), is terminated by SBC or its Subsidiaries other than (i) “for cause” or (ii) as a party result of death, disability or unsatisfactory job performance, then SBC shall pay severance to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute such Covered Employee in an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations amount as set forth in the SERP Amendmentsseverance policies set forth in Section 4.14(e)(i) of the Seacoast Disclosure Letter (and based upon the non-exempt and exempt status and/or title for the Covered Employee with Dxxxxxxx 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 Seacoast Disclosure Letter. (f) At or before the Closing Dxxxxxxx shall make the payments set forth on Section 4.14(f) of the Company Disclosure Letter.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at Following the Effective Time, remain or become except as contemplated by this Agreement, Buyer shall provide generally to officers and employees (as a group) who are actively employed by a Target Entity on the Closing Date (“Covered Employees”) while employed by Buyer following the Closing Date employee benefits under Employee 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, 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 Target Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer’s Employee Benefit Plans may commence at different times with respect to each of Buyer’s Employee Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer’s Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under Buyer’s paid time off program, the service of the Covered Employees with a Target Entity prior to the Effective Time shall be treated as service with a Buyer Entity participating in such employee benefit plans, to the same extent that such service was recognized by the 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 the Seller Buyer Entities be officers do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of Buyer benefits or State Bankparticipation, or have (z) for purposes of retiree medical benefits or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by the board level of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreementbenefits under a defined benefit pension plan. (b) As 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 Target Benefit Plan that is intended to constitute either a tax-qualified defined contribution plan under Internal Revenue Code Section 401(k) (a “401(k) Plan”) or a tax-qualified defined contribution plan under Internal Revenue Code Section 401(a) (“ESOP”). Target shall provide Buyer with a copy of the Effective Timeresolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans and ESOPs in advance and give Buyer a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans are terminated, Buyer agrees that Buyer will transition employees of First Bank to the comparable Closing Date, Target shall provide Buyer Employee Benefit Plan(swith the final documentation evidencing that the 401(k) (if any) in accordance with Section 6.9(c)Plans and ESOPs have been terminated. (c) If after the Effective Time Upon request by Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 Seller Employee Benefit Plan during that plan year writing prior to the transition Closing Date, the Target Entities shall cooperate in good faith with Buyer prior to the Closing Date to amend, freeze, terminate or modify any other Target Benefit Plan to the extent and in the manner determined by Buyer effective dateupon the Closing Date (or at such different time mutually agreed to by the parties) and consistent with applicable Law. 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(c), as 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, Target shall provide Buyer with the final documentation evidencing that the actions contemplated herein have been effectuated. (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 provisions of this Section 7.8 are solely for the “Officer Service Agreements”). (e) Seller shall use its reasonable best efforts to cause each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated as benefit 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 Covered Employee, current or former employee or any other individual associated therewith shall have be regarded for any right or other entitlement to enforce any provision purpose as a third-party beneficiary of this Agreement or seek any remedy in connection with Agreement. In no event shall the terms of this Agreement: (i) establish, except amend, or modify any Target Benefit Plan or any “employee benefit plan” as may be expressly set forth defined in Section 6.11. No provision 3(3) 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 arrangementERISA, or any provision other benefit plan, program, agreement or arrangement maintained or sponsored by Buyer, Target or any 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), respective Affiliates; (ii) prior to alter or limit the Seller 401(k) Plan’s termination under “ability of Buyer or any Buyer Subsidiaries (i),” immediately aboveincluding, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 401(kTarget Entities) to amend, modify or terminate any Target Benefit Plan, as those terms are defined under ERISA Section 3(14employment agreement or any other benefit or employment plan, program, agreement or arrangement after the Closing Date; or (iii) and Code Section 4975(e)(2)confer upon any current or former employee, respectivelyofficer, director or whose Seller 401(k) Plan participant loanconsultant, if rolled over any right to employment or continued employment or continued service with Buyer or any Buyer Subsidiaries (including, following the Buyer 401(k) PlanClosing Date, (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 4975the Target Entities), or (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 thereunderconstitute or create an employment agreement with any employee, or interfere with or restrict in any other applicable provision way the rights of the CodeSurviving Corporation, ERISA 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 ClosingTarget, Buyer shall take all necessary steps or any Subsidiary or Affiliate thereof to cause discharge or terminate the Buyer 401(k) Plan to allow participation in the Buyer 401(k) Plan by employees services of the Seller Entities effective as any employee, officer, director or consultant of the Closing Date (subject to Target or any eligibility requirements under the Buyer 401(k) Plan)of its Subsidiaries or affiliates at any time for any reason whatsoever, including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicablewith or without cause. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. Following the Effective Time, SUMMIT shall either (ai) All persons who are continue to provide to officers and employees of CSB employee benefits under CSB's existing employee benefit and welfare plans or, (ii) if SUMMIT shall determine to provide to officers and employees of CSB employee benefits under other employee benefit plans and 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 similar to those currently provided by the Seller SUMMIT Entities to their similarly situated officers and employees. For purposes of participation and vesting (but not accrual of benefits) under SUMMIT's employee benefit plans, (i) service under any qualified defined benefit plan of CSB shall be treated as service under SUMMIT's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of CSB shall be treated as service under SUMMIT's qualified defined contribution plans, and (iii) service under any other employee benefit plans 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, at or after the Effective Time, become employees of a SUMMIT Entity and who, immediately prior to the Effective Time and whose employment Time, are participants in one or more employee welfare benefit plans maintained by CSB, SUMMIT shall cause each comparable employee welfare benefit plan which is not terminatedsubstituted for a CSB welfare benefit plan to waive any evidence of insurability or similar provision, if any, at or to provide credit for such participation prior to the 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 position by the board of directors of Buyer or State Bank and in accordance substitution with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans are terminated, Buyer agrees that Buyer will transition employees of First Bank regard to the comparable Buyer Employee Benefit Plan(s) (if any) in accordance with Section 6.9(c). (c) If after the Effective Time Buyer elects to transition employees application of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 conditioncondition limitation, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans and 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, 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 provide credit towards satisfaction of any annual deductible limitation and or out-of-pocket maximum applied under provisions for expenses incurred by such successor plan for any deductibleparticipants during the period prior to such substitution, co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in if any, that overlaps with the corresponding Seller Employee Benefit Plan during that then current plan year prior to the transition effective datefor each such substituted employee welfare benefit plans. (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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, remain or become employees of First CresCom Bank; provided, however, that in no event shall any of the employees of the Seller Entities be officers of Buyer or State CresCom 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 Board of directors Directors of Buyer or State CresCom Bank and in accordance with the bylaws Bylaws of Buyer or State CresCom Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all All of the Continuing Employees shall be employees employed at the will of CresCom Bank, and no contractual right to employment shall inure to such employees because of this Agreement except as may be otherwise expressly set forth in this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in First Bankeach of Buyer’s existing benefit plans Employee Benefit Plans with full credit for prior service with First Bank Seller solely for purposes of eligibility and vesting. To For the extent avoidance of doubt, each Continuing Employee will be eligible to receive benefits upon qualifying terminations of employment which are consistent with the terms of Buyer’s standard severance policy for its employees; provided, however, that any First Bank plans Continuing Employees who are terminatedeligible to receive severance benefits, Buyer agrees that Buyer will transition employees change of First Bank control benefits or any enhanced payments pursuant to the comparable Buyer Employee Benefit Plan(s) (if any) in accordance with Section 6.9(c)an individual employment arrangement, change of control arrangement or deferred compensation plan other than any Retention Bonus Agreement shall not be eligible to receive severance benefits under Buyer’s standard severance policy. (c) If after As of the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit PlansTime, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or State CresCom 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 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 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 cause each holder of Seller Options Warrants who is an executive officer or director of Seller or Congaree State Bank to execute and deliver a Warrant Termination Agreement dated as of the date hereof in the form of Exhibit C. Seller shall use its reasonable best efforts to cause all other holders of Seller Warrants to execute and deliver a Warrant Termination Agreement in the form of Exhibit C as soon as practicable following the date of this Agreement. (e) Simultaneously herewith, each of the directors and executive officers of Seller or Congaree State Bank that holds Seller Options shall have entered into a Stock Option Cash-Out Agreement dated as of the date hereof in the form of Exhibit B pursuant B. Seller shall use its reasonable best efforts 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 cause all other 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 to execute and executive officers of Seller that hold Seller Options shall have entered into deliver a Stock Option Cash-Out Agreement in the form of Exhibit B as soon as practicable following the date of this Agreement. (f) Simultaneously herewith, Seller shall use its reasonable best efforts to cause each of the Seller’s directors of Seller to execute and First Bank shall have entered into deliver a Director Non-Compete Competition Agreement (which shall be effective dated 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 date hereof (and which shall be effective as of the Effective Time) in the form of Exhibit D. (g) Seller shall use its reasonable best efforts to cause each of Seller’s executive officers and directors to execute and deliver a Shareholder Support Agreement dated as of the date hereof in the form of Exhibit E 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. (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 6.117.11. 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, Buyer shall take all necessary steps use its reasonable best efforts to cause the employees designated by 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely a CresCom Merger / Retention Bonus Agreement in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.Exhibit G.

Employee Benefits and Contracts. Following the Effective Time, FLAG shall either (ai) All persons who are continue to provide to officers and employees of the Seller HOGANSVILLE Entities employee benefits under HOGANSVILLE's existing employee benefit and welfare plans or, (ii) if FLAG shall determine to provide to officers and employees of the HOGANSVILLE Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the HOGANSVILLE Entities employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the FLAG Entities to their similarly situated officers and employees. For purposes of participation and vesting (but not accrual of benefits) under FLAG's employee benefit plans, (i) service under any qualified defined benefit plan of HOGANSVILLE shall be treated as service under FLAG's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of HOGANSVILLE shall be treated as service under FLAG's qualified defined contribution plans, and (iii) service under any other employee benefit plans of HOGANSVILLE shall be treated as service under any similar employee benefit plans maintained by FLAG. With respect to officers and employees of the HOGANSVILLE Entities who, at or after the Effective Time, become employees of a FLAG Entity and who, immediately prior to the Effective Time and whose employment Time, are participants in one or more employee welfare benefit plans maintained by the HOGANSVILLE Entities, FLAG shall cause each comparable employee welfare benefit plan which is not terminatedsubstituted for a HOGANSVILLE welfare benefit plan to waive any evidence of insurability or similar provision, if any, at or to provide credit for such participation prior to the 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 position by the board of directors of Buyer or State Bank and in accordance substitution with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans are terminated, Buyer agrees that Buyer will transition employees of First Bank regard to the comparable Buyer Employee Benefit Plan(s) (if any) in accordance with Section 6.9(c). (c) If after the Effective Time Buyer elects to transition employees application of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 conditioncondition limitation, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans and 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, 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 provide credit towards satisfaction of any annual deductible limitation and or out-of-pocket maximum applied under provisions for expenses incurred by such successor participants during the period prior to such substitution, if any, that overlaps with the then current plan year for any deductibleeach such substituted employee welfare benefit plans. FLAG also shall cause the Surviving Bank and its Subsidiaries to honor in accordance with their terms all employment, co-payment severance, consulting and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation compensation Contracts disclosed 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 cause each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated as Section 8.13 of the date hereof in the form of Exhibit B pursuant HOGANSVILLE Disclosure Memorandum to which he FLAG between any HOGANSVILLE Entity and any current or she agrees to cancel his former director, officer, or her outstanding Seller Options as of employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time in exchange for a one-time cash payment as set forth in Section 2.4 of under 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 HOGANSVILLE Benefit Plans, effective as of the date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at Following the Effective Time, remain SBC shall maintain or become cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are full-time active employees of First BankApollo and/or its subsidiaries on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of SBC or its Subsidiaries, as applicable; provided, however, that 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 retention arrangements or equity compensation when determining whether employee benefits are substantially comparable. SBC shall give the employees Covered Employees full credit for their prior service with Apollo and its Subsidiaries (i) for purposes of the Seller Entities be officers of Buyer eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified 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 position non-qualified employee benefit plan maintained by the board of directors of Buyer or State Bank SBC and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreementwhich Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, the Officer Service Agreements or any subsequent agreement entered into between State Bank vacation plans and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreementsimilar arrangements maintained by SBC. (b) As 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 subject to Sections 6.9(i(ii) through recognize any health, dental, vision or other welfare expenses incurred by such Covered Employee in the year that includes the Closing Date (l) of this Agreement and applicable authority to unilaterally amendor, from time to timeif later, or terminate First Bank’s existing benefit plans, each Continuing the year in which such Covered Employee shall be is first eligible to participate in First Bank’s existing benefit plans with full credit for prior service with First Bank participate) for purposes of eligibility any applicable deductible and vesting. To the extent that any First Bank plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 expense requirements under any such successor plan for any deductiblehealth, co-payment and dental, vision or 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 datewelfare plan. (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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (lc) Prior to the Effective Time, First Bank Apollo shall take all actions requested by SBC that may be necessary or appropriate to (i) cause Apollo’s 401(k) Plan and each individual that such other Apollo Benefit 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 such Apollo Benefits Plan) to terminate as of the Effective Time, or as of the date immediately preceding the Effective Time, (ii) cause benefit accruals and entitlements under any Benefit Plan to cease as of the 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, notices, or other documents issued, adopted or executed in connection with the implementation of this Section 4.14(c) shall be subject to SBC’s reasonable prior review and approval, which shall not be unreasonably withheld, conditioned, or delayed. (d) Nothing in this Section 4.14 shall be construed to limit the right of SBC or any of its Subsidiaries (including, following the Closing Date, Apollo) to amend or terminate any 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, 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 its Subsidiaries other than (i) “for cause” or (ii) as a party result of death, disability or unsatisfactory job performance, then SBC shall pay severance to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute such Covered Employee in an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations amount as set forth in the SERP Amendmentsseverance policies set forth in Section 4.14(e)(i) of the 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 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 Seacoast Disclosure Letter. (f) At or before the Closing Apollo shall make the payments set forth on Section 4.14(f) of the Company Disclosure Letter.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately Immediately prior to the Effective Time Closing Date, Target shall pay the amounts due to such of Target's senior executive officers under such senior executive officers' employment agreements, which agreements are set forth in Section 7.8 of the Target Disclosure Memorandum to the extent such agreements are not superseded effective as of the Closing Date. (b) Target and whose employment is not terminatedeach Target Subsidiary shall take all actions as may be necessary under the Stock Option Plan to effect the cancellations described in Section 2.4. In addition to the foregoing and subject to the terms of the Stock Option Plan and applicable Law, if any, Target shall take all actions necessary to cause the Stock Option Plan to be terminated at or prior to the 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 position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreement. (b) As of the Partnership Merger Effective Time, and subject to Sections 6.9(i) through (l) reasonably satisfy Buyer that no holder of this Agreement and applicable authority Existing Target Options or other awards under such plans or programs or participant in the Stock Option Plan, will have any right to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate acquire any interest in 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 plans are terminatedSurviving Corporation, Buyer agrees that or any Subsidiary of Buyer, including Buyer will transition employees Acquisition Entity, as a result of First Bank the exercise of Existing Target Options or other awards or rights pursuant to such Stock Option Plan at or after the comparable Buyer Employee Benefit Plan(s) (if any) in accordance with Section 6.9(c)Merger Effective Time. (c) If For a period of not less than one year commencing immediately following the Merger Effective Time, Buyer shall, or cause the Surviving Corporation to, provide to each employee of Target or a Target Subsidiary who remains employed by Buyer, the Surviving Corporation or the Surviving Partnership after the Merger Effective Time Buyer elects (a "Target Employee") compensation and employee benefits (other than equity-based compensation) that are substantially equivalent, in the aggregate, to transition employees of First Bank to Buyer Employee Benefit Plansthe compensation and employee benefits (other than equity-based compensation, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or State Bank employees. With respect to Buyer Employee Benefit Plans providing health coverageretention, Buyer shall use commercially reasonable efforts to cause any pre-existing conditionsale, eligibility waiting periodstay, special bonus or other limitations change-in-control payments or exclusions otherwise applicable under such plans to new employees not to apply to awards) provided by Target immediately before the Merger Effective Time. If any Target Employee becomes a Continuing Employee or their covered dependents who were covered under a similar Seller 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 participant in an 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 sponsored 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 cause 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 maintained by Buyer or its Affiliates ("Buyer Plans"), in accordance with the eligibility criteria of 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (j) Notwithstanding Section 6.9(i), (i) prior to the Closing, Seller’s board of directors such participants shall adopt resolutions terminating the First Bank of Georgia 401(k) Plan (the “Seller 401(k) Plan”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA or other applicable Law. Buyer shall cause each Continuing Employee to receive full credit for all service with Target and Target Subsidiaries prior to the Seller and First Bank under the Buyer 401(k) Plan Merger Effective Time for purposes of eligibility and vestingvesting (but not benefit accrual), to the extent such service is taken into account under such Buyer Plans, (ii) such participants shall participate in the Buyer Plans on terms no less favorable than those offered by Buyer or its significant Affiliates to their similarly-situated employees, and (iii) with respect to any Buyer Plan that provides medical or health benefits, such Target Employees (and their eligible dependents) shall be given credit for co-payments made, amounts credited towards deductibles, co-insurance and out-of-pocket maximums under the corresponding Target Employee Benefit Plan in the year in which such Target Employee becomes a participant in such Buyer Plans. At Buyer shall, or shall cause the Surviving Corporation to, preserve and provide all vacation, sick leave and paid time off accrued by each Target Employee under Target Employee Benefit Plans prior to the Closing, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are Following the Effective Time, Regions at its election shall either provide generally to officers and employees of AmSouth and its Subsidiaries, who at or after the Seller Entities Effective Time become employees of Regions or its Subsidiaries ("AMSOUTH CONTINUING EMPLOYEES"), employee benefits under Compensation and Benefit Plans maintained by Regions, on terms and conditions which are the same as for similarly situated officers and employees of Regions and its Subsidiaries, or (ii) maintain for the benefit of the AmSouth Continuing Employees, the Compensation and Benefit Plans maintained by AmSouth immediately prior to the Effective Time; provided that Regions may amend any Compensation and Benefit Plan maintained by AmSouth immediately prior to the Effective Time to comply with any Law or as necessary and whose employment is not terminatedappropriate for other business reasons. For purposes of this Section 4.15, if any, at Compensation and Benefit Plans maintained by Regions or prior AmSouth are deemed to the Effective Time (a “Continuing Employee”) shall, at include Compensation and Benefit Plans maintained by their respective Subsidiaries. As soon as practicable following the Effective Time, remain or become Regions and AmSouth shall cooperate in reviewing, evaluating and analyzing the Regions Compensation and Benefit Plans and the AmSouth Compensation and Benefit Plans with a view towards developing appropriate and effective Compensation and Benefit Plans for employees of First Bank; provided, however, that in no event shall any of Regions and AmSouth and their Subsidiaries after 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 position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this AgreementEffective Time. (b) As For purposes of the Effective Timeparticipation, vesting and subject to Sections 6.9(i) through benefit accrual (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in First Bank’s existing benefit plans with full credit for prior service with First Bank except not for purposes of eligibility benefit accrual with respect to any plan in which such credit would result in a duplication of benefits) under Regions's Compensation and vestingBenefit Plans, service with or credited by AmSouth or any of its Subsidiaries shall be treated as service with Regions; provided that this provision shall not cause Regions's tax-qualified defined benefit pension plan (which is not open to new participants) to be opened to new participants. To the extent permitted under applicable Law, Regions shall cause welfare Compensation and Benefit Plans maintained by Regions that cover the AmSouth Continuing Employees after the Effective Time to (i) waive any First Bank plans are terminatedwaiting period and restrictions and limitations for preexisting conditions or insurability (except for pre-existing conditions that were excluded, Buyer agrees or restrictions or limitations that Buyer will transition employees were applicable, under welfare Compensation and Benefit Plans maintained by AmSouth), and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the AmSouth Continuing Employees under welfare Compensation and Benefit Plans maintained by AmSouth to be credited to such Continuing Employees under welfare Compensation and Benefit Plans maintained by Regions, so as to reduce the amount of First Bank to the comparable Buyer Employee any deductible, co-insurance, or maximum out-of-pocket payments payable by such AmSouth Continuing Employees under welfare Compensation and Benefit Plan(s) (if any) in accordance with Section 6.9(c)Plans maintained by Regions. (c) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 Nothing 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 cause 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 this 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 4.15 shall be effective interpreted as of the Effective Time) in the form of Exhibit A. (g) Simultaneously herewithpreventing Regions, each of the directors from 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank from amending, modifying or terminating any Compensation and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment Benefit Plans maintained by Regions, Compensation and Benefit Plans maintained by AmSouth, or other Contracts, arrangements, commitments or understandings, in form accordance with their terms and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendmentsapplicable Law.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not specifically terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, remain or become employees of First BankCommunity; provided, however, that in no event shall any of the employees of the Seller Entities be officers of Buyer or State BankFirst 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 State Bank First Community and in accordance with the bylaws of Buyer or State BankFirst Community. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all All of the Continuing Employees shall be employees employed at the will of First Community and no contractual right to employment shall inure to such employees because of this Agreement except as otherwise set forth in this Agreement. For those employees of the Seller Entities who had executed change of control agreements prior to November 29, 2005, Buyer anticipates either honoring the terms of such agreements or offering a bonus to remain employed with Buyer or First Community. Notwithstanding the preceding, such payment shall be reduced by any amount payable to such individual under any other applicable severance plan, program or policy, employment agreement, or any other arrangement providing for severance payment to such individual as a result of involuntary termination of employment. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in First BankBuyer’s existing benefit plans 401(k) plan with full credit for prior service with First Bank Seller for purposes of eligibility and vesting. To the extent that any First Bank plans 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) If after As of the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit PlansTime, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans health and other employee welfare benefit plans to each Continuing Employee on the 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 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 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, 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 Seller Employee Benefit Plan during that plan year prior to the transition effective date. (d) Simultaneously herewith, Xxxxx Xxxxxxx X. XxxxxxxXxxxxxxx, IIIIII shall have entered into an Employment Agreement with Buyer in the form of Exhibit C. This agreement shall become effective at the Effective Time and shall replace the existing employment agreement between Xx. Xxxxxxxx and Seller or the Bank, Xxxxxx X. Xxxxwhich shall terminate and have no further force or effect. Immediately prior to Closing and as set forth in the Employment Agreement, Xxxx X. Xxxxxx and W. Xxxxxxx Xxxxx Xx. Xxxxxxxx shall enter into offer letters and separation terminate all his existing compensation agreements (collectively, in exchange for a payment from Seller that shall not constitute a parachute payment within the “Officer Service Agreements”)meaning of Section 280G of the Internal Revenue Code. (e) Seller shall use its reasonable best efforts to cause each holder of Seller Options Seller’s directors to execute and deliver a Stock Option Cash-Out Agreement an agreement dated as of the date hereof in the form of Exhibit B A pursuant to which he or she agrees to cancel will vote 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 shares of Seller Options that are not directors or executive officers of Seller may be sought following the execution Common Stock in favor of this Agreement. Simultaneously herewith, each of Agreement and the directors and executive officers of Seller that hold Seller Options shall have entered into a Stock Option Cash-Out Agreementtransactions contemplated hereby. (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 arrangement7.12. (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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are 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 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 Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing EmployeeOffer Letter”) shallwith such employees, at the effectiveness of which would be contingent upon the Closing. Following the Effective Time, remain or become except as contemplated by this Agreement, WSFS shall provide generally to officers and employees of First Bank(as a group) who are actively employed by a PLFC Entity on the Closing Date (“Covered Employees”) while employed by any WSFS Entity following the Closing Date employee benefits under Employee Benefit Plans, on terms and conditions which when taken as a whole are comparable to those currently provided by WSFS Entities to their similarly situated officers and employees; provided, however, that 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 WSFS shall cause the Covered Employees to participate in the applicable WSFS Employee Benefit Plans, the continued participation of the employees Covered Employees in the PLFC Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in WSFS’s Employee Benefit Plans may commence at different times with respect to each of WSFS’s Employee Benefit Plans). For purposes of participation, vesting and benefit accrual under WSFS’s Employee Benefit Plans, the service of the Seller Covered Employees prior to the Effective Time shall be treated as service with a WSFS Entity participating in such employee benefit plans, to the same extent that such service was recognized by the PLFC Entities be officers for purposes of Buyer 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 State Bank(ii) apply for purposes of any plan, program or arrangement (x) that is grandfathered or frozen, either with respect to level of benefits or participation, or have (y) for purposes of retiree medical benefits or exercise level of benefits under a defined benefit pension plan. Covered Employees who are employed by any power or duty conferred upon such an officerWSFS Entity shall retain their vacation and sick leave accrual under the PLFC Benefit Plans as of the Effective Time, unless and until duly elected or appointed to such position by the board provided that any future accrual of directors of Buyer or State Bank and benefits under leave policies shall be in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this AgreementWSFS Employee Benefit Plans, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right subject to employment shall inure carryover limitations applicable to such employees because of this Agreementfuture 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. (b) As Covered Employees who are employed by any WSFS Entity and who become eligible to participate in any insurance policy, plan or 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 PLFC 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 exclusion or penalty for pre-existing conditions that were covered under the corresponding PLFC Benefit Plan immediately prior to the Effective Time, and subject or to Sections 6.9(i) through (lany waiting period relating to such coverage. WSFS shall honor the plans set forth in Section 7.8(b) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans 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)WSFS Disclosure Memorandum. (c) If after the Effective Time Buyer elects requested by WSFS in a writing delivered to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 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 cause each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated as of PLFC following 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 Date, the PLFC Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) 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 Plansterminate, effective as of the date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (j) Notwithstanding Section 6.9(i), (i) prior to the ClosingEffective Time, Seller’s board of directors shall adopt resolutions terminating the First Bank of Georgia any PLFC Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Internal Revenue Code Section 401(k) Plan (the a “Seller 401(k) Plan”), effective as . PLFC shall provide WSFS with a copy of the date resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans in advance and give WSFS a reasonable opportunity to comment on such documents (which immediately precedes the date which includes the Effective Time (the “Termination Date”comments shall be considered in good faith by PLFC), (ii) and prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect PLFC shall provide WSFS with the final documentation evidencing the termination of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at Following the Effective Time, remain SBC shall maintain or become cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are full-time active employees of First BankFourth Street and its subsidiaries on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of SBC or its Subsidiaries, as applicable; provided, however, that 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 retention arrangements or equity compensation when determining whether employee benefits are substantially comparable. SBC shall give the employees Covered Employees full credit for their prior service with Fourth Street and its Subsidiaries (i) for purposes of the Seller Entities be officers of Buyer eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified 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 position non-qualified employee benefit plan maintained by the board of directors of Buyer or State Bank SBC and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreementwhich Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, the Officer Service Agreements or any subsequent agreement entered into between State Bank vacation plans and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreementsimilar arrangements maintained by SBC. (b) As 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 Fourth Street Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time, and subject to Sections 6.9(i(ii) through recognize any health, dental, vision or other welfare expenses incurred by such Covered Employee in the year that includes the Closing Date (l) of this Agreement and applicable authority to unilaterally amendor, from time to timeif later, or terminate First Bank’s existing benefit plans, each Continuing the year in which such Covered Employee shall be is first eligible to participate in First Bank’s existing benefit plans with full credit for prior service with First Bank participate) for purposes of eligibility any applicable deductible and vesting. To the extent that any First Bank plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 expense requirements under any such successor plan for any deductiblehealth, co-payment and dental, vision or 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 datewelfare plan. (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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (lc) Prior to the Effective Time, First Bank Fourth Street shall take all actions requested by SBC that may be necessary or appropriate to (i) cause Fourth Street’s 401(k) Plan, one or more the Fourth Street Benefits Plans to terminate as of the Effective Time, or as of the date immediately preceding the Effective Time, (ii) cause benefit accruals and each individual that entitlements under any Fourth Street Benefit Plan to cease as of the Effective Time, or as of the date immediately preceding the Effective Time, (iii) cause the termination of Fourth Street’s 401(k) Plan, (iv) cause the continuation on and after the Effective Time of any contract, arrangement or insurance policy relating to any Fourth Street Benefit Plan for such period as may be requested by SBC, or (v) facilitate the merger of any Fourth Street Benefit Plan into any employee benefit plan maintained by SBC or an SBC Subsidiary. All resolutions, notices, or other documents issued, adopted or executed in connection with the implementation of this Section 4.14(c) shall be subject to SBC’s reasonable prior review and approval, which shall not be unreasonably withheld, conditioned, or delayed. (d) Nothing in this Section 4.14 shall be construed to limit the right of SBC or any of its Subsidiaries (including, following the Closing Date, Fourth Street) to amend or terminate any Fourth Street 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, Fourth Street) 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 Fourth Street), is terminated by SBC or its Subsidiaries other than (i) “for cause” or (ii) as a party result of death, disability or unsatisfactory job performance, then SBC shall pay severance to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute such Covered Employee in an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations amount as set forth in the SERP Amendmentsseverance policies set forth in Section 4.14(e)(i) of the Seacoast Disclosure Letter (and based upon the non-exempt and exempt status and/or title for the Covered Employee with Fourth Street 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 Seacoast Disclosure Letter.

Employee Benefits and Contracts. (a) All persons who are Following the Effective Time, Buyer shall provide generally to officers and employees of the Seller Entities Republic Companies, who at or after the Effective Time become employees of a Buyer Company ("Continuing Employees"), employee benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of Buyer Common Stock except as set forth in this Section 8.13), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the Buyer 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 defined benefit plans of any Republic Company or any of its predecessors shall be treated as service under Buyer's qualified defined benefit plans, (ii) service under any qualified defined contribution plans of any Republic Company or any of its predecessors shall be treated as service under Buyer's qualified defined contribution plans, and (iii) service under any other employee benefit plans of any Republic Company or any of its predecessors shall be treated as service under any similar employee benefit plans maintained by Buyer. Buyer shall cause the Buyer 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 (except for pre-existing conditions that were excluded under Republic's welfare benefit plans), and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under Republic's welfare benefit plans to be credited to such Continuing Employees under the Buyer 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 Buyer welfare benefit plans. The continued coverage of the Continuing Employees under the employee benefits plans maintained by Republic and/or any Republic Subsidiary immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior during a transition period shall be deemed to the 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 position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of provide the Continuing Employees shall be employees at will and with benefits that are no contractual right less favorable than those offered to employment shall inure to such employees because of this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans are terminated, Buyer agrees that Buyer will transition other employees of First Bank to the comparable Buyer Employee Benefit Plan(s) (if any) in accordance with Section 6.9(c). (c) If 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 Republic employee benefit plans. Buyer elects shall and shall cause Republic and its Subsidiaries to transition employees honor all employment, severance, consulting, and other compensation Contracts disclosed in Sections 7.2 or 8.13 of First Bank the Republic Disclosure Memorandum to Buyer Employee Benefit Plansbetween any Republic Company and any current or former director, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 periodofficer, or employee thereof, and all provisions for vested benefits or other limitations vested amounts earned 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 accrued through the Effective Time under the Republic Benefit Plans. Except as expressly provided in this Section 8.13, nothing contained herein shall in any way limit or restrict the ability of the Merger. In additionBuyer to amend, if modify, or terminate any such transition occurs during the middle of a plan yearemployee benefit plan, Buyer shall use commercially reasonable efforts to cause including any such successor Buyer Employee Republic 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 deductiblePlan, 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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 be responsible for the State Bank & Trust Company 401(k) Profit Sharing Plan (fees related to 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect termination of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicableRepublic Benefit Plans. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Lime Entities immediately prior to the Effective Time and whose employment is not specifically terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time, remain or become employees of First Bank; provided, however, that the Surviving Corporation. Except in no event shall any respect of those employees of Lime Entities separately provided for as set forth in those certain employment agreements dated as of the employees date of this Agreement to become effective as of the Seller Entities be officers of Buyer or State BankEffective Time, Parent shall, or have or exercise any power or duty conferred upon such an officershall cause the Surviving Corporation to, unless honor all Lime employment and until duly elected or appointed to such position by the board change of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except control agreements existing as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all 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 employees employed at will 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 Except as provided in the last sentence of this Section 7.7(b), as of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans 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) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer Parent shall make available employer-provided benefits under Buyer Employee Benefit Plans health and other employee welfare benefit plans to each Continuing Employee on the 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 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 to apply to a Continuing Employee or their covered dependents who were covered under a similar Seller Lime plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Buyer Parent shall use commercially reasonable efforts to cause any such successor Buyer 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 Seller 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 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) Simultaneously herewithParent shall cause the Closing Accrued Compensation to be paid or discharged after the Effective Time as follows: (i) any and all amounts accrued for bonuses shall be vested compensation as of the Effective Time and shall be paid to the employees to which such accrual relates on or before February 28, Xxxxx X. Xxxxxxx2019, IIIwithout condition, Xxxxxx X. Xxxxand (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, Xxxx X. Xxxxxx 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 W. Xxxxxxx Xxxxx shall enter into offer letters and separation agreements its Representatives reasonable access (collectivelyincluding 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 “Officer Service Agreements”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) Seller As of the Effective Time, each Continuing Employee shall use its reasonable best efforts be eligible to cause each holder participate in Parent’s 401(k) plan with full credit for prior service with Lime for purposes of Seller Options eligibility and vesting, and otherwise subject to execute and deliver a Stock Option Cash-Out Agreement dated applicable eligibility requirements as set forth in the 401(k) plan of Lime in existence 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 AgreementAgreement other than the Lime Representative) shall be deemed a third party Third-Party or other beneficiary of this AgreementSection 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 AgreementAgreement (other than in their capacities as Participating Securityholders), except as may be expressly set forth in Section 6.117.7. No provision of Nothing in this Agreement constitutes Section 7.7, express or implied, shall be deemed construed to constitute(i) create a right in any Continuing Employee to employment with Parent, an 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 plan, or other arrangement, an amendment of (iii) be treated as establishing or amending any employee benefit plan or other arrangementarrangement of Parent, Lime or any provision of any employee benefit plan or other arrangementtheir respective Affiliates. (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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are Following the Effective Time, Buyer shall provide generally to officers and employees of the Seller Entities immediately prior employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of Buyer common stock), on terms and conditions which, when taken as a whole, are substantially similar to those currently provided by Habersham Bank to their similarly situated officers and employees. For purposes of participation, vesting and (except in the Effective Time and whose employment is not terminatedcase of Buyer retirement plans) benefit accrual under Buyer's Employee Benefit Plans, if any, at or prior to the 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 service 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 prior to such position by the board of directors of Buyer or State Bank and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans 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) If after the Effective Time shall be treated as service with Habersham Bank. Seller agrees to cooperate with Buyer elects to in the transition employees of First Bank to Buyer its Employee Benefit Plans following the Effective Time including, but not limited to, the termination of one or more Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans as designated by Buyer, no later than immediately prior to each Continuing Employee on the same basis as it provides such coverage to Buyer or State Bank employeesEffective Time. 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 Seller's status as an adopting affiliate 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 1st Franklin Profit Sharing 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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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) "1st Franklin Plan”"), effective as of Seller shall, at Buyer's election, either (a) effect a withdrawal from the date which 1st Franklin Plan immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, including amendments and restatements, of each document evidencing the Seller 401(k) Plan, as may be necessary Closing by providing an appropriate notice pursuant to maintain the Seller 401(k) Plan’s compliance with Code Section 401(a) and other applicable provisions 19.7 of the Code pursuant 1st Franklin Plan and arrange for a distribution of benefits 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 those participants who are eligible to become participants in the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers either employees or former employees of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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)Seller, or (b) would cause take appropriate actions prior to the Buyer Closing to effect as soon as practicable after the Closing a direct transfer of assets and liabilities from the 1st Franklin Plan to Buyer's 401(k) Plan plan, but only to fail the extent of assets and liabilities attributable to meet the applicable requirements of Code Section 401(a)(4) and Treasury regulations promulgated thereunder, or any other applicable provision Seller's sponsorship of the Code, ERISA or other applicable Law1st Franklin Plan. 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plancommunicate its election, as applicable. (k) Within 10 days following contemplated by the date of immediately preceding sentence, to Seller as soon as practicable after the parties have executed this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at Following the Effective Time, remain SBC shall maintain or become cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are full-time active employees of First BankHeartland and/or its subsidiaries on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of SBC or its Subsidiaries, as applicable; provided, however, that 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 retention arrangements or equity compensation when determining whether employee benefits are substantially comparable. SBC shall give the employees Covered Employees full credit for their prior service with Heartland and its Subsidiaries (i) for purposes of the Seller Entities be officers of Buyer eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified 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 position non-qualified employee benefit plan maintained by the board of directors of Buyer or State Bank SBC and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreementwhich Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, the Officer Service Agreements or any subsequent agreement entered into between State Bank vacation plans and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreementsimilar arrangements maintained by SBC. (b) As 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 Heartland Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time, and subject to Sections 6.9(i(ii) through recognize any health, dental, vision or other welfare expenses incurred by such Covered Employee in the year that includes the Closing Date (l) of this Agreement and applicable authority to unilaterally amendor, from time to timeif later, or terminate First Bank’s existing benefit plans, each Continuing the year in which such Covered Employee shall be is first eligible to participate in First Bank’s existing benefit plans with full credit for prior service with First Bank participate) for purposes of eligibility any applicable deductible and vesting. To the extent that annual out-of- pocket expense requirements under any First Bank plans are terminatedsuch health, 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)dental, vision or other welfare plan. (c) If after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 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 cause 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank Heartland shall take all actions requested by SBC that may be necessary or appropriate to (i) cause Heartland’s 401(k) Plan, and each individual that is a party one or more of the Heartland Benefits Plans to a First Bank terminate as of Georgia Supplemental Executive Retirement the Effective Time, or as of the date immediately preceding the Effective Time, (ii) cause benefit accruals and entitlements under any Heartland Benefit Plan shall execute an amendment in form and substance acceptable to Seller (cease as of the “SERP Amendments”). In Effective Time, or as of the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume date immediately preceding the obligations as set forth in the SERP Amendments.Effective Time,

Employee Benefits and Contracts. Following the Effective Time, FLAG shall either (ai) All persons who are continue to provide to officers and employees of the Seller EMPIRE Entities employee benefits under EMPIRE's existing employee benefit and welfare plans or, (ii) if FLAG shall determine to provide to officers and employees of the EMPIRE Entities employee benefits under other employee benefit plans and 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 similar to those currently provided by the FLAG Entities to their similarly situated officers and employees. For purposes of participation and vesting (but not accrual of benefits) under FLAG's employee benefit plans, (i) service under any qualified defined benefit plan of EMPIRE shall be treated as service under FLAG's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of EMPIRE shall be treated as service under FLAG's qualified defined contribution plans, and (iii) service under any other employee benefit plans of EMPIRE shall be treated as service under any similar employee benefit plans maintained by FLAG. With respect to officers and employees of the EMPIRE Entities who, at or after the Effective Time, become employees of a FLAG Entity and who, immediately prior to the Effective Time and whose employment Time, are participants in one or more employee welfare benefit plans maintained by the EMPIRE Entities, FLAG shall cause each comparable employee welfare benefit plan which is not terminatedsubstituted for an EMPIRE welfare benefit plan to waive any evidence of insurability or similar provision, if any, at or to provide credit for such participation prior to the 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 position by the board of directors of Buyer or State Bank and in accordance substitution with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreement, the Officer Service Agreements or any subsequent agreement entered into between State Bank and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreement. (b) As of the Effective Time, and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing benefit plans, each Continuing Employee shall be eligible to participate in 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 plans are terminated, Buyer agrees that Buyer will transition employees of First Bank regard to the comparable Buyer Employee Benefit Plan(s) (if any) in accordance with Section 6.9(c). (c) If after the Effective Time Buyer elects to transition employees application of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 conditioncondition limitation, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans and 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, 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 provide credit towards satisfaction of any annual deductible limitation and or out-of-pocket maximum applied under provisions for expenses incurred by such successor participants during the period prior to such substitution, if any, that overlaps with the then current plan year for any deductibleeach such substituted employee welfare benefit plans. FLAG also shall cause the Surviving Bank and its Subsidiaries to honor in accordance with their terms all employment, co-payment severance, consulting and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation compensation Contracts disclosed 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 cause each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated as Section 8.13 of the date hereof in the form of Exhibit B pursuant EMPIRE Disclosure Memorandum to which he FLAG between any EMPIRE Entity and any current or she agrees to cancel his former director, officer, or her outstanding Seller Options as of employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time in exchange for a one-time cash payment as set forth in Section 2.4 of under 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 EMPIRE Benefit Plans, effective as of the date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.

Employee Benefits and Contracts. (a) All persons Following the Effective Time, Buyer shall cause the Surviving Corporation and its Subsidiaries to continue to provide individuals who are were officers and employees of the Seller 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 provided in Section 3.5 of this Agreement) or similar arrangements, on terms and whose employment is not terminated, if any, at or conditions which when 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 (a “Continuing Employee”) shallwith such changes as Buyer may reasonably determine are required by law). Notwithstanding the foregoing, Buyer may, at any time following the Effective TimeTime and in its sole discretion, remain 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 become employees other plans involving the potential issuance of First Bank; providedBuyer Common Stock other than as provided in Section 3.5 of this Agreement), howeveron terms and conditions which taken as a whole are substantially similar to those provided by the Buyer Entities to their similarly situated officers and employees. In the event the Continuing Employees participate in Buyer's Employee Benefit Plans at any time after the Effective Time then, that (i) for purposes of participation, vesting and (except in no event shall any the case of Buyer retirement plans) benefit accruals under Buyer's Employee Benefit Plans, including the Termination Benefits Plan of Buyer, the service of the employees Continuing Employees with the Target Entities prior to the Effective Time shall be treated as service with a Buyer Entity participating in such 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 Seller Entities be officers 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 Buyer or State Bankparticipation in Buyer's Employee Benefit Plans, or have or exercise any power or duty conferred upon as though such an officer, unless and until duly elected or appointed to such position by the board of directors of Buyer or State Bank and amount had been paid in accordance with the bylaws terms and conditions of the Buyer's Employee Benefit Plans. Notwithstanding the foregoing, Buyer's undertaking set forth in clause (ii) 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 or State Bank. Except as otherwise provided also shall cause the Surviving Corporation and its Subsidiaries to honor in this Agreementaccordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.12 of the Officer Service Agreements or Target Disclosure Memorandum to Buyer between any subsequent agreement entered into between State Bank Target Entity and any such Continuing Employeescurrent or former director, officer, or employee thereof, and all of provisions for vested benefits or other vested amounts earned or accrued through the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this AgreementEffective Time under the Target Benefit Plans. (b) As of Effective prior to the Effective Time, Target shall terminate all of Target's severance and subject to Sections 6.9(i) through (l) of this Agreement and applicable authority to unilaterally amend, from time to time, or terminate First Bank’s existing termination benefit plans, each including without limitation, the Target Severance Benefit Plan, as amended and restated effective October 1, 2000, and Buyer shall cause the Surviving Corporation and its Subsidiaries to adopt the Termination Benefits Plan of Buyer and for a period of at least one year following the Closing shall make such Buyer plan available (and not reduce the benefits available thereunder) to the Continuing Employee shall be eligible to participate in First Bank’s existing benefit plans with full credit for prior service with First Bank for purposes of eligibility and vestingEmployees. To Notwithstanding the extent that any First Bank plans are terminatedpreceding sentence, Buyer agrees that Buyer will transition employees shall cause the Surviving Corporation and its Subsidiaries to honor the terms of First Bank to the comparable Buyer Employee Benefit Plan(s) (if any) Change of Control Agreements disclosed in accordance with Section 6.9(c)8.12 of the Target Disclosure Memorandum. (c) If Buyer shall cause the Surviving Corporation and its Subsidiaries to permit all Continuing Employees to retain and take any paid vacation days accrued but not taken or lost under the Target's and the Target Entities' vacation policies prior to the Effective Time, provided that such vacation days are taken or paid in lieu of being taken within one year after the Effective Time Buyer elects to transition employees of First Bank to Buyer Employee Benefit Plans, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the 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 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 Seller Employee Benefit Plan during that plan year prior to the transition effective dateTime. (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 cause each holder of Seller Options to execute and deliver a Stock Option Cash-Out Agreement dated As soon 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a) of the Code shall be 100% vested in their account balances. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days practicable following the date of this Agreement, Target's Board of Directors or, if appropriate, any committee thereof administering the boards of directors of Seller and First Bank will approveESPP, and the applicable participants will execute shall adopt such resolutions or take such actions as are required to (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (li) Prior terminate such ESPP prior to the Effective Time, First Bank and each individual (ii) provide that is a party the offering period scheduled to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller end on December 31, 2001 (the “SERP Amendments”). In "FINAL OFFERING PERIOD") shall end on the event there is a subsequent mergerearlier of (a) December 31, consolidation 2001, or similar business combination (b) the termination of First Bank the ESPP, and State Bank, Buyer (iii) provide that no new offering periods shall cause State Bank to assume be commenced following the obligations as set forth in termination of the SERP AmendmentsFinal Offering Period.

Employee Benefits and Contracts. (a) All persons who are employees of the Seller Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at Following the Effective Time, remain SBC shall maintain or become cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as a group) who are full-time active employees of First BankNorthStar on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to similarly situated employees of SBC or its Subsidiaries, as applicable; provided, however, that 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 retention arrangements or equity compensation when determining whether employee benefits are substantially comparable. SBC shall give the employees Covered Employees full credit for their prior service with NorthStar and its Subsidiaries (i) for purposes of the Seller Entities be officers of Buyer eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified 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 position non-qualified employee benefit plan maintained by the board of directors of Buyer or State Bank SBC and in accordance with the bylaws of Buyer or State Bank. Except as otherwise provided in this Agreementwhich Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, the Officer Service Agreements or any subsequent agreement entered into between State Bank vacation plans and any such Continuing Employees, all of the Continuing Employees shall be employees at will and no contractual right to employment shall inure to such employees because of this Agreementsimilar arrangements maintained by SBC. (b) As 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 subject to Sections 6.9(i(ii) through recognize any health, dental, vision or other welfare expenses incurred by such Covered Employee in the year that includes the Closing Date (l) of this Agreement and applicable authority to unilaterally amendor, from time to timeif later, or terminate First Bank’s existing benefit plans, each Continuing the year in which such Covered Employee shall be is first eligible to participate in First Bank’s existing benefit plans with full credit for prior service with First Bank participate) for purposes of eligibility any applicable deductible and vesting. To the extent that annual out-of-pocket expense requirements under any First Bank plans are terminatedsuch health, 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)dental, vision or other welfare plan. (c) If after Nothing in this Section 4.14 shall be construed to limit the right of SBC or any of its Subsidiaries (including, following the Closing Date, NorthStar) to amend or terminate any NorthStar 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, NorthStar) 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 Buyer elects shall be subject in all events to transition employees of First Bank to Buyer Employee Benefit PlansSBC’s or its applicable Subsidiary’s normal and customary employment procedures and practices, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or State Bank employees. With respect to Buyer Employee Benefit Plans providing health coverageincluding customary background screening and evaluation procedures, 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, 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 Seller Employee Benefit Plan during that plan year prior to the transition effective datesatisfactory employment performance. (d) Simultaneously herewithIf, Xxxxx X. Xxxxxxxwithin six (6) months after the Effective Time, IIIany Covered Employee (other than those Covered Employees who receive change in control benefits or retention benefits pursuant to employment or retention agreements with NorthStar), Xxxxxx X. Xxxxis terminated by SBC or its Subsidiaries other than (i) for cause or (ii) as a result of death or disability, Xxxx X. Xxxxxx 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(d)(i) of the Seacoast Disclosure Letter (and W. Xxxxxxx Xxxxx shall enter into offer letters based upon the non-exempt and separation agreements exempt status and/or title for the Covered Employee with NorthStar at the Closing). Any severance to which a Covered Employee may be entitled in connection with a termination occurring more than six (collectively, 6) months after the “Officer Service Agreements”)Effective Time will be as set forth in the severance policies set forth in Section 4.14(d)(ii) of the Seacoast Disclosure Letter. (e) Seller Except to the extent otherwise expressly provided in this Section 4.14, SBC shall use its reasonable best efforts honor, and SBC shall be obligated to cause 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 perform, all agreements that are 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 date which immediately precedes the Closing Date. Upon such action, participants in such applicable Seller Benefit Plans that are Seller ERISA Plans which are intended to be qualified under Section 401(a4.14(e) of the Code shall be 100% vested in their account balancesCompany Disclosure Letter. (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”), effective as of the date which immediately precedes the date which includes the Effective Time (the “Termination Date”), (ii) prior to the Seller 401(k) Plan’s termination under “(i),” immediately above, Seller shall adopt all amendments, 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 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 the Buyer’s 401(k) Plan; provided, however, that the Buyer 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to be “parties in interest” or “disqualified persons” as of or after the Closing Date, in respect of the Buyer 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 the Buyer 401(k) Plan, (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 (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 applicable provision of the Code, ERISA 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, 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 (subject to any eligibility requirements under the Buyer 401(k) Plan), including the amendment of the plan document and/or adoption agreement for the Buyer 401(k) Plan, as applicable. (k) Within 10 days following the date of this Agreement, the boards of directors of Seller and First Bank will approve, and the applicable participants will execute (if applicable), amendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in cash, and equity bonuses earned shall be paid in cash based upon the value of the Merger Consideration (i.e., the cash payment shall be equal to the product obtained by multiplying the total number of bonus shares earned by the Per Share Purchase Price). (l) Prior to the Effective Time, First Bank and each individual that is a party to a First Bank of Georgia Supplemental Executive Retirement Plan shall execute an amendment in form and substance acceptable to Seller (the “SERP Amendments”). In the event there is a subsequent merger, consolidation or similar business combination of First Bank and State Bank, Buyer shall cause State Bank to assume the obligations as set forth in the SERP Amendments.