Common use of Employee Benefits and Contracts Clause in Contracts

Employee Benefits and Contracts. (a) For a period of one year following the Effective Time, except as contemplated by this Agreement, any Buyer Entity shall provide generally to employees who are actively employed by a Seller Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer Entities to their similarly situated employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off program, the service of the Covered Employees with a Seller Entity prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) 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 resolutions, 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 prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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 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) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For Unless otherwise agreed between First Bank and a Covered Employee, for the period of one year following the Effective Time, except as contemplated by this Agreement, any Buyer Entity shall provide generally to employees who are actively employed by a Seller Entity beginning on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following and ending on the one year anniversary of the Closing Date (or such shorter period of employment, as the case may be), each employee of Malvern who remains employed by the Surviving Corporation or any First Bank Entity after the Closing Date (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages and annual cash bonus opportunity that is no less favorable than the annual rate of salary or wages, or bonus opportunity, as applicable, provided to such Covered Employee by Malvern as of immediately prior to the Closing and (ii) benefits under Buyer Benefit Plans, on terms (excluding equity and conditions which are, other long-term incentive awards) that are substantially comparable in the aggregate, substantially comparable aggregate to those the benefits provided by Buyer Entities to their similarly situated employeesemployees of First Bank; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until until such time as Buyer First Bank shall cause the Covered Employees to participate in the applicable Buyer Benefit PlansFirst Bank employee benefit plans, the continued participation of the Covered Employees in the Seller Malvern Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans First Bank’s employee benefit plans may commence at different times with respect to each of Buyer Benefit PlansFirst Bank’s employee benefit plans). . (b) For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and for purposes of determining a Covered Employee’s entitlement eligibility to paid time off participate and vesting under the applicable Buyer EntityFirst Bank’s paid time off programemployee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of the a Covered Employees Employee with a Seller Malvern Entity prior to the Effective Time shall be treated as service with a Buyer First Bank Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Malvern Entities for purposes of under a similar benefit plancorresponding 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 program, policy, agreement or arrangement (x) under which similarly-situated employees of Buyer First Bank Entities do not receive credit for prior service, service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation, . In no event shall any Covered Employee be eligible to participate in any closed or (z) for purposes frozen plan of retiree medical benefits or level of benefits under a defined benefit pension planany First Bank Entity. (bc) Prior to the Closing Date, the Seller 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 no later than the day before the Closing Date, any Seller Malvern Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code Section 401(k) (a “401(k) Plan”). Seller Malvern shall provide Buyer First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans Plan in advance and give Buyer First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller Malvern shall provide Buyer First Bank with the final documentation evidencing that the 401(k) Plans have Plan has been terminated. (cd) Upon request by Buyer First Bank in writing prior to the Closing Date, the Seller Malvern Entities shall cooperate in good faith with Buyer prior to First Bank, effective on Closing Date, and conditioned upon the Closing Date consummation of the transaction contemplated hereby, to amend, freeze, terminate or modify any other Seller Malvern Benefit Plan to the extent and in the manner determined by Buyer First Bank effective upon the Closing Date (or at such different time mutually agreed to by the Partiesparties) and consistent with applicable Law. Seller Malvern shall provide Buyer 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(c7.8(d), as applicable, and give Seller First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller Malvern shall provide Buyer First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (de) Without limiting the generality The provisions of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than 7.8 are solely for the benefit of the Parties or their respective successors)to this Agreement, including any current or former and no employee, officerany dependent or beneficiary thereof, director or consultant of Seller or any of its Subsidiaries or Affiliates, other individual associated therewith shall be regarded for any rights, remedies, obligations, or liabilities under or by reason purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Seller Malvern Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, policy, agreement or arrangement maintained or sponsored by BuyerFirst Bank, Seller Malvern or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Surviving CorporationClosing Date, Buyer or any of their Subsidiaries or Affiliates the Malvern Entities) to amend, modify or terminate any Seller Malvern Benefit Plan, employment agreement Plan or any other employee benefit or employment plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee, officer, director employee or consultant of Seller or any of its Subsidiaries or Affiliates, other service provider any right to employment or continued employment or continued service with Buyer or any Buyer SubsidiariesFirst Bank Entity (including, following the Closing Date, the Surviving Corporation or the Seller 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, SellerMalvern, Buyer First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, officer, director employee or consultant of Seller or any of its Subsidiaries or Affiliates other service provider at any time for any reason whatsoever, with or without cause. (ef) On Malvern and Malvern Bank shall take or cause to be taken all such actions as may be necessary to effect the Closing 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, Seller ”). No new participants shall provide Buyer with 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 list sufficient number of employees who have suffered an “employment loss” shares of Malvern Common Stock held in the Malvern ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the WARN ActMalvern 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 90 days preceding Malvern ESOP’s Loan Suspense Account shall be deemed to be earnings and shall be allocated as earnings to the Closing accounts of the ESOP participants who are employed as of the ESOP Termination Date or had a reduction in hours 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 50% 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 180 days preceding 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 Closing Date, each identified by date of the Agreement who remain employed by Xxxxxxx as of the Effective Time and whose employment loss is terminated by First Bank or reduction Malvern Bank (absent termination for cause) within the time period set forth in hoursSection 7.8(g)(i) of Malvern’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum, employing entity subject to receipt of an effective release of claims from the employee receiving such severance payment, which release shall be in form and facility locationsubstance reasonably satisfactory to Malvern and First Bank. In addition, Xxxxxxx shall be permitted to grant retention bonuses to Employees of Malvern as of the date of this Agreement who remain employed by Xxxxxxx as of the Effective Time, with such Employees and retention bonus amounts determined mutually between Malvern and First Bank.

Employee Benefits and Contracts. (a) For 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 period of one year following “Continuing Employee”) shall, at the Effective Time, except as contemplated by this Agreement, any Buyer Entity shall provide generally to remain or become employees who are actively employed by a Seller Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer Entities to their similarly situated employeesof First Bank; provided, however, that in no event shall any Covered 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 closed or frozen plan First Bank plans are terminated, Buyer agrees that Buyer will transition employees of any First Bank to the comparable Buyer Entity. Until such time as Employee Benefit Plan(s) (if any) in accordance with Section 6.9(c). (c) If after the Effective Time Buyer shall cause the Covered Employees elects to participate in the applicable 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 continued participation 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 Covered Employees 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 Plans 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 satisfy the foregoing provisions constitute, an employee benefit plan or other arrangement, an amendment of this clause any employee benefit plan or other arrangement, or any provision of any employee benefit plan or other arrangement. (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 i) Upon not less than 10 days’ notice prior to the Effective Time Closing Date from Buyer to Seller, Seller shall be treated cause the termination, amendment, or other appropriate modification of each Seller Benefit Plan as service with a specified by Buyer Entity participating 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, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) 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 date which immediately precedes the Closing Date. Upon such action, any participants in such applicable Seller Benefit Plan Plans that is are Seller ERISA Plans which are intended to constitute a tax-be qualified defined contribution plan under Internal Revenue 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 (a 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 provide Buyer 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 a copy Code Section 401(a) and other applicable provisions of the resolutionsCode pursuant to such termination, plan amendments, notices and other documents prepared to effectuate the termination (iii) as of the Termination Date, Seller shall proceed with implementing the process of distributing the Seller 401(k) Plans Plan’s account balances to participants as their interests appear pursuant to such termination. Buyer shall cause the State Bank & Trust Company 401(k) Profit Sharing Plan (the “Buyer 401(k) Plan”) to accept rollovers of distributions and participant loans from the Seller 401(k) Plan by the Seller 401(k) Plan’s participants who are eligible to become participants in advance and give the Buyer’s 401(k) Plan; provided, however, that the Buyer a reasonable opportunity 401(k) Plan shall not accept rollovers of participant loans from Seller 401(k) Plan participant-borrowers that are determined to comment on such documents (which comments shall be considered “parties in good faith), and prior to 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 provide Buyer cause each Continuing Employee to receive full credit for all service with the final documentation evidencing that Seller and First Bank under the Buyer 401(k) Plans have been terminated. (c) Upon request by Buyer in writing Plan for purposes of eligibility and vesting. At or prior to the Closing DateClosing, 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 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 upon as of the Closing Date (or at such different time mutually agreed subject to by any eligibility requirements under the PartiesBuyer 401(k) and consistent with applicable Law. Seller shall provide Buyer with a copy Plan), including the amendment of the resolutions, plan amendments, notices and other documents prepared to effectuate document and/or adoption agreement for the actions contemplated by this Section 7.8(c)Buyer 401(k) Plan, 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. (dk) Without limiting Within 10 days following the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 date of this Agreement. In no event shall , the terms boards of this Agreement: directors of Seller and First Bank will approve, and the applicable participants will execute (i) establishif applicable), amendamendments to all Seller Benefit Plans that authorize the issuance of equity as bonus consideration, or modify any and which are listed on Schedule 6.9(k), to provide for all payments solely in the form of cash (the “Seller Benefit Plan or any “employee benefit plan” as defined Amendments”); specifically, cash bonuses earned which would have been converted to equity shall be paid in Section 3(3) of ERISAcash, 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 and equity bonuses earned shall be paid in cash based upon the ability value 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 Merger Consideration (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 Subsidiariesi.e., the Surviving Corporation or cash payment shall be equal to the Seller Entities, or constitute or create an employment agreement with any employee, or interfere with or restrict in any way product obtained by multiplying the rights total number of bonus shares earned by 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 causePer Share Purchase Price). (el) On Prior to the Closing DateEffective 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 provide Buyer with a list of employees who have suffered an “employment loss” (cause State Bank to assume the obligations as defined set forth 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 locationSERP Amendments.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except SBC shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as contemplated by this Agreement, any Buyer Entity shall provide generally to employees a group) who are actively employed by a Seller Entity full-time active employees of Business Bank and/or its subsidiaries on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date that provide employee benefits under Buyer Benefit Plans, on terms and conditions which arecompensation opportunities which, in the aggregate, are substantially comparable to those provided by Buyer Entities the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to their similarly situated employeesemployees 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 Buyer Entityretention arrangements or equity compensation when determining whether employee benefits are substantially comparable. Until such time as Buyer SBC shall cause give the 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 which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC. (b) With respect to any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, SBC or its applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans 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 deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times waived with respect to each of Buyer such Covered Employee to the extent such condition was or would have been covered under the Business Bank Benefit Plans). For purposes of determining eligibility Plan in which such Covered Employee participated immediately prior to participate and vesting under Buyer Benefit Plansthe 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 determining 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 Covered Employeedate immediately preceding the Effective Time, (ii) cause benefit accruals and entitlements under any Business Bank 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 Business Bank Benefit Plan for such period as may be requested by SBC, or (iv) facilitate the merger of any Business Bank Benefit Plan into any employee benefit plan maintained by SBC or an SBC Subsidiary. All resolutions, 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 entitlement 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 paid time off under limit the right of SBC or any of its Subsidiaries (including, following the Closing Date, Business Bank) to amend or terminate any Business Bank Benefit Plan or other employee benefit plan, to the extent such amendment or termination is permitted by the terms of the applicable Buyer Entity’s paid plan, nor shall anything in this Section 4.14 be construed to require SBC or any of its Subsidiaries (including, following the Closing Date, Business Bank) to retain the employment of any particular Covered Employee for any fixed period of time off programfollowing the Closing Date, and the service continued retention (or termination) by SBC or any of the its Subsidiaries of any Covered Employees with a Seller Entity prior Employee subsequent to the Effective Time shall be treated as service with a Buyer Entity participating subject in such Buyer Benefit Plansall events to SBC’s or its applicable Subsidiary’s normal and customary employment procedures and practices, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior to the Closing Date, the Seller Entities shall take all necessary action (including without limitation the adoption of resolutions customary background screening 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 resolutions, 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)evaluation procedures, and prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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, satisfactory 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 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 causeperformance. (e) On If, within six (6) months after the Closing DateEffective Time, Seller any Covered Employee (other than those Covered Employees who receive change in control benefits or retention benefits pursuant to employment or retention agreements with Business Bank), is terminated by SBC or its Subsidiaries other than (i) “for cause” or (ii) as a result of death, disability or unsatisfactory job performance, then SBC shall provide Buyer pay severance to such Covered Employee in an amount as set forth in the severance policies set forth in Section 4.14(e)(i) of the 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 which a Covered Employee may be entitled in connection with a list of employees who have suffered an “employment loss” termination occurring more than six (6) months after the Effective Time will be as defined set forth in the WARN Actseverance policies set forth in Section 4.14(e)(ii) in of the 90 days preceding Seacoast Disclosure Letter. (f) At or prior to the Closing Date or had a reduction in hours Closing, Business Bank shall make the payments set forth on Section 4.14(f) 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 locationSeacoast Disclosure Letter.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity shall provide generally to officers and employees who are actively employed by a Seller Entity on of the Closing Date Target Entities as of the Effective Time (“Covered Affected Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under employee benefit and welfare plans (other than any frozen or grandfathered plans, which includes the Buyer Benefit PlansEntities’ defined benefit pension plans and retiree medical plans), on terms and conditions which are, in the aggregate, when taken as a whole are substantially comparable similar to those currently provided by the Buyer Entities to their similarly situated officers and employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until until such time as Buyer shall cause the Covered Affected Employees to participate in the applicable benefit plans of the Buyer Benefit PlansEntities, the an Affected Employee’s continued participation in the benefit plans of the Covered Employees in the Seller Benefit Plans Target Entities shall be deemed to satisfy the foregoing provisions of this clause sentence (it being understood that participation in the Buyer Benefit Plans plans may commence at different times with respect to each Buyer plan); provided, further, that, for a period of 12 months after the Effective Time, Buyer Benefit Plans)shall provide generally to Affected Employees (other than any such officers or employees who are party to an individual agreement that provides for severance benefits) severance benefits in accordance with the severance policy of Target as disclosed in Section 7.8 of its Disclosure Memorandum. For purposes of determining eligibility to participate participation, vesting and vesting benefit accrual under Buyer Benefit Plans, and for purposes of determining a Covered EmployeeBuyer’s entitlement to paid time off under the applicable Buyer Entity’s paid time off programemployee benefit plans, the service of the Covered Affected Employees with a Seller Entity prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, employee benefit plans to the same extent each such Affected Employee was entitled to service credit under a similar Target Benefit Plan; provided that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service credit shall not be provided (ix) operate to duplicate under any benefits defined benefit pension plans or retiree medical plans or programs of a Covered Employee Buyer and its Affiliates or with respect to the same period level of service allocations to any retirement plans of Buyer and its Affiliates, (y) if it would result in a duplication of benefits or (iiz) apply with respect to any frozen or grandfathered Employee Benefit Plan of Buyer or its Affiliates or newly established Employee Benefit Plans of Buyer or its Affiliates that do not provide credit for purposes of any plan, program or arrangement (x) under which similarly-past service to similarly situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension planits Affiliates. (b) 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 Time under the Target Benefit Plans, in accordance with their terms; provided, that for purposes of determining the “highest annual bonus amount” (or other term, provision or concept of similar import) during the relevant look back period in such Contracts, Buyer agrees that it shall take into account all bonuses paid by Target or its Subsidiaries to the relevant officer or employee since January 1, 2008 when making such determination. Buyer hereby acknowledges that the Merger shall constitute a “change in control” (or concept of similar import) in accordance with the provisions of the employment, severance, consulting, retirement and other compensation Contracts of Target and the other Target Benefit Plans. Except as set forth in this Section 7.8, Buyer shall, or shall cause the Surviving Corporation, after consummation of the Merger to, pay all amounts provided under such Target Benefit Plans and Contracts as a result of a change in control of Target, as applicable, in accordance with their respective terms, and to honor all rights and privileges under any such Target Benefit Plans which become effective as a result of such change in control. (c) Prior to the Closing DateEffective Time, if requested by Buyer in writing in advance of the Seller Entities Effective Time, Target shall take all necessary action (action, including without limitation the adoption of resolutions and and/or plan amendments and amendments, to terminate the delivery of any required notices) to terminate, effective as of 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 Target 401(k) (Plan effective immediately prior to the Effective Time. If Buyer makes such a “request to terminate the Target 401(k) Plan”). Seller , Target shall provide Buyer with a copy of the resolutions, resolutions and/or plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans in advance and give Buyer 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 amendments evidencing that the Target 401(k) Plans have Plan has been terminated. (c) Upon request by Buyer terminated in writing prior to the Closing Date, the Seller Entities shall cooperate in good faith accordance 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 upon 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 effectuatedits terms. (d) Without limiting the generality of Section 10.410.8, nothing in the provisions of this Section 7.8, expressed or implied, is intended 7.8 are solely for the benefit of the parties to confer upon any Person (other than the Parties or their respective successors), including any this Agreement and no current or former employee, officer, director or consultant of Seller independent contractor or any of its Subsidiaries or Affiliates, other individual associated therewith shall be regarded for any rights, remedies, obligations, or liabilities under or by reason purpose as a third-party beneficiary of this Agreement. In no event Nothing in this Agreement shall the terms of this Agreement: (i) establish, amend, or modify be construed as an amendment to any Seller Target Benefit Plan or other Employee Benefit Plan for any “purpose. No provision of this Agreement shall create any right in any employee benefit plan” as defined in Section 3(3) or officer of ERISAa Target Entity to continued employment by any Buyer Entity, including Surviving Corporation, 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 preclude the ability of the any Buyer Entity, including 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 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 employment of any employee, officer, director employee or consultant of Seller or any of its Subsidiaries or Affiliates at any time officer for any reason whatsoever, with or without causereason. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following the Effective Time, except as contemplated by this Agreement, any Buyer Entity shall provide generally to employees All Persons who are actively employed by a Seller Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer employees of ASBB Entities to their similarly situated employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off program, the service of the Covered Employees with a Seller Entity 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 or the effective time of the Bank Merger, as applicable, become employees of Buyer or Buyer Bank, as applicable. Buyer and Buyer Bank shall 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 with such agreements are Continuing Employees or receive new agreements with Buyer. Buyer and Buyer Bank shall honor the Bank Change in Control Severance Plan. All of the Continuing Employees shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plansemployed at will, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee and no contractual right with respect to the same period employment shall inure to such employees because of service or (ii) apply for purposes of any planthis Agreement, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension planexcept as otherwise contemplated by this Agreement. (b) 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 As of the resolutionsEffective Time, 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 each Continuing Employee shall be considered employed on the same terms and conditions as similarly situated employees of Buyer Bank and eligible to participate in good faith), each of Buyer’s Employee Benefit Plans with full credit for prior service with ASBB solely for purposes of eligibility and prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminatedvesting. (c) Upon request As of the Effective Time, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or Buyer Bank employees. With respect to Buyer Employee Benefit Plans providing health coverage, Buyer shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar ASBB plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Buyer shall use commercially reasonable efforts to cause any such successor Buyer Employee Benefit Plan providing health coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by Buyer a Continuing Employee respecting his or her participation in writing the corresponding ASBB Employee Benefit Plan during that plan year prior to the Closing Datetransition effective date. Notwithstanding the foregoing, and in lieu of the Seller Entities shall cooperate same, Buyer may continue ASBB’s health and other employee welfare benefit plans for each Continuing Employee as in good faith with Buyer effect immediately 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 upon 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 effectuatedEffective Time. (d) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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 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) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For All persons who are employees of the Cornerstone Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a period of one year following “Continuing Employee”) shall, at the Effective Time, except as contemplated by this Agreement, any Buyer Entity shall provide generally to become employees who are actively employed by a Seller Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer Entities to their similarly situated employeesof First Community; provided, however, that in no event shall any Covered of the employees of the Cornerstone Entities be officers of Parent or First Community, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by the Board of Directors of Parent or First Community and in accordance with the bylaws of Parent or First Community. All of the Continuing Employees shall be employed at the will of First Community, and no contractual right to employment shall inure to such employees because of this Agreement except as may be otherwise expressly set forth in this Agreement. (b) As of the Effective Time, each Continuing Employee shall be eligible to participate in each of Parent’s Employee Benefit Plans with full credit for prior service with Cornerstone solely for purposes of eligibility and vesting. (c) As of the Effective Time, Parent shall make available employer-provided benefits under Parent Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Parent or First Community employees. With respect to Parent Employee Benefit Plans providing health coverage, Parent shall use commercially reasonable efforts to cause any closed pre-existing condition, eligibility waiting period, or frozen other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar Cornerstone plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Parent shall use commercially reasonable efforts to cause any such Parent Employee Benefit Plan providing health coverage to give credit towards satisfaction of any Buyer Entity. Until annual deductible limitation and out-of-pocket maximum applied under such time as Buyer shall cause the Covered Employees to participate plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in the applicable Buyer corresponding Cornerstone Employee Benefit PlansPlan during that plan year prior to the transition effective date. (d) Simultaneously herewith, the continued participation Chief Executive Officer of Cornerstone shall enter into and deliver to Parent a Consulting Agreement dated as of the Covered Employees date hereof (and which shall be effective as of the Effective Time) in the Seller Benefit Plans form of Exhibit B. (e) Simultaneously herewith, the Chief Financial Officer of Cornerstone shall enter into and deliver to Parent a Non-Solicitation Agreement dated as of the date hereof (and which shall be effective as of the Effective Time) in the form of Exhibit C. (f) Simultaneously herewith, the Senior Lender of Cornerstone Bank shall enter into and deliver to Parent a Director Non-Competition Agreement dated as of the date hereof (and which shall be effective as of the Effective Time) in the form of Exhibit D. (g) Simultaneously herewith, each of Cornerstone’s directors, other than the Chief Financial Officer and the Senior Lender, shall enter into and deliver to Parent a Non-Competition Agreement dated as of the date hereof (and which shall be effective as of the Effective Time) in the form of Exhibit E. (h) Simultaneously herewith, each of Cornerstone’s executive officers and directors shall enter into and deliver to Parent a Shareholder Support Agreement dated as of the date hereof in the form of Exhibit F pursuant to which he or she will vote his or her shares of Cornerstone Common Stock in favor of this Agreement and the transactions contemplated hereby. (i) No officer, employee, or other Person (other than the corporate Parties to this Agreement) shall be deemed a third party or other beneficiary of this Agreement, and no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement, except as may be expressly set forth in Section 7.11. No provision of this Agreement constitutes or shall be deemed to satisfy the foregoing provisions 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 clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off program, the service of the Covered Employees with a Seller Entity prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not Agreement (i) operate constitutes or shall be deemed to duplicate constitute, an employee benefit plan or other arrangement, an amendment of any benefits employee benefit plan or other arrangement, or any provision of a Covered Employee with respect to the same period of service any employee benefit plan or other arrangement or (ii) apply for purposes of provide any plan, program right or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered entitlements to any employee 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 planother third party. (bk) Prior Upon not less than ten days’ notice prior to the Closing DateDate from Parent to Cornerstone, Cornerstone shall cause the Seller Entities termination, amendment or other appropriate modification of each Cornerstone Benefit Plan as specified by Parent in such notice such that no Cornerstone Entity shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of sponsor or otherwise have any required notices) to terminatefurther Liability thereunder in connection with such applicable Cornerstone Benefit Plans, effective as of no later than the day before date which immediately precedes the Closing Date. Upon such action, any Seller participants in such applicable Cornerstone Benefit Plans that are Cornerstone ERISA Plans shall be 100% vested in their account balances. With respect to each such Cornerstone Benefit Plan that is intended as to constitute which Parent issues such notice and which provides for a tax-qualified defined contribution plan under Internal Revenue “cash or deferred arrangement” pursuant to Code Section 401(k) (each, a “401(k) Plan”). Seller shall provide Buyer with a copy of the resolutions, 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 prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the Closing Date, the Seller appropriate Board of Directors among the Cornerstone Entities shall cooperate 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 each 401(k) Plan’s termination under “(i),” immediately above, Cornerstone shall cause each 401(k) Plan to adopt all amendments, including amendments and restatements, of each document evidencing each 401(k) Plan, as may be necessary to maintain 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, Cornerstone shall cause each 401(k) Plan to proceed with implementing the process of distributing each 401(k) Plan’s account balances to participants. Parent or Parent Bank shall cause its Employee Benefit Plan which provides for a “cash or deferred arrangement” pursuant to Code Section 401(k) to accept direct rollovers from any 401(k) Plan described in good faith with Buyer the preceding sentence, and will use commercially reasonable efforts to permit direct rollover of a participant plan loan. Prior to the Closing, (1) Cornerstone shall amend or shall cause the amendment of any and all SIMPLE XXX arrangements sponsored by one or more of Parent, Cornerstone Bank and any and all Parent Subsidiaries, effective as of immediately prior to the Closing Date Effective Time, such that each such SIMPLE XXX shall not permit any additional individuals to amendbe eligible to become participants in each such applicable SIMPLE XXX, freezeand (2) Cornerstone shall amend and restate or shall cause the amendment and restatement of each such SIMPLE XXX on the current IRS Form 5305-SIMPLE, terminate or modify any other Seller Benefit Plan and shall thereafter submit each such SIMPLE XXX to the extent and in the manner determined by Buyer effective upon 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 IRS pursuant to the Closing Date, Seller shall provide Buyer with IRS’ Voluntary Correction Program for an appropriate IRS “compliance statement” from the final documentation evidencing that the actions contemplated herein have been effectuatedIRS. (d) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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 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) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following the Effective Time, except as contemplated by this Agreement, any Buyer Entity WSFS shall, or shall cause the Surviving Corporation to, provide generally to employees who are actively employed by a Seller Bryn Mawr Entity on at the Closing Date Effective Time (“Covered Employees”) while employed by such Buyer Entity WSFS following the Closing Date employee benefits under Buyer WSFS Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer WSFS Entities to their similarly situated employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer WSFS Entity. Until such time as Buyer WSFS shall cause the Covered Employees to participate in the applicable Buyer WSFS Benefit Plans, the continued participation of the Covered Employees in the Seller Bryn Mawr Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer WSFS Benefit Plans may commence at different times with respect to each of Buyer WSFS Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer WSFS Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer EntityWSFS’s paid time off program, the service of the Covered Employees with a Seller Bryn Mawr Entity prior to the Effective Time shall be treated as service with a Buyer WSFS Entity participating in such Buyer WSFS Benefit Plans, to the same extent that such service was formally recognized by the Seller Bryn Mawr Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer WSFS Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior 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 preexisting condition limitations to the extent such conditions were covered under the applicable life, disability, medical, dental or health plans of the Bryn Mawr Entities, (ii) provide credit under medical, dental and health plans for any deductibles, co-payment and out-of-pocket expenses incurred by the Covered Employees (and their beneficiaries) under analogous plans of the Bryn Mawr Entities prior to the Effective Time during the portion of the applicable plan year prior to participation, and (iii) waive any waiting period limitation, actively-at-work requirement or evidence of insurability requirement that would otherwise be applicable to such Covered Employees and their beneficiaries on or after the Effective Time to the extent such employee or beneficiary had satisfied any 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 Bryn Mawr and shall fully comply with such resolutions and any necessary amendments. (d) Upon request by WSFS in writing prior to the Closing Date, the Seller Bryn Mawr Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) cooperate in good faith with WSFS prior to terminate, effective as of no later than the day before the Closing DateDate to amend, freeze, terminate or modify any Seller other Bryn Mawr Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Internal Revenue Code Section 401(kthe extent and in the manner determined by WSFS effective upon the Closing Date (or at such different time mutually agreed to by the Parties) (a “401(k) Plan”)and consistent with applicable Law. Seller Bryn Mawr shall provide Buyer WSFS with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans in advance actions contemplated by this Section 7.8(d), as applicable, and give Buyer WSFS a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller Bryn Mawr shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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 WSFS with the final documentation evidencing that the actions contemplated herein have been effectuated. (de) Without limiting the generality of Section 10.4, nothing in this Section 7.8Agreement, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors)Person, including any current or former employee, officer, director or consultant of Seller Bryn Mawr 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 Seller 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 BuyerWSFS, Seller Bryn Mawr or any of their respective Affiliates; , (ii) alter or limit the ability of the Surviving Corporation, Buyer WSFS or any of their Subsidiaries or Affiliates to amend, modify or terminate any Seller 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 Seller Bryn Mawr or any of its Subsidiaries or Affiliates, any right to employment or continued employment or continued service with Buyer WSFS or any Buyer WSFS Subsidiaries, the Surviving Corporation or the Seller Bryn Mawr Entities, or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, SellerBryn Mawr, Buyer WSFS or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Seller Bryn Mawr or any of its Subsidiaries or Affiliates at any time for any reason whatsoever, with or without cause. (ef) On the Closing Date, Seller Bryn Mawr shall provide Buyer 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. (g) 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, Bryn Mawr shall, prior to the Closing Date, cooperate in good faith with WSFS to effect reasonable measures to minimize any such payments or benefits from being characterized as “excess parachute payments” within the meaning of Section 280G(b)(1) of the Internal Revenue Code. (h) The parties shall perform the actions set forth on Section 7.8 of each of Bryn Mawr’s and WSFS’s Disclosure Memorandum.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity shall provide generally to officers and employees (as a group) who are actively employed by a Seller Target Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Employee Benefit Plans, on terms and conditions which are, in the aggregate, when taken as a whole are substantially comparable similar to those currently provided by Buyer Entities to their similarly situated officers and employees, including severance benefits in accordance with the applicable severance policy of Buyer (other than to any Covered Employee who is party to individual agreements or letters that entitle such person to different severance or termination benefits); provided, however, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Employee Benefit Plans, the continued participation of the Covered Employees in the Seller Target Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Buyer’s Employee Benefit Plans may commence at different times with respect to each of Buyer Buyer’s Employee Benefit Plans). For purposes of determining eligibility to participate participation, vesting and vesting benefit accrual under Buyer Buyer’s Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off program, the service of the Covered Employees with a Seller Entity prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plansemployee benefit plans, to the same extent that such service was formally recognized by the Seller Target Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities who receive prior service credit under other Buyer Employee Benefit Plans do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. Buyer agrees that where applicable with respect to any group health care plan maintained by Buyer in which any Covered Employee is eligible to participate, for the plan year in which the Effective Time (or commencement of participation in a plan of a Buyer Entity) occurs, Buyer shall use its reasonable best efforts to provide that any covered expenses incurred on or before the Effective Time by the Covered Employees shall be taken into account for purposes of satisfying applicable deductible and maximum out-of-pocket provisions after the Effective Time, to the same extent as such expenses were taken into account under the comparable Target Benefit Plan, subject to the applicable information being provided to Buyer in a form that Buyer and its plan administrator reasonably determine is administratively feasible to take into account under the Buyer plans. Such expenses shall also count toward any annual or lifetime limits, treatment or visit limits or similar limitations that apply under the terms of the applicable Buyer plan. (b) Prior Buyer Entities also shall honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 7.8(b) of its Disclosure Memorandum to Buyer between any Target Entity and any Covered Employee or former director, officer, or employee of any Target Entity, and all vested benefits earned through the Effective Time under the Target Benefit Plans in accordance with the terms of such plans and this Agreement. Buyer hereby acknowledges that the Merger shall constitute a “change in control” (or concept of similar import) in accordance with the provisions of the employment, severance, consulting, retirement and other compensation Contracts of Target and the other Target Benefit Plans listed in Section 7.8(b) of its Disclosure Memorandum. (c) To the extent requested by Buyer in a writing delivered to Target following the date hereof and prior to the Closing Date, the Seller 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 immediately prior to the Closing Date, any Seller Target Benefit Plan (as elected by Buyer) that is intended to constitute a tax-qualified defined contribution plan under Internal Revenue Code Section 401(k) (a “401(k) Plan”) or an “employee stock ownership plan” within the meaning of Section 4975(e)(7) of the Internal Revenue Code (an “ESOP”). Seller Target shall provide Buyer with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans and ESOP in advance and give Buyer a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller Date Target shall provide Buyer with the final documentation 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, the Covered Employees shall be permitted to roll any eligible rollover distributions (excluding loans) into a Buyer Entity cash or deferred arrangement within the meaning of Section 401(k) of the Code. (cd) Upon request To the extent requested by Buyer in writing delivered to Target following the date hereof and no later than 60 days prior to the Closing Date, the Seller Target Entities shall cooperate in good faith with Buyer take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to freeze for all purposes (other than as prohibited by ERISA), effective as of no later than immediately prior to the Closing Date to amendDate, freeze(i) the Retirement Plan for Employees of BancTrust Financial Group, terminate or modify Inc. and any other Seller Benefit Plan to the extent and in the manner determined by Buyer effective upon the Closing Date (or at such different time mutually agreed to tax-qualified defined benefit retirement plan maintained by the PartiesTarget Entities (the “Target Pension Plan”) and consistent with (ii) the supplemental retirement plans of the Target Entities applicable Lawto employees and directors and any related agreements. Seller 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(c7.8(d), as applicable, and give Seller Target a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date Target, shall provide Buyer with the final documentation evidencing that such plans have been frozen. (e) If requested by Buyer at least 60 days before the Closing Date, within the thirty (30) day period prior to the Closing Date, Target shall take all necessary steps to cause the Director Plan and related trust agreement to be terminated, contingent upon the occurrence of the Effective Time, and all participants shall receive payment of their account balances thereunder in a lump sum within thirty (30) days following the Closing Date; provided, however, that such termination shall not be required if such termination would not be permissible under Treasury Regulation section 1.409A-3(j)(4)(ix)(B), in which case, Target shall take the necessary steps to freeze the Director Plan for all purposes, effective as of the Closing Date. Following the date hereof, Buyer and Target will cooperate in good faith to determine whether the Director Plan can be terminated pursuant to Section 409A of the Code and whether any other arrangements of the Target Entities are required to be aggregated with the Director Plan for purposes of Section 409A of the Internal Revenue Code and therefore also terminated (and may be terminated in accordance therewith). Target shall provide Buyer with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(e), if applicable, and give Target a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller Target shall provide Buyer with the final documentation evidencing that the actions contemplated herein have Director Plan (and any plan required to be aggregated with it) has been effectuatedterminated, if applicable. (df) Without limiting the generality of Section 10.4, nothing in the provisions of this Section 7.87.8 are solely for the benefit of the parties to this Agreement, expressed or impliedand no Covered Employee, is intended to confer upon any Person (other than the Parties or their respective successors), including any current or former employee, officer, director or consultant of Seller employee or any of its Subsidiaries or Affiliates, other individual associated therewith shall be regarded for any rights, remedies, obligations, or liabilities under or by reason purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: Agreement be deemed to (i) establish, amend, or modify any Seller 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, Seller Target or any of their respective Affiliates; (ii) alter or limit the ability of the Surviving Corporation, Buyer or any of their Buyer Subsidiaries or Affiliates (including, after the Closing Date, the Target Entities) to amend, modify or terminate any Seller Target 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 Affiliatesconsultant, any right to employment or continued employment or continued service with the Buyer or any Buyer SubsidiariesSubsidiaries (including, following the Closing Date, the Surviving Corporation or the Seller Target Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, 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) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this AgreementFIRST BANKING shall either (i) continue to provide to officers and employees of the WAYNX Xxxities employee benefits under WAYNE's existing employee benefit and welfare plans or, any Buyer Entity (ii) if FIRST BANKING shall determine to provide to officers and employees of the WAYNX Xxxities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees who are actively employed by a Seller Entity on of the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date WAYNX Xxxities employee benefits under Buyer Benefit Plansemployee benefit and welfare plans, on terms and conditions which are, in the aggregate, when taken as a whole are substantially comparable similar to those currently provided by Buyer the FIRST BANKING Entities to their similarly situated officers and employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate participation and vesting (but not accrual of benefits) under Buyer Benefit PlansFIRST BANKING's employee benefit plans, (i) service under any qualified defined benefit plan of WAYNX xxxll be treated as service under FIRST BANKING's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of WAYNX xxxll be treated as service under FIRST BANKING's qualified defined contribution plans, and for purposes (iii) service under any other employee benefit plans of determining a Covered Employee’s entitlement WAYNX xxxll be treated as service under any similar employee benefit plans maintained by FIRST BANKING. With respect to paid time off under the applicable Buyer Entity’s paid time off program, the service officers and employees of the Covered Employees with WAYNX Xxxities who, at or after the Effective Time, become employees of a Seller FIRST BANKING Entity and who, immediately prior to the Effective Time Time, are participants in one or more employee welfare benefit plans maintained by the WAYNX Xxxities, FIRST BANKING shall be treated as service with cause each comparable employee welfare benefit plan which is substituted for a Buyer Entity participating in such Buyer Benefit PlansWAYNX xxxfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such participation prior to such substitution with regard to the same extent that application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such service was formally recognized by participants during the Seller Entities for purposes of a similar benefit plan; providedperiod prior to such substitution, if any, that overlaps with the then current plan year for each such recognition of service substituted employee welfare benefit plans. FIRST BANKING also shall not (i) operate cause the Surviving Bank and its Subsidiaries to duplicate any benefits of a Covered Employee honor in accordance with respect to the same period of service or (ii) apply for purposes of any plantheir terms all employment, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior serviceseverance, (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) Prior to the Closing Date, the Seller Entities shall take all necessary action (including without limitation the adoption of resolutions consulting 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 other compensation Contracts disclosed in Section 401(k) (a “401(k) Plan”). Seller shall provide Buyer with a copy 8.13 of the resolutions, plan amendments, notices WAYNX Xxxclosure Memorandum to FIRST BANKING between any WAYNX Xxxity 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 prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), including any current or former employeedirector, officer, director or consultant of Seller employee thereof, and all provisions for vested benefits or any of its Subsidiaries other vested amounts earned or Affiliates, any rights, remedies, obligations, or liabilities accrued through the Effective Time under or by reason of this Agreement. In no event shall the terms of this Agreement: (i) 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 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 causeWAYNX Xxxefit Plans. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For All persons who are employees of the CLBH Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a period of one year following “Continuing Employee”) shall, at the Effective Time, except as contemplated by this Agreement, any Buyer Entity shall provide generally to become employees who are actively employed by a Seller Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer Entities to their similarly situated employeesof FBNC or First Bank; 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 Covered employees of the CLBH Entities be officers of FBNC or First Bank, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by the board of directors of FBNC or First Bank and in accordance with the bylaws of FBNC or First Bank. All of the Continuing Employees in the Seller Benefit Plans shall be deemed employed at the will of First Bank and no contractual right to satisfy the foregoing provisions employment shall inure to such employees because of this clause (it being understood that participation Agreement except as may be otherwise expressly set forth in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off program, the service of the Covered Employees with a Seller Entity prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension planthis Agreement. (b) 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 As of the resolutionsEffective Time, plan amendments, notices each Continuing Employee shall be employed on the same terms and other documents prepared to effectuate the termination conditions as similarly situated employees of the 401(k) First Bank and eligible to participate in each of FBNC’s Employee Benefit Plans in advance with full credit for prior service with CLBH solely for purposes of eligibility and give Buyer 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 401(k) Plans have been terminatedvesting. (c) Upon request As of the Effective Time, FBNC shall make available employer-provided benefits under FBNC Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to FBNC or First Bank employees. With respect to FBNC Employee Benefit Plans providing health coverage, FBNC shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar CLBH plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, FBNC shall use commercially reasonable efforts to cause any such successor FBNC Employee Benefit Plan providing health coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by Buyer a Continuing Employee respecting his or her participation in writing the corresponding CLBH Employee Benefit Plan during that plan year prior to the 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 transition effective upon 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 effectuateddate. (d) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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 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) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For 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 period of one year following “Continuing Employee”) shall, at the Effective Time, except as contemplated by this Agreement, any Buyer Entity shall provide generally to become employees who are actively employed by a Seller Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer Entities to their similarly situated employeesof First Community; provided, however, that in no event shall any Covered of the employees of the Seller Entities be officers of Buyer or First Community, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position by the Board of Directors of Buyer or First Community and in accordance with the bylaws of Buyer or First Community. All of the Continuing Employees shall be employed at the will of First Community, and no contractual right to employment shall inure to such employees because of this Agreement except as may be otherwise expressly set forth in this Agreement. (b) As of the Effective Time, each Continuing Employee shall be eligible to participate in any closed or frozen plan each of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Buyer’s Employee 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 full credit for prior service with Seller solely for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off program, the service of the Covered Employees with a Seller Entity prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior to the Closing Date, the Seller Entities shall take all necessary action (including without limitation the adoption of resolutions eligibility 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 resolutions, 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 prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminatedvesting. (c) Upon request As of the Effective Time, Buyer shall make available employer-provided benefits under Buyer Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or 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 Buyer a Continuing Employee respecting his or her participation in writing the corresponding Seller Employee Benefit Plan during that plan year prior to the 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 transition effective upon 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 effectuateddate. (d) Without limiting Simultaneously herewith, or prior to the generality Merger, J. Xxxxxxxx Xxxxxx, Xxxx X. Xxxxxx, Xxx X. Xxxxx, Xxxxxx X. Xxxx, XX, and Xxxxx X. Xxxx (each, an “Executive Officer”) shall enter into agreements in the forms of Section 10.4Exhibits X-0, nothing X-0, X-0, X-0, X-0, X-0, X-0, and B-8, respectively (the “Officer Service Agreements”). (e) Seller shall use its reasonable best efforts to cause each holder of Seller Warrants to execute and deliver a Warrant Cash-Out Agreement dated as of the date hereof in the form of Exhibit C pursuant to which such holder agrees that such holders outstanding Seller Warrants will be cancelled as of the Effective in exchange for a one-time cash payment in an amount equal to (i) the number of Seller Warrants such holder currently holds, times (ii) one dollar ($1.00); provided, however, that Warrant Cash-Out Agreements from any holders of Seller Warrants that are not directors or officers of Seller or the Bank may be sought following the execution of this Section 7.8Agreement. Simultaneously herewith, expressed each of the directors and officers of Seller or impliedthe Bank that hold Seller Warrants shall have entered into a Warrant Cash-Out Agreement. (f) Seller shall use its reasonable best efforts to cause each holder of Seller Options to execute and deliver an Option Cash-Out Agreement dated as of the date hereof in the form of Exhibit D pursuant to which he or she agrees to cancel his or her outstanding Seller Options as of the Effective Time in exchange for a one-time cash payment in an amount equal to (i) the number of Seller Options he or she currently holds, is intended times (ii) the differential between the exercise price of his or her Seller Options and $11.00; provided, however, that Option Cash-Out Agreements from any holders of Seller Options that are not directors or Executive Officers of Seller or the Bank may be sought following the execution of this Agreement. Simultaneously herewith, each of the directors and Executive Officers of Seller or the Bank that hold Seller Options shall have entered into an Option Cash-Out Agreement. (g) Seller shall use its reasonable best efforts to confer upon any cause each of Seller’s directors to execute and deliver a Non-Compete Agreement dated as of the date hereof (and which shall be effective as of the Effective Time) in the form of Exhibit E. (h) Seller shall use its reasonable best efforts to cause each of Seller’s Executive Officers and directors to execute and deliver a Support Agreement dated as of the date hereof in the form of Exhibit F pursuant to which he or she will vote his or her shares of Seller Common Stock in favor of this Agreement and the transactions contemplated hereby. (i) No officer, employee, or other Person (other than the corporate Parties to this Agreement) shall be deemed a third party or their respective successors), 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 other beneficiary of this Agreement. In , and no event such Person shall the terms have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement: (i) establish, amendexcept as may be expressly set forth in Section 7.11. No provision of this Agreement constitutes or shall be deemed to constitute, or modify any Seller Benefit Plan or any “an employee benefit plan” as defined in Section 3(3) plan or other arrangement, an amendment of ERISAany employee benefit plan or other arrangement, 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 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 provision of any employee, officer, director employee benefit plan or consultant of Seller or any of its Subsidiaries or Affiliates at any time for any reason whatsoever, with or without causeother arrangement. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For All Persons who are employees of GSB Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a period “Continuing Employee”) shall, at the Effective Time or the effective time of one year following the Bank Merger, as applicable, become employees of Buyer or Buyer Bank, as applicable. Buyer and Buyer Bank shall honor all 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 with such agreements are Continuing Employees or receive new agreements with Buyer. All of the Continuing Employees shall be employed at will, and no contractual right with respect to employment shall inure to such employees because of this Agreement, except as otherwise contemplated by this Agreement. (b) As of the Effective Time, except each Continuing Employee shall be employed on the same terms and conditions as contemplated by this Agreementsimilarly situated employees of Buyer Bank and eligible to participate in each of Buyer’s applicable Employee Benefit Plans with full credit for prior service with GSB solely for purposes of eligibility and vesting. (c) As of the Effective Time, Buyer shall make available employer-provided benefits under Buyer’s applicable Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or Buyer Bank employees. With respect to Buyer’s Employee Benefit Plans providing health coverage, Buyer shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar GSB Benefit Plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Buyer Entity shall provide generally use commercially reasonable efforts to employees who are actively employed cause any such successor an Employee Benefit Plan of Buyer providing health coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Seller Entity on Continuing Employee respecting his or her participation in the corresponding GSB Benefit Plan during that plan year prior to the transition effective date. Notwithstanding the foregoing, and in lieu of the same, Buyer may continue GSB’s health and other employee welfare benefit plans for each Continuing Employee as in effect immediately prior to the Effective Time. (d) Upon not less than ten (10) days’ notice prior to the Closing Date (“Covered Employees”) while employed from Buyer to GSB, GSB shall cause the termination, amendment, or other appropriate modification of each GSB Benefit Plan as specified by Buyer in such Buyer notice such that no GSB Entity following the Closing Date employee benefits under Buyer shall sponsor or otherwise have any further Liability thereunder in connection with such applicable GSB Benefit Plans, on terms and conditions effective as of the date which areimmediately proceeds the Closing Date. Upon such action, participants in the aggregatesuch applicable GSB Benefit Plans that are described in ERISA Section 3(2) shall be 100% vested in their account balances. (e) Any Continuing Employees who are not parties to an employment, substantially comparable to those provided change in control, or other type of agreement that provides for severance or other compensation upon a change in control or upon a separation from service following a change in control, who remain employed by Buyer Entities or any of its Subsidiaries as of the Effective Time, and whose employment is terminated by Buyer or any of its Subsidiaries prior to their similarly situated employeesthe first (1st) anniversary of the Effective Time shall receive, subject to such Continuing Employee’s execution and non-revocation of a general release of claims in a form satisfactory to Buyer, the following severance benefits: two (2) weeks of base salary for each twelve (12) months of such Continuing Employee’s prior employment with GSB or any GSB Subsidiary; provided, however, that in no event shall will the total amount of severance for any Covered single Continuing Employee be eligible to participate in any closed less than four (4) weeks of such base salary or frozen plan greater than twenty-six (26) weeks of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off program, the service of the Covered Employees with a Seller Entity prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension planbase salary. (bf) Prior to the Closing DateNo officer, 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 terminateemployee, 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 resolutions, plan amendments, notices and or 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 prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties to this Agreement) shall be deemed a third party or their respective successors), 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 other beneficiary of this Agreement. In Section 7.9, and no event such Person shall the terms have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement: (i) establish, amendexcept as set forth in Section 7.12. No provision of this Agreement constitutes or shall be deemed to constitute, or modify any Seller an Employee Benefit Plan or other arrangement, an amendment of any “employee benefit plan” as defined in Section 3(3) of ERISAEmployee Benefit Plan or other arrangement, or any provision of any Employee Benefit Plan or other benefit plan, program, agreement or arrangement maintained or sponsored by Buyer, Seller or any of their respective Affiliates; arrangement. (iig) alter or limit the ability of the Surviving Corporation, Buyer or any of their Subsidiaries or Affiliates GSB shall take all appropriate action to amend, modify or terminate any Seller GSB Benefit Plan, employment agreement Plan which provides for a “cash or any other benefit or employment plan, program, agreement or arrangement after deferred arrangement” pursuant to Code Section 401(k) prior to the Closing Date; or (iii) confer upon any current or former employeeprovided, officerhowever, director or consultant of Seller or any of its Subsidiaries or Affiliates, any right that Buyer agrees that nothing in this Section 7.9 will require GSB to employment or continued employment or continued service with Buyer or any Buyer Subsidiaries, cause the Surviving Corporation or the Seller Entitiesfinal dissolution and liquidation of, or constitute or create an employment agreement to amend (other than as may be required to maintain such plan’s compliance with any employeethe Code, ERISA, or interfere with or restrict in any way the rights of the Surviving Corporationother applicable Law), Seller, Buyer or any Subsidiary or Affiliate thereof said plan prior 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) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) All persons who are employees of 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 Time or the time of the Bank Merger, as applicable, become employees of Parent or Parent Banksub, as applicable. Parent and Parent Banksub shall honor all PLMT employment and change of control agreements existing as of the date of this Agreement that have been disclosed to Parent. All of the other Continuing Employees shall be employed at will, and no contractual right with respect to employment shall inure to such employees because of this Agreement, except as otherwise contemplated by this Agreement. (b) As of the Effective Time, each Continuing Employee shall be eligible to participate in Parent’s 401(k) and other retirement plans with full credit for prior service with PLMT for purposes of eligibility and vesting (but not benefit accruals). (c) Except as provided in the last sentence of this Section 7.8(e), as of the Effective Time, Parent shall make available employer-provided health and other employee welfare benefit plans to each Continuing Employee on substantially the same basis as it provides such coverage to similarly-situated Parent employees except that any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees shall not apply to a Continuing Employee or their covered dependents if they did not apply under a similar PLMT plan at the Effective Time of the Merger. In addition, if any such transition occurs during a plan year, Parent shall use commercially reasonable efforts to cause any such successor Parent Employee Benefit Plan providing health coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in the corresponding PLMT Benefit Plan during that plan year prior to the transition effective date. Notwithstanding the foregoing, and in lieu of same, Parent may continue PLMT’s health and other employee welfare benefit plans for each Continuing Employee as in effect immediately prior to the Effective Time. (d) With respect to employee benefit plans of Parent and its Subsidiaries not addressed in Sections (c) or (d) above, Parent and its Subsidiaries shall Parent shall make such plans available to each Continuing Employee on substantially the same basis as it provides such coverage to similarly-situated Parent employees and shall take into account for purposes of eligibility and vesting (but not benefit accrual) (except that there shall not be any benefit accrual for past service under any qualified defined benefit pension plan), the service of such employees with PLMT and its Subsidiaries as if such service were with Parent and its Subsidiaries. Continuing Employees will retain credit for unused sick leave and 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 a period purposes of one year determining the accrual of Continuing Employees to sick leave and vacation pay following the Effective Time, except as contemplated by this Agreement, any Buyer Entity shall provide generally to employees who are actively employed by a Seller Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer Entities to their similarly situated employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off program, the service of such employees with PLMT shall be treated as if such service were with Parent and its Subsidiaries. (e) Continuing Employees, and any employees of PLMT or its Subsidiaries who are (i) terminated involuntarily other than for cause at the Covered Employees Effective Time, or who do not have employment or change of control or agreements that include severance payments or severance agreements as of the date of their termination and who are terminated involuntarily other than for cause within one year after the Effective Time, and (ii) who sign and deliver a termination and release agreement in a customary and reasonable form that is reasonably acceptable to Parent, shall be entitled to severance pay equal to two (2) weeks of severance pay (at the greater of their rate of base pay in effect at the time of termination and their base pay rate in effect at the Effective Time) for each full year of continuous service with PLMT Entities or Parent Entities, subject to a Seller Entity minimum of eight (8) weeks and a maximum of fifty-two (52) weeks of pay; provided that employees with fifteen (15) years of tenure will receive fifty-two (52) weeks of severance pay; and provided further that and any such terminated employees shall be entitled to continuation coverage as required by COBRA and Parent or Parent Banksub shall reimburse for COBRA coverage for four months for employees with less than fifteen (15) years of tenure and six months for employees with fifteen (15) or more years of tenure (service with PLMT or its Subsidiaries prior to the Effective Time shall will 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 Parent or Parent Banksub for purposes of a similar benefit plan; provided, that such recognition determining any severance due under this 7.8(e)). Nothing in this Section 7.8(e) shall be deemed to limit or modify the at-will employment policy of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service PLMT or (ii) apply for purposes of any plan, program Parent or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plantheir respective Subsidiaries. (bf) Prior to the Closing DateNo officer, 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 terminateemployee, 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 resolutions, plan amendments, notices and or 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 prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the corporate Parties to this Agreement) shall be deemed a third-party or their respective successors), 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 other beneficiary of this Agreement. In Section 7.8, and no event such Person shall the terms have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement: (i) establish, amend, or modify any Seller Benefit Plan or any “employee benefit plan” except as defined set forth 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 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 cause7.10. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following the Effective Time, except as contemplated by this Agreement, any Buyer Entity WSFS shall, or shall cause the Surviving Corporation to, provide generally to employees who are actively employed by a Seller Beneficial Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity WSFS following the Closing Date (i) a base salary or wage rate, as applicable, that is no less than either the base salary or wage rate, as applicable, provided to the Covered Employees immediately prior to the Closing Date or, in WSFS’s sole discretion, the base salary or wage rate, as applicable, provided by WSFS and its Subsidiaries to their similarly situated employees, (ii) target cash bonus opportunities that are no less favorable than the target cash bonus opportunities that are made available to the Covered Employees immediately prior to the Closing Date or, in WSFS’s sole discretion, that are generally made available to similarly situated employees of WSFS and its Subsidiaries and (iii) employee benefits under Buyer WSFS Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer WSFS Entities to their similarly situated employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer WSFS Entity. Until such time as Buyer WSFS shall cause the Covered Employees to participate in the applicable Buyer WSFS Benefit Plans, the continued participation of the Covered Employees in the Seller Beneficial Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer WSFS Benefit Plans may commence at different times with respect to each of Buyer WSFS Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer WSFS Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer EntityWSFS’s paid time off program, the service of the Covered Employees with a Seller Beneficial Entity prior to the Effective Time shall be treated as service with a Buyer WSFS Entity participating in such Buyer WSFS Benefit Plans, to the same extent that such service was formally recognized by the Seller Beneficial Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer WSFS Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior 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 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 Closing Date, extent permitted by the Seller Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required noticesapplicable carrier) to terminate(i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable life, effective as of no later than the day before the Closing Datedisability, 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 medical, dental or health plans of the resolutionsBeneficial Entities, plan amendments(ii) provide credit under medical, notices dental and other documents prepared to effectuate health plans for any deductibles, co-payment and out-of-pocket expenses incurred by the termination Covered Employees (and their beneficiaries) under analogous plans 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 Beneficial Entities prior to the Closing DateEffective Time during the portion of the applicable plan year prior to participation, Seller shall provide Buyer with 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 final documentation evidencing that Effective Time to the 401(k) Plans have been terminatedextent such employee or beneficiary had satisfied any similar limitation or requirement under an analogous plan prior to the Effective Time. (c) Upon request by Buyer WSFS in writing no later than 45 days prior to the Closing Date, the Seller Beneficial Entities shall cooperate in good faith with Buyer 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 other Seller Beneficial Benefit Plan to the extent and in the manner determined by Buyer WSFS effective upon the Closing Date (or at such different time mutually agreed to by the Parties) and consistent with applicable Law. Seller Beneficial shall provide Buyer 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 Seller Beneficial a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller Beneficial shall provide Buyer WSFS with the final documentation evidencing that the actions contemplated herein have been effectuated. (d) Without limiting the generality of Section 10.4, nothing in this Section 7.8Agreement, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors)Person, including any current or former employee, officer, director or consultant of Seller 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 the terms of this Agreement: (i) establish, amend, or modify any Seller 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 BuyerWSFS, Seller Beneficial or any of their respective Affiliates; , (ii) alter or limit the ability of the Surviving Corporation, Buyer WSFS or any of their Subsidiaries or Affiliates to amend, modify or terminate any Seller 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 Seller Beneficial or any of its Subsidiaries or Affiliates, any right to employment or continued employment or continued service with Buyer WSFS or any Buyer WSFS Subsidiaries, the Surviving Corporation or the Seller 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, SellerBeneficial, Buyer WSFS or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Seller Beneficial or any of its Subsidiaries or Affiliates at any time for any reason whatsoever, with or without cause. (e) On the Closing Date, Seller Beneficial shall provide Buyer 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 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 Internal Revenue Code. (i) WSFS shall assume the Severance Pay Plan for Eligible Employees of Beneficial Bank as in effect on the date hereof (the “Beneficial Severance Plan”) and shall provide to Covered Employees whose employment is terminated without cause by WSFS, the Surviving Corporation or an Affiliate on or before December 31, 2019, to the extent otherwise eligible under the Beneficial Severance Plan, the benefits provided therein, subject to the 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 any decision to offer employment to any such person shall be made in the sole discretion of WSFS. Outplacement assistance and job counseling services shall not be provided to Beneficial employees who are terminated for cause, resignation, disability or retirement.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreementbut in no event earlier than the consolidation of Triangle's depository institution Subsidiaries with Centura's depository institution Subsidiaries, any Buyer Entity Centura shall provide generally to officers and employees of the Triangle Companies, who are actively employed by at or after the Effective Time become employees of a Seller Entity on Centura Company (the Closing Date (“Covered "Continuing Employees”) while employed by such Buyer Entity following the Closing Date "), employee benefits under Buyer Benefit Plans, employee benefit plans on terms and conditions which are, in the aggregate, when taken as a whole are substantially comparable equivalent to those currently provided by Buyer Entities the Centura Companies to their similarly situated officers and employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate participation and vesting (but not accrual of benefits) under Buyer Benefit Planssuch employee benefit plans, (i) service under any qualified plans of Triangle shall be treated as service under Centura's qualified plans, and (ii) service under any other employee benefit plans of Triangle shall be treated as service under any similar employee benefit plans maintained by Centura. Centura shall cause the Centura welfare benefit plans that cover the Continuing Employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for purposes of determining a Covered Employee’s entitlement preexisting conditions or insurability, and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under Triangle's welfare benefit plans to paid time off be credited to such Continuing Employees under the applicable Buyer Entity’s paid time off programCentura welfare benefit plans, so as to reduce the service amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the Centura welfare benefit plans. The continued coverage of the Covered Continuing Employees with a Seller Entity under the employee benefits plans maintained by Triangle and/or any Triangle Subsidiary immediately prior to the Effective Time during a transition period not to exceed six months shall be treated as service deemed to provide the Continuing Employees with a Buyer Entity participating in such Buyer Benefit Plans, benefits that are no less favorable than those offered to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated other employees of Buyer Entities do not receive credit for prior serviceCentura and its Subsidiaries, provided that after the Effective Time there is no Material reduction (ydetermined on an overall basis) that is grandfathered or frozenin the benefits provided under the Triangle employee benefit plans. Except as expressly provided in the Supplemental Letter, either with respect Centura also shall cause Triangle and its Subsidiaries to level of benefits or participationhonor all employment, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior to the Closing Dateseverance, the Seller Entities shall take all necessary action (including without limitation the adoption of resolutions consulting, 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 other compensation Contracts disclosed in Section 401(k) (a “401(k) Plan”). Seller shall provide Buyer with a copy 8.12 of the resolutions, plan amendments, notices Triangle Disclosure Memorandum to Centura between any Triangle Company 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 prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), including any current or former employeedirector, officer, director or consultant employee thereof, and all provisions of Seller the Triangle Benefit Plans. To the extent that Centura has agreed to cause Triangle or any of its Subsidiaries or Affiliatesthe appropriate Triangle Subsidiary to honor the Contracts as set forth in the preceding sentence (the "Triangle Compensation Contracts"), any rights, remedies, obligations, or liabilities under or by reason of this Agreement. In no event shall the terms of this Agreement: Centura acknowledges that (i) establishthe Merger constitutes a "Change of Control" and "Change in Control" (as applicable) for all purposes pursuant to any such Triangle Compensation Contracts, 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; and (ii) alter that a "Termination Event" will exist under such Triangle Compensation Contracts throughout the one-year period (or limit such shorter period as may be provided for in the ability 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 the Surviving Corporation, Buyer Triangle or any Triangle Company in vacant positions within the business operations of their Subsidiaries or Affiliates Centura and the Centura Companies for which such employees are qualified. Centura shall give, and shall cause each Centura Company to amendgive, modify or terminate any Seller Benefit Plan, employment agreement priority consideration to all such employees vis-a-vis all individuals other than current employees of Centura 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 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 causeCentura Company. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following the Effective Time, except Except as contemplated by this Agreement, any Buyer Entity from and after the Effective Time and while employed by Xxxxxxx, Xxxxxxx shall provide generally to the officers and employees who are actively employed by a Seller First Texas Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Simmons’ Employee Benefit PlansPlans that are offered to similarly situated employees of Simmons, on terms and conditions which areincluding, severance benefits in accordance with the aggregate, substantially comparable applicable severance policy of Simmons (other than to any Covered Employee who is party to an individual agreement or letter that entitles such person to different severance or termination benefits than those provided by Buyer Entities to their similarly situated employeesunder Simmons’ xxxxxxxxx policy); provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Simmons Entity. Until such time as Buyer shall cause the Covered Employees to participate commence participation in the applicable Buyer Employee Benefit PlansPlans of Simmons, the Covered Employees’ continued participation of the Covered Employees in the Seller a comparable First Texas Benefit Plans Plan shall be deemed to satisfy the foregoing provisions of this clause Section 7.8 (it being understood that participation in Buyer Simmons’ Employee Benefit Plans may commence at different times with respect to each of Buyer Simmons’ Employee Benefit Plans). For purposes of determining a Covered Employee’s eligibility to participate in, and vesting under Buyer under, Simmons’ Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s Simmons’ paid time off program, the each Covered Employee’s service of the Covered Employees with a Seller First Texas Entity prior to the Effective Time shall be treated as service by such Covered Employee with a Buyer Entity participating in such Buyer Benefit PlansSimmons Entity, to the same extent that such service was formally recognized by the Seller First Texas Entities for purposes of a similar benefit planFirst Texas Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Simmons Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior If requested by Simmons in a writing delivered to First Texas following the date hereof and at least ten (10) days prior to the Closing Date, the Seller applicable First Texas Entities shall take all necessary action use commercially reasonably efforts (including without limitation the adoption of resolutions and amendments to any plan amendments documents, and the delivery of any required notices) to terminate, effective as of no later than the at least one day before the Closing DateDate and contingent upon the Closing, any Seller Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Internal Revenue Code Section the First Texas BHC, Inc. 401(k) Plan (a the “First Texas 401(k) Plan”)) and the ESOP. Seller First Texas shall provide Buyer Simmons with a reasonable opportunity to (x) review a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the First Texas 401(k) Plans in advance Plan and give Buyer a reasonable opportunity to ESOP and (y) comment on such documents (which comments shall be considered by Simmons in good faith), and prior to the Closing Date, Seller First Texas shall provide Buyer Simmons with the final documentation evidencing that the First Texas 401(k) Plans Plan and ESOP have been terminatedterminated in accordance with this Section. With respect to the terminated ESOP and First Texas 401(k) Plan, the parties agree to submit an “Application for Determination for Terminating Plan” for the ESOP and the First Texas 401(k) Plan with the IRS. (c) Upon request by Buyer Simmons in writing at least ten (10) days prior to the Closing Date, the Seller First Texas Entities shall cooperate in good faith with Buyer prior to the Closing Date Simmons to amend, freeze, terminate or modify any other Seller First Texas Benefit Plan to the extent and in the manner (i) reasonably determined by Buyer 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 Partiesparties) and (ii) consistent with applicable Law. Seller First Texas shall provide Buyer 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 give Seller a reasonable opportunity to (y) comment on such documents (which comments shall be considered by Simmons in good faith), and on or prior to the Closing Date, Seller First Texas shall provide Buyer Simmons with the final documentation evidencing that the actions contemplated herein have been effectuated. (d) Without limiting the generality The provisions of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than 7.8 are solely for the benefit of the Parties or their respective successors)to this Agreement, including any and no Covered Employee, current or former employee, officer, director or consultant of Seller employee or any of its Subsidiaries or Affiliates, other individual associated therewith shall be regarded for any rights, remedies, obligations, or liabilities under or by reason purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Seller First Texas 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 BuyerXxxxxxx, Seller First Texas or any of their respective Affiliates; (ii) alter or limit the ability of the Surviving Corporation, Buyer Simmons or any of their Simmons Subsidiaries or Affiliates (including, after the Closing Date, the First Texas Entities) to amend, modify or terminate any Seller First Texas 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 Affiliatesconsultant, any right to employment or continued employment or continued service with Buyer Simmons or any Buyer SubsidiariesSimmons Subsidiaries (including, following the Closing Date, the Surviving Corporation or the Seller First Texas Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, SellerFirst Texas, Buyer Simmons or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Seller First Texas or any of its Subsidiaries or Affiliates affiliates at any time for any reason whatsoever, with or without cause. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity Purchaser shall provide generally to officers and employees of the Target Entities (who are actively employed by a Seller Entity on the Closing Date (“Covered Employees”continue employment with Purchaser or any of its Subsidiaries) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Benefit Plans, on terms and conditions which arewhich, in the aggregatewhen taken as a whole, are substantially comparable similar to those then currently provided by Buyer Entities Purchaser to their its other similarly situated officers and employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of benefit accrual (but only for purposes of determining benefits accruing under payroll practices such as vacation policy or under fringe benefit programs that do not rise to the level of a “plan” within the meaning of Section 3(3) of ERISA) and for purposes of determining eligibility to participate and vesting under Buyer Benefit Plansdeterminations in connection with the provision of any such employee benefits generally, service with the Target Entities prior to the Effective Date shall be counted. Purchaser shall also honor in accordance with their terms all employment, severance, consulting, option and other 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 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 no other contracts of the Covered Employees with types described that are not so disclosed shall be deemed to be assumed by Purchaser by reason of this Section 8.12. If Purchaser shall terminate any “group health plan,” within the meaning of Section 4980B(g)(2) of the Internal Revenue Code, in which one or more employees of a Seller Target Entity participated immediately prior to the Effective Time (a “Company Health Plan”), Purchaser shall be treated as service with a Buyer Entity participating use its best efforts to cause any successor group health plan to waive any underwriting requirements; to give credit for any such employee’s participation in such Buyer Benefit Plans, the Company Health Plan prior to the same extent that such service was formally recognized by the Seller Entities Effective Time for purposes of applying any waiting period and/or pre-existing condition limitations set forth therein; and, if such transition occurs during the middle of the plan year for such a similar benefit plan; providedCompany Health Plan, to give credit towards satisfaction of any annual deductible limitation and out-of pocket maximum applied under such successor group health plan for any deductible amounts and co-payments previously paid by any such employee respecting his or her participation in that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect Company Health Plan during that plan year prior to the same period of service or (ii) apply Effective Time. Purchaser also shall be considered a successor employer for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for and shall provide to “qualified beneficiaries,” determined immediately prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior to the Closing DateEffective Time, under any Target Plan appropriate “continuation coverage” (as those terms are defined in Section 4980B of the Internal Revenue Code) following the Effective Time under either the Target Plan or any successor group health plan maintained by Purchaser. At the request of Purchaser, the Seller Target Entities shall will take all necessary appropriate action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of no later than prior to the day before the Closing DateEffective Time, any Seller Benefit Plan retirement plan maintained by the Target Entities that is intended to constitute a tax-be qualified defined contribution plan under Section 401(a) of the Internal Revenue Code Section 401(k) (a “401(k) Plan”). Seller shall provide Buyer with a copy of the resolutions, 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 prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminatedCode. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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 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) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this AgreementCFB shall either (i) continue to provide to officers and employees of the First Deposit Entities employee benefits under First Deposit's existing employee benefit and welfare plans or, any Buyer Entity (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 who are actively employed by a Seller Entity on of the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date First Deposit Entities employee benefits under Buyer Benefit Plansemployee benefit and welfare plans, on terms and conditions which are, in the aggregate, when taken as a whole are substantially comparable similar to those currently provided by Buyer the CFB Entities to their similarly situated officers and employees; provided, that in no event shall any Covered Employee be eligible . Any severance benefits provided to participate in any closed or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans First Deposit Entities' officers and employees shall be deemed to satisfy in accordance with 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)existing CFB policy regarding severance benefits. For purposes of determining eligibility to participate participation and vesting (but not accrual of benefits) under Buyer Benefit PlansCFB's employee benefit plans, and for purposes (i) service under any qualified defined benefit plan 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 First Deposit shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar under CFB's defined 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 if any, (ii) apply 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, 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 purposes 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 planpre-existing condition limitation, program and to provide credit towards satisfaction of any deductible or arrangement (x) under which similarlyout-situated employees of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. 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 Buyer Entities do not receive credit the First Deposit Disclosure Memorandum to CFB between any First Deposit Entity and any current or former director, officer, or employee thereof, and all provisions for prior service, (y) that is grandfathered or frozen, either with respect to level of vested benefits or participation, other vested amounts earned or (z) for purposes of retiree medical benefits or level of benefits accrued through the Effective Time under a defined benefit pension planthe First Deposit Benefit Plans. (b) Prior to CFB shall honor 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 terms of the resolutionsexisting Employment Agreements by and between First Deposit, plan amendmentsAlpha A Xxxxxx, notices Jr., J. Xxxxx Xxxxxxx, Xxxx X. Xxxx, Xxxxxxxx Xxxx 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 prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminatedXxxxxxx Xxxxxx. (c) Upon request by Buyer 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 writing prior 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. Prior to the Closing DateEffective Time, the Seller Entities First Deposit shall cooperate in good faith with Buyer prior effect such amendments 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 upon 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 ESOP loan documents prepared to effectuate so that the actions contemplated by this Section 7.8(c)8.13(c) are not inconsistent with any of the provisions of such loan documents, 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 effectuatedso amended. (d) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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 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) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following the Effective Time (or, if earlier, until the date of termination of the applicable Covered Employee following the Effective Time), except as contemplated by this AgreementVeritex shall, any Buyer Entity or shall cause the Surviving Corporation to, provide generally to employees who are actively employed by a Seller Green Entity on immediately prior to the Closing Date Effective Time who continue to be employed by Veritex or the Surviving Corporation immediately following the Effective Time (“Covered Employees”) while employed by such Buyer Entity following the Closing Date with employee benefits under Buyer Veritex Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer Veritex Entities to their similarly situated employees, including severance benefits (other than to any Covered Employee who is party to individual agreements or letters that entitle such person to different severance or termination benefits); provided, that in no event shall any Covered Employee be eligible to participate in any Veritex Entity to the extent such plan is closed or frozen plan as of the date hereof. In addition, without limiting the foregoing, Veritex shall pay the amount of any Buyer Entitycash bonus or commission that may become payable to the Covered Employees pursuant to the terms of the applicable Green Benefit Plans for fiscal year 2018, to the extent not paid as of Closing, to be paid in accordance with the terms of such applicable Green Benefit Plan. Until such time as Buyer Veritex shall cause the Covered Employees to participate in the applicable Buyer Veritex Benefit Plans, the continued participation of the Covered Employees in the Seller Green Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Veritex Benefit Plans may commence at different times with respect to each of Buyer Veritex Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Veritex Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer EntityVeritex’s paid time off program, the service of the Covered Employees with a Seller Green Entity prior to the Effective Time shall be treated as service with a Buyer Veritex Entity participating in such Buyer Veritex Benefit Plans, to the same extent that such service was formally recognized by the Seller Green Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-Veritex has not previously provided such recognition of service to similarly situated acquired employees of Buyer Entities do not receive credit for prior servicein acquisition transactions, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior From and after the Effective Time, without limiting the generality of Section 7.8(a), with respect to each Covered Employee (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 preexisting condition limitations to the extent such conditions were covered under an analogous plan of the Green Entities, (ii) provide credit under the applicable Veritex Welfare Benefit Plan for any deductibles, co-payment and out-of-pocket expenses incurred by the Covered Employees (and their beneficiaries) under an analogous plan of the Green Entities prior to the Effective Time during the portion of the applicable plan year prior to participation, and (iii) waive any waiting period limitation, actively-at-work requirement or evidence of insurability requirement that would otherwise be applicable to such Covered Employees and their beneficiaries on or after the Effective Time to the extent such employee or beneficiary had satisfied any similar limitation or requirement under an analogous plan of the Green Entities prior to the Effective Time. (c) If requested by Veritex in a writing delivered to Green following the date hereof and no later than ten Business Days prior to the Closing Date, the Seller Green Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of no later than the day before the Closing DateDate and contingent upon the occurrence of the Closing, any Seller Green Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(a) of the Internal Revenue Code with a cash or deferred feature under Section 401(k) of the Internal Revenue Code (a “401(k) Plan”). Seller Green shall provide Buyer Veritex with a an advance copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans in advance and give Buyer Veritex a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller Green shall provide Buyer 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 such plan is terminated and who elects such direct rollover in accordance with the terms of such 401(k) Plan and the Internal Revenue Code. Veritex and Green shall cooperate in good faith to take commercially reasonable actions needed, except as would endanger the qualified status of the Veritex 401(k) Plan, to permit each Green employee with an outstanding loan balance under terminated 401(k) Plan as of the date such plan is terminated to continue to make scheduled loan payments to such 401(k) Plan after the Closing, pending the distribution and in-kind rollover of the promissory notes evidencing such loans from the terminated 401(k) Plan to the Veritex 401(k) Plan, as provided in the preceding sentence, such as to prevent, to the extent reasonably possible, a deemed distribution or loan offset with respect to such outstanding loans. (cd) Upon Subject to compliance with Section 7.8(a), upon request by Buyer Veritex in writing prior to the Closing Date, the Seller Green Entities shall cooperate in good faith with Buyer Veritex prior to the Closing Date to amend, freeze, terminate or modify any other Seller Green Benefit Plan to the extent and in the manner determined by Buyer Veritex effective upon the Closing Date (or at such different time mutually agreed to by the Partiesparties) and consistent with applicable Law. Seller Green shall provide Buyer Veritex with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(c7.8(d), as applicable, and give Seller Green a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller Green shall provide Buyer Veritex with the final documentation evidencing that the actions contemplated herein have been effectuated. (de) Without limiting The parties hereto acknowledge and agree that all provisions contained in this Section 7.8 are included for the generality sole benefit of Section 10.4, the parties hereto and that nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors)Person, including any current or former employee, officer, director or consultant of Seller Green or any of its Subsidiaries or Affiliatesaffiliates, any rights, remedies, obligations, third-party beneficiary or liabilities other rights under or by reason of this AgreementSection 7.8. In no event shall the terms of this AgreementSection 7.8: (i) establish, amend, or modify any Seller Green Benefit Plan, Veritex 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 BuyerVeritex, Seller Green or any of their respective Affiliates; (ii) alter or limit the ability of the Surviving Corporation, Buyer Veritex or any of their Subsidiaries or Affiliates affiliates to amend, modify or terminate any Seller Green 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 Green or any of its Subsidiaries or Affiliatesaffiliates, any right to employment or continued employment or continued service with Buyer Veritex or any Buyer Veritex Subsidiaries, the Surviving Corporation or the Seller Green Entities, or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, SellerGreen, Buyer Veritex or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Seller Green or any of its Subsidiaries or Affiliates affiliates at any time for any reason whatsoever, with or without cause. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity WSFS shall provide generally to officers and employees (as a group) who are actively employed by a Seller an Alliance Entity on the Closing Date (“Covered Employees”) while employed by such Buyer any WSFS Entity following the Closing Date employee benefits under Buyer Employee Benefit Plans, on terms and conditions which are, in the aggregate, substantially when taken as a whole are comparable to those currently provided by Buyer WSFS Entities to their similarly situated officers and employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer WSFS Entity. Until such time as Buyer WSFS shall cause the Covered Employees to participate in the applicable Buyer WSFS Employee Benefit Plans, the continued participation of the Covered Employees in the Seller Alliance Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer WSFS’s Employee Benefit Plans may commence at different times with respect to each of Buyer WSFS’s Employee Benefit Plans). For purposes of determining eligibility to participate participation, vesting and vesting benefit accrual under Buyer WSFS’s Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off program, the service of the Covered Employees with a Seller Entity prior to the Effective Time shall be treated as service with a Buyer WSFS Entity participating in such Buyer Benefit Plansemployee benefit plans, to the same extent that such service was formally recognized by the Seller Alliance Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (zy) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. Covered Employees who are employed by any WSFS Entity shall retain their vacation and sick leave accrual under the Alliance Benefit Plans as of the Effective Time, provided that any future accrual of benefits under leave policies shall be in accordance with the WSFS Employee Benefit Plans, subject to carryover limitations applicable to such future accruals. WSFS agrees to amend the WSFS Employee Benefit Plans to the extent necessary to provide for the past service credits applicable to the Covered Employees referenced herein. (b) Prior 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, or to any waiting period relating to such coverage. WSFS shall honor the plans set forth in Section 7.8(b) of the WSFS Disclosure Memorandum. (c) If requested by WSFS in a writing delivered to Alliance following the date hereof and prior to the Closing Date, the Seller Alliance Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of no later than immediately prior to the day before the Closing DateEffective Time, any Seller Alliance 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 Alliance shall provide Buyer WSFS with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans in advance and give Buyer WSFS a reasonable opportunity to comment on such documents (which comments shall be considered in good faithfaith by Alliance), and prior to the Closing Date, Seller Alliance shall provide Buyer WSFS with the final documentation evidencing that the termination of the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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 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) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except SBC shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as contemplated by this Agreement, any Buyer Entity shall provide generally to employees a group) who are actively employed by a Seller Entity full-time active employees of Sabal Palm and/or its subsidiaries on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date that provide employee benefits under Buyer Benefit Plans, on terms and conditions which arecompensation opportunities which, in the aggregate, are substantially comparable to those provided by Buyer Entities the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to their similarly situated employeesemployees 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 Buyer Entityretention arrangements or equity compensation when determining whether employee benefits are substantially comparable. Until such time as Buyer SBC shall cause give the Covered Employees full credit for their prior service with Sabal Palm and its Subsidiaries (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC. (b) With respect to any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, SBC or its applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans 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 deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times waived with respect to each of Buyer such Covered Employee to the extent such condition was or would have been covered under the Sabal Palm Benefit Plans). For purposes of determining eligibility Plan in which such Covered Employee participated immediately prior to participate and vesting under Buyer Benefit Plansthe 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 determining a Covered Employeeany 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, Sabal Palm shall take all actions requested by SBC that may be necessary or appropriate to (i) cause Sabal Palm’s entitlement 401(k) Plan, one or more the Sabal Palm Benefits Plans to paid time off terminate as of the Effective Time, or as of the date immediately preceding the Effective Time, (ii) cause benefit accruals and 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 Buyer Entity’s paid 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 off programfollowing the Closing Date, and the service continued retention (or termination) by SBC or any of the its Subsidiaries of any Covered Employees with a Seller Entity prior Employee subsequent to the Effective Time shall be treated as service with a Buyer Entity participating subject in such Buyer Benefit Plansall events to SBC’s or its applicable Subsidiary’s normal and customary employment procedures and practices, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior to the Closing Date, the Seller Entities shall take all necessary action (including without limitation the adoption of resolutions customary background screening 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 resolutions, 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)evaluation procedures, and prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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, satisfactory 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 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 causeperformance. (e) On 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 result of death, disability or unsatisfactory job performance, then SBC shall pay severance to such Covered Employee in an amount as set forth in the severance policies set forth in Section 4.14(e)(i) of the 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 Date, Seller Sabal Palm shall provide Buyer with a list make the payments set forth on Section 4.14(f) 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 locationCompany Disclosure Letter.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity Xxxxxxx shall provide generally to officers and employees (as a group) who are actively employed by a Seller Southwest Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity Xxxxxxx following the Closing Date employee benefits under Buyer Employee Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable Plans offered to those provided by Buyer Entities to their similarly situated employeesemployees of Xxxxxxx, including severance benefits in accordance with the applicable severance policy of Xxxxxxx (other than to any Covered Employee who is party to individual agreements or letters that entitle such person to different severance or termination benefits); provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Xxxxxxx Entity. Until such time as Buyer Xxxxxxx shall cause the Covered Employees to participate in the applicable Buyer Xxxxxxx Employee Benefit Plans, the continued participation of the Covered Employees in the Seller Southwest Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Xxxxxxx’ Employee Benefit Plans may commence at different times with respect to each of Buyer Xxxxxxx’ Employee Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Xxxxxxx’ Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s Xxxxxxx’ paid time off program, the service of the Covered Employees with a Seller Southwest Entity prior to the Effective Time shall be treated as service with a Buyer Xxxxxxx Entity participating in such Buyer Benefit Plansemployee benefit plans, to the same extent that such service was formally recognized by the Seller Southwest Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-similarly situated employees of Buyer Simmons Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior If requested by Xxxxxxx in a writing delivered to Southwest following the date hereof and prior to the Closing Date, the Seller 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 Seller 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”). Seller Southwest shall provide Buyer Xxxxxxx with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans in advance and give Buyer Xxxxxxx a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller Southwest shall provide Buyer Xxxxxxx with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer Xxxxxxx in writing prior to the Closing Date, the Seller Southwest Entities shall cooperate in good faith with Buyer Xxxxxxx prior to the Closing Date to amend, freeze, terminate or modify any other Seller Southwest Benefit Plan to the extent and in the manner determined by Buyer Xxxxxxx effective upon the Closing Date (or at such different time mutually agreed to by the Partiesparties) and consistent with applicable Law. Seller Southwest shall provide Buyer 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 Seller Xxxxxxx a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller Southwest shall provide Buyer Xxxxxxx with the final documentation evidencing that the actions contemplated herein have been effectuated. (d) Without limiting the generality The provisions of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than 7.8 are solely for the benefit of the Parties or their respective successors)to this Agreement, including any and no Covered Employee, current or former employee, officer, director or consultant of Seller employee or any of its Subsidiaries or Affiliates, other individual associated therewith shall be regarded for any rights, remedies, obligations, or liabilities under or by reason purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Seller Southwest 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 BuyerXxxxxxx, Seller Southwest or any of their respective Affiliates; (ii) alter or limit the ability of the Surviving Corporation, Buyer Xxxxxxx or any of their Xxxxxxx Subsidiaries or Affiliates (including, after the Closing Date, the Southwest Entities) to amend, modify or terminate any Seller Southwest 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 Affiliatesconsultant, any right to employment or continued employment or continued service with Buyer Xxxxxxx or any Buyer SubsidiariesXxxxxxx Subsidiaries (including, following the Closing Date, the Surviving Corporation or the Seller Southwest Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, SellerSouthwest, Buyer Xxxxxxx or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Seller Southwest or any of its Subsidiaries or Affiliates affiliates at any time for any reason whatsoever, with or without cause. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except SBC shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as contemplated by this Agreement, any Buyer Entity shall provide generally to employees a group) who are actively employed by a Seller Entity full-time active employees of Professional and/or its subsidiaries on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date that provide employee benefits under Buyer Benefit Plans, on terms and conditions which arecompensation opportunities which, in the aggregate, are substantially comparable to those provided by Buyer Entities the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to their similarly situated employeesemployees 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 Buyer Entityretention arrangements or equity compensation when determining whether employee benefits are substantially comparable. Until such time as Buyer SBC shall cause give the Covered Employees full credit for their prior service with Professional and its Subsidiaries (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC. (b) With respect to any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, SBC or its applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans 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 deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times waived with respect to each of Buyer such Covered Employee to the extent such condition was or would have been covered under the Professional Benefit Plans). For purposes of determining eligibility Plan in which such Covered Employee participated immediately prior to participate and vesting under Buyer Benefit Plansthe 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 determining a Covered Employeeany 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, Professional shall take all actions requested by SBC that may be necessary or appropriate to (i) cause Professional’s entitlement 401(k) Plan, and one or more of the Professional Benefits Plans to paid time off 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 Buyer Entity’s paid 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 off programfollowing the Closing Date, and the service continued retention (or termination) by SBC or any of the its Subsidiaries of any Covered Employees with a Seller Entity prior Employee subsequent to the Effective Time shall be treated as service with a Buyer Entity participating subject in such Buyer Benefit Plansall events to SBC’s or its applicable Subsidiary’s normal and customary employment procedures and practices, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior to the Closing Date, the Seller Entities shall take all necessary action (including without limitation the adoption of resolutions customary background screening 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 resolutions, 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)evaluation procedures, and prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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, satisfactory 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 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 causeperformance. (e) On If, within six (6) months after the Closing DateEffective Time, Seller 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 result of death, disability or unsatisfactory job performance, then SBC shall provide Buyer pay severance to such Covered Employee in an amount as set forth in the severance policies set forth in Section 4.14(e)(i) of the 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 list of employees who have suffered an “employment loss” termination occurring more than six (6) months after the Effective Time will be as defined set forth in the WARN Actseverance policies set forth in Section 4.14(e)(ii) in of the 90 days preceding Seacoast Disclosure Letter. (f) At or before the Closing Date or had a reduction in hours Closing, Professional shall make the payments set forth on Section 4.14(f) 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 locationCompany Disclosure Letter.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except SBC shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as contemplated by this Agreement, any Buyer Entity shall provide generally to employees a group) who are actively employed by a Seller Entity full-time active employees of the Company on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date that provide employee benefits under Buyer Benefit Plans, on terms and conditions which arecompensation opportunities which, in the aggregate, are substantially comparable to those provided by Buyer Entities the employee benefits and compensation opportunities that are made available on a uniform and non- discriminatory basis to their similarly situated employeesemployees 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 Buyer Entityretention arrangements or equity compensation when determining whether employee benefits are substantially comparable. Until such time as Buyer SBC shall cause give the Covered Employees full credit for their prior service with the Company (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC. (b) With respect to any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, SBC or its applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans 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 deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times waived with respect to each such Covered Employee to the (c) Prior to the Effective Time, 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 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 Buyer such Company Benefit Plans)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. For purposes All resolutions, notices, or other documents issued, adopted or executed in connection with the implementation of determining eligibility this Section 4.14(c) shall be subject to participate SBC’s reasonable prior review and vesting under Buyer 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 PlansPlan 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 for purposes the continued retention (or termination) by SBC or any of determining a its Subsidiaries of any 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 Employee subsequent to the Effective Time shall be treated as service with a Buyer Entity participating subject in such Buyer Benefit Plansall events to SBC’s or its applicable Subsidiary’s normal and customary employment procedures and practices, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior to the Closing Date, the Seller Entities shall take all necessary action (including without limitation the adoption of resolutions customary background screening 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 resolutions, 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)evaluation procedures, and prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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, satisfactory 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 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 causeperformance. (e) On If, within six (6) months after the Closing DateEffective Time, Seller 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 result of death, disability, or unsatisfactory job performance, then SBC shall provide Buyer pay severance to such Covered Employee in an amount as set forth in the severance policies set forth in Section 4.14(e)(i) of the 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 list of employees who have suffered an “employment loss” termination occurring more than six (6) months after the Effective Time will be as defined set forth in the WARN Actseverance policies set forth in Section 4.14 (e)(ii) in of the 90 days preceding Seacoast Disclosure Letter. (f) Promptly following the Closing Date or had Effective Time, SBC shall file with the SEC a reduction in hours 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 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 locationSubstitute SBC Option remains outstanding.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity HCBF shall provide generally make available to the continuing officers and employees who are actively employed by a Seller Entity on of the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date OGS Entities employee benefits under Buyer Benefit Plansemployee benefit and welfare plans (other than stock option or other plans involving the potential issuance of HCBF Common Stock), on terms and conditions which are, in the aggregate, when taken as a whole are substantially comparable similar to those currently provided by Buyer the HCBF Entities to their similarly situated officers and employees; provided. 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 in no event shall any Covered Employee be eligible to participate in any closed or frozen such pre-existing condition was covered under the corresponding plan of any Buyer maintained by the OGS Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate participation and vesting (but not benefit accrual) under Buyer Benefit Plans, and for purposes of determining a Covered EmployeeHCBF’s entitlement to paid time off under the applicable Buyer Entity’s paid time off programemployee benefit plans, the service of the Covered Employees employees of the OGS Entities with a Seller Entity the OGS Entities prior to the Effective Time shall be treated as service with a Buyer an HCBF Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar employee benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension planplans. (b) Prior 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 or restrict HCBF from amending or terminating any employee benefit plan, program or policy of, or any agreement with, HCBF, OGS or any of their respective Subsidiaries, in accordance with the terms thereof. This Agreement is not intended, and it shall not be construed, to create third party beneficiary rights for any current or former employees of the Parties or their respective Subsidiaries (including any beneficiaries or dependents thereof) under or with respect to any plan, program, or arrangement described in or contemplated by this Agreement. (c) Not later than the day immediately preceding the Closing Date, the Seller Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments OGS and the delivery 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 required notices) to terminateOGS ERISA Plan or SERP, effective as of no later than and it shall be 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 sole responsibility and expense of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans administrator (as in advance and give Buyer a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and effect prior to the Closing Date, Seller shall provide Buyer with ) for the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the Closing Date, the Seller Entities shall cooperate in good faith with Buyer prior 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 amend, freeze, terminate or modify any other Seller Benefit Plan to the extent and in the manner determined by Buyer effective upon 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 effectuatedplans. (d) Without limiting Each employee of an OGS Entity shall receive credit under the generality of Section 10.4HCBF Entities’ plans for co-pays, nothing deductibles and other similar limits incurred under the OGS Entities’ plans during the year in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than which the Parties or their respective successors), 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 the terms of this Agreement: (i) 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 employees 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 OGS Entities are integrated into 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 Surviving Corporation or the Seller HCBF 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’ plans. (e) On Harbor and the Closing Date, Seller Bank will mutually agree (which agreement shall provide Buyer with a list not be unreasonably withheld by Harbor) to offer “stay bonuses” to certain key employees of the Bank as an incentive for such key employees who have suffered an “employment loss” (to remain as defined in employees of the WARN Act) in the 90 days preceding Bank through the Closing Date or had the conversion date, as applicable. Each employee of OGS or the Bank, other than an employee who is a reduction party to a separation agreement that provides a benefit on a termination of employment, who incurs an involuntary termination without cause within one (1) year following the Effective Time shall receive a lump sum severance payment from HCBF equal to one week of pay at the rate then in hours of a least 50% in the 180 days preceding the Closing Dateeffect, for each identified by date full year of employment loss with OGS or reduction in hoursthe Bank, employing entity subject to a minimum of four weeks’ pay and facility locationa maximum of 12 weeks’ pay.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity Regions at its election shall either provide generally to officers and employees of AmSouth and its Subsidiaries, who are actively employed by a Seller Entity on at or after the Closing Date Effective Time become employees of Regions or its Subsidiaries (“Covered Employees”) while employed by such Buyer Entity following the Closing Date "AMSOUTH CONTINUING EMPLOYEES"), employee benefits under Buyer Compensation and Benefit PlansPlans maintained by Regions, on terms and conditions which are, in are the aggregate, substantially comparable to those provided by Buyer Entities to their same as for similarly situated employees; providedofficers and employees of Regions and its Subsidiaries, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan (ii) maintain for the benefit of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit PlansAmSouth Continuing Employees, the continued participation of the Covered Employees in the Seller Compensation and Benefit Plans shall be deemed maintained by AmSouth immediately prior to satisfy the foregoing provisions of this clause (it being understood Effective Time; provided that participation in Buyer Regions may amend any Compensation and 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 Plan maintained by AmSouth immediately prior to the Effective Time to comply with any Law or as necessary and appropriate for other business reasons. For purposes of this Section 4.15, Compensation and Benefit Plans maintained by Regions or AmSouth are deemed to include Compensation and Benefit Plans maintained by their respective Subsidiaries. As soon as practicable following the Effective Time, 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 Regions and AmSouth and their Subsidiaries after the Effective Time. (b) For purposes of participation, vesting and benefit accrual (except not for purposes of benefit accrual with respect to any plan in which such credit would result in a duplication of benefits) under Regions's Compensation and Benefit Plans, service with or credited by AmSouth or any of its Subsidiaries shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to the same extent Regions; provided that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service this provision shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) 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 cause Regions's tax-qualified defined contribution benefit pension plan under Internal Revenue Code Section 401(k) (a “401(k) Plan”). Seller shall provide Buyer with a copy of the resolutions, 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 is not open to new participants) to be opened to new participants. To the extent permitted under applicable Law, Regions shall be considered in good faithcause welfare Compensation and Benefit Plans maintained by Regions that cover the AmSouth 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, or restrictions or limitations that were applicable, under welfare Compensation and Benefit Plans maintained by AmSouth), and prior (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 Closing Dateamount of any deductible, Seller shall provide Buyer with the final documentation evidencing that the 401(k) co-insurance, or maximum out-of-pocket payments payable by such AmSouth Continuing Employees under welfare Compensation and Benefit Plans have been terminatedmaintained by Regions. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing Nothing in this Section 7.84.15 shall be interpreted as preventing Regions, expressed from and after the Effective Time, from amending, modifying or impliedterminating any Compensation and Benefit Plans maintained by Regions, is intended to confer upon any Person (other than the Parties or their respective successors), including any current or former employee, officer, director or consultant of Seller or any of its Subsidiaries or Affiliates, any rights, remedies, obligationsCompensation and Benefit Plans maintained by AmSouth, or liabilities under other Contracts, arrangements, commitments or by reason of this Agreement. In no event shall the understandings, in accordance with their terms of this Agreement: (i) 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 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 causeand applicable Law. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity shall provide generally to officers and employees (as a group) who are actively employed by a Seller Target Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Employee Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable Plans offered to those provided by Buyer Entities to their similarly situated employeesemployees of Buyer, including severance benefits in accordance with the applicable severance policy of Buyer (other than to any Covered Employee who is party to individual agreements or letters that entitle such person to different severance or termination benefits); provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Employee Benefit Plans, the continued participation of the Covered Employees in the Seller Target Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Buyer’s Employee Benefit Plans may commence at different times with respect to each of Buyer Buyer’s Employee Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Buyer’s Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer EntityBuyer’s paid time off program, the service of the Covered Employees with a Seller Target Entity prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plansemployee benefit plans, to the same extent that such service was formally recognized by the Seller Target Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior If requested by Buyer in a writing delivered to Target following the date hereof and prior to the Closing Date, the Seller 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 Seller 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”). Seller Target shall provide Buyer with a copy of the resolutions, 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 prior to the Closing Date, Seller Target shall provide Buyer with the final documentation evidencing that the 401(k) Plans and ESOPs have been terminated. (c) Upon request by Buyer in writing prior to the Closing Date, the Seller Target Entities shall cooperate in good faith with Buyer prior to the Closing Date to amend, freeze, terminate or modify any other Seller Target Benefit Plan to the extent and in the manner determined by Buyer effective upon the Closing Date (or at such different time mutually agreed to by the Partiesparties) and consistent with applicable Law. Seller 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 Seller Target a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller Target shall provide Buyer with the final documentation evidencing that the actions contemplated herein have been effectuated. (d) Without limiting the generality The provisions of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than 7.8 are solely for the benefit of the Parties or their respective successors)to this Agreement, including any and no Covered Employee, current or former employee, officer, director or consultant of Seller employee or any of its Subsidiaries or Affiliates, other individual associated therewith shall be regarded for any rights, remedies, obligations, or liabilities under or by reason purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Seller 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, Seller Target or any of their respective Affiliates; (ii) alter or limit the ability of the Surviving Corporation, Buyer or any of their Buyer Subsidiaries or Affiliates (including, after the Closing Date, the Target Entities) to amend, modify or terminate any Seller Target 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 Affiliatesconsultant, any right to employment or continued employment or continued service with Buyer or any Buyer SubsidiariesSubsidiaries (including, following the Closing Date, the Surviving Corporation or the Seller Target Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, SellerTarget, Buyer or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Seller Target or any of its Subsidiaries or Affiliates affiliates at any time for any reason whatsoever, with or without cause. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreementbut in no event earlier than the consolidation of Magna's depository institution Subsidiaries with UPC's depository institution Subsidiaries, any Buyer Entity UPC shall provide generally to officers and employees who are actively employed by a Seller Entity on of the Closing Date Magna Companies (“Covered the "Continuing Employees”) while employed by such Buyer Entity following the Closing Date "), employee benefits under Buyer Benefit Plans, employee benefit plans on terms and conditions which are, in the aggregate, when taken as a whole are substantially comparable similar to those currently provided by Buyer Entities the UPC Companies to their similarly situated officers and employees; provided. For purposes of participation, that in no event 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 Covered Employee other employee benefit plans of Magna shall be eligible to participate in treated as service under any closed or frozen plan of any Buyer Entitysimilar employee benefit plans maintained by UPC. Until such time as Buyer UPC shall cause the Covered UPC welfare benefit plans that cover the Continuing Employees after the Effective Time to participate (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 applicable Buyer 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 continued Effective Time. During such transition period, the coverage under and participation of the Covered Employees in the Seller Magna Benefit Plans shall be deemed to satisfy provide the foregoing provisions Continuing Employees with benefits that are no less favorable than those offered to other employees of this clause (it being understood that participation UPC and its Subsidiaries. Except as expressly provided in Buyer Benefit Plans may commence at different times with respect the Supplemental Letter, UPC also shall cause Magna and its Subsidiaries to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Benefit Planshonor all employment severance consulting, 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 other compensation Contracts disclosed in Section 8.14 of the Covered Employees with a Seller Entity prior Magna Disclosure Memorandum to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate UPC between any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior to the Closing Date, the Seller Entities shall take all necessary action (including without limitation the adoption of resolutions Magna Company 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 resolutions, 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 prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), including any current or former employeedirector, officer, director or consultant of Seller or any of its Subsidiaries or Affiliates, any rights, remedies, obligationsindependent contractor, or liabilities under or by reason of this Agreement. In no event shall the terms of this Agreement: (i) establishemployee thereof, 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 and all provisions of the Surviving Corporation, Buyer or any of their Subsidiaries or Affiliates to amend, modify or terminate any Seller Magna 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 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 causePlans. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity Regions at its election shall either (i) provide generally to officers and employees of AmSouth and its Subsidiaries, who are actively employed by a Seller Entity on at or after the Closing Date Effective Time become employees of Regions or its Subsidiaries (“Covered AmSouth Continuing Employees”) while employed by such Buyer Entity following the Closing Date ), employee benefits under Buyer Compensation and Benefit PlansPlans maintained by Regions, on terms and conditions which are, in are the aggregate, substantially comparable to those provided by Buyer Entities to their same as for similarly situated employees; providedofficers and employees of Regions and its Subsidiaries, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan (ii) maintain for the benefit of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit PlansAmSouth Continuing Employees, the continued participation of the Covered Employees in the Seller Compensation and Benefit Plans shall be deemed maintained by AmSouth immediately prior to satisfy the foregoing provisions of this clause (it being understood Effective Time; provided that participation in Buyer Regions may amend any Compensation and 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 Plan maintained by AmSouth immediately prior to the Effective Time to comply with any Law or as necessary and appropriate for other business reasons. For purposes of this Section 4.15, Compensation and Benefit Plans maintained by Regions or AmSouth are deemed to include Compensation and Benefit Plans maintained by their respective Subsidiaries. As soon as practicable following the Effective Time, 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 Regions and AmSouth and their Subsidiaries after the Effective Time. (b) For purposes of participation, vesting and benefit accrual (except not for purposes of benefit accrual with respect to any plan in which such credit would result in a duplication of benefits) under Regions’s Compensation and Benefit Plans, service with or credited by AmSouth or any of its Subsidiaries shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to the same extent Regions; provided that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service this provision shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) 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 cause Regions’s tax-qualified defined contribution benefit pension plan under Internal Revenue Code Section 401(k) (a “401(k) Plan”). Seller shall provide Buyer with a copy of the resolutions, 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 is not open to new participants) to be opened to new participants. To the extent permitted under applicable Law, Regions shall be considered in good faithcause welfare Compensation and Benefit Plans maintained by Regions that cover the AmSouth 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, or restrictions or limitations that were applicable, under welfare Compensation and Benefit Plans maintained by AmSouth), and prior (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 Closing Dateamount of any deductible, Seller shall provide Buyer with the final documentation evidencing that the 401(k) co-insurance, or maximum out-of-pocket payments payable by such AmSouth Continuing Employees under welfare Compensation and Benefit Plans have been terminatedmaintained by Regions. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing Nothing in this Section 7.84.15 shall be interpreted as preventing Regions, expressed from and after the Effective Time, from amending, modifying or impliedterminating any Compensation and Benefit Plans maintained by Regions, is intended to confer upon any Person (other than the Parties or their respective successors), including any current or former employee, officer, director or consultant of Seller or any of its Subsidiaries or Affiliates, any rights, remedies, obligationsCompensation and Benefit Plans maintained by AmSouth, or liabilities under other Contracts, arrangements, commitments or by reason of this Agreement. In no event shall the understandings, in accordance with their terms of this Agreement: (i) 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 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 causeand applicable Law. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, Buyer shall cause the Surviving Corporation and its Subsidiaries to continue to provide individuals who were officers and employees of the Target Entities immediately prior to the Effective Time (the "Continuing Employees") with benefits under the Target Benefit Plans (except that Buyer shall have no obligation to provide benefits under stock option or other plans involving the potential issuance of Buyer Common Stock or Target Common Stock other than as contemplated by provided in Section 3.5 of this Agreement, any Buyer Entity shall provide generally to employees who are actively employed by a Seller Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Benefit Plansor similar arrangements, on terms and conditions which arewhen taken as a whole are substantially similar to those which are provided to such officers and employees by the Target Entities immediately prior to the Effective Time (with such changes as Buyer may reasonably determine are required by law). Notwithstanding the foregoing, Buyer may, at any time following the Effective Time and in its sole discretion, discontinue providing benefits under any Target Benefit Plan to Continuing Employees, provided that such Continuing Employees shall thereafter receive benefits under Buyer's Employee Benefit Plans (except that Buyer shall have no obligation to -42- provide benefits under stock option or other plans involving the aggregatepotential issuance of Buyer Common Stock other than as provided in Section 3.5 of this Agreement), on terms and conditions which taken as a whole are substantially comparable similar to those provided by the Buyer Entities to their similarly situated officers and employees; provided, that in no . In the event shall any Covered Employee be eligible to the Continuing Employees participate in Buyer's Employee Benefit Plans at any closed or frozen plan time after the Effective Time then, (i) for purposes of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate participation, vesting and (except in the applicable case of Buyer retirement plans) benefit accruals under Buyer's Employee Benefit Plans, including the continued participation Termination Benefits Plan of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off programBuyer, the service of the Covered Continuing Employees with a Seller Entity the Target Entities prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Employee Benefit Plans; and (ii) except as otherwise provided in the next succeeding sentence, with respect to health, life, welfare and other group benefits, Buyer's Employee Benefit Plans shall waive any eligibility periods, evidence of insurability and pre-existing conditions limitations and shall honor any deductible, co-payment, co-insurance or out-of-pocket expenses paid or incurred for the current plan year by such Continuing Employees, including, with respect to their covered dependents, under the Target Benefit Plans during the period preceding the date of participation in Buyer's Employee Benefit Plans, to as though such amount had been paid in accordance with the same extent that such service was formally recognized by terms and conditions of the Seller Entities for purposes of a similar benefit plan; providedBuyer's Employee Benefit Plans. Notwithstanding the foregoing, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or Buyer's undertaking set forth in clause (ii) apply of the immediately preceding sentence shall only be applicable to Buyer's Employee Benefit Plans which are fully insured to the extent permitted under the terms of the applicable insurance policy or to the extent approved by the applicable insurance carrier. Buyer also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.12 of the Target Disclosure Memorandum to Buyer between any Target Entity and any current or former director, officer, or employee thereof, and all provisions for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of vested benefits or participation, other vested amounts earned or (z) for purposes of retiree medical benefits or level of benefits accrued through the Effective Time under a defined benefit pension planthe Target Benefit Plans. (b) 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 resolutions, 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 Effective prior to the Effective Time, Target shall terminate all of Target's severance and termination benefit plans, 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 Dateshall make such Buyer plan available (and not reduce the benefits available thereunder) to the Continuing Employees. Notwithstanding the preceding sentence, Seller Buyer shall provide Buyer with cause the final documentation evidencing that Surviving Corporation and its Subsidiaries to honor the 401(k) Plans have been terminatedterms of the Change of Control Agreements disclosed in Section 8.12 of the Target Disclosure Memorandum. (c) Upon request by Buyer in writing 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 Closing DateEffective Time, provided that such vacation days are taken or paid in lieu of being taken within one year after 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 upon 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 effectuatedEffective Time. (d) Without limiting As soon as practicable following the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 date of this Agreement. In no event , Target's Board of Directors or, if appropriate, any committee thereof administering the ESPP, shall the terms of this Agreement: adopt such resolutions or take such actions as are required to (i) establishterminate such ESPP prior to the Effective Time, 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 provide that the offering period scheduled to end on December 31, 2001 (the "FINAL OFFERING PERIOD") shall end on the earlier of (a) December 31, 2001, or limit (b) the ability termination of the Surviving CorporationESPP, 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 and (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, provide that no new offering periods shall be commenced following the 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 termination 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 causeFinal Offering Period. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity Simmons shall provide generally to officers and employees (as a group) who are actively employed by a Seller Xxxxxxx Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity Simmons following the Closing Date employee benefits under Buyer Employee Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable Plans offered to those provided by Buyer Entities to their similarly situated employeesemployees of Simmons, including severance benefits in accordance with the applicable severance policy of Simmons (other than to any Covered Employee who is party to individual agreements or letters that entitle such person to different severance or termination benefits); provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Simmons Entity. Until such time as Buyer Simmons shall cause the Covered Employees to participate in the applicable Buyer Employee Benefit PlansPlans of Simmons, the continued participation of the Covered Employees in the Seller Xxxxxxx Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Simmons’ Employee Benefit Plans may commence at different times with respect to each of Buyer Simmons’ Employee Benefit Plans). Notwithstanding the foregoing, as soon as administratively practicable following the Closing Date, but no later than 180 days after the Closing Date, Simmons shall have in effect a defined contribution plan that is qualified under Section 401(a) of the Internal Revenue Code and that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Internal Revenue Code in which Covered Employees who meet the eligibility criteria thereof shall immediately be eligible to participate. For purposes of determining eligibility to participate and vesting under Buyer Simmons’ Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s Simmons’ paid time off program, the service of the Covered Employees with a Seller Xxxxxxx Entity prior to the Effective Time shall be treated as service with a Buyer Simmons Entity participating in such Buyer Benefit Plansemployee benefit plans, to the same extent that such service was formally recognized by the Seller Xxxxxxx Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Simmons Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. In addition to the foregoing, (i) each Xxxxxxx employee shall receive credit under any applicable Simmons medical plans for any deductible and out-of-pocket expenses incurred under any Xxxxxxx medical plans if terminated prior to the end of a plan year and (ii) each Xxxxxxx employee will receive credit for any amounts remaining in spending accounts for which they may submit claims until the time provided in the plans, to the extent permitted under applicable law. (b) Prior If requested by Simmons in writing delivered to Xxxxxxx prior to the Closing Date, the Seller Xxxxxxx Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of no later than the day before the Closing Date, any Seller Xxxxxxx Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Internal Revenue Code Section 401(k401(a) (a “401(k401(a) Plan”). Seller Xxxxxxx shall provide Buyer Simmons with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k401(a) Plans in advance and give Buyer Simmons a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller Xxxxxxx shall provide Buyer Simmons with the final documentation evidencing that the 401(k401(a) Plans have been terminated. For the avoidance of doubt, this includes the CBP. (c) Upon request by Buyer Simmons in writing prior to the Closing Date, the Seller Xxxxxxx Entities shall cooperate in good faith with Buyer Simmons prior to the Closing Date to amend, freeze, terminate or modify any other Seller Xxxxxxx Benefit Plan to the extent and in the manner determined by Buyer Simmons effective upon the Closing Date (or at such different time mutually agreed to by the Parties) and consistent with applicable Law. Seller Xxxxxxx shall provide Buyer 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 Seller Simmons a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller Xxxxxxx shall provide Buyer Simmons with the final documentation evidencing that the actions contemplated herein have been effectuated. (d) Without limiting the generality The provisions of Section 10.4, nothing in this Section 7.87.8 are solely for the benefit of the Parties, expressed or impliedand no Covered Employee, is intended to confer upon any Person (other than the Parties or their respective successors), including any current or former employee, officer, director or consultant of Seller employee or any of its Subsidiaries or Affiliates, other individual associated therewith shall be regarded for any rights, remedies, obligations, or liabilities under or by reason purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Seller Xxxxxxx 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 BuyerXxxxxxx, Seller Xxxxxxx or any of their respective Affiliates; (ii) alter or limit the ability of the Surviving Corporation, Buyer Simmons or any of their Simmons Subsidiaries or Affiliates (including, after the Closing Date, the Xxxxxxx Entities) to amend, modify or terminate any Seller Xxxxxxx 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 Affiliatesconsultant, any right to employment or continued employment or continued service with Buyer Simmons or any Buyer SubsidiariesSimmons Subsidiaries (including, following the Closing Date, the Surviving Corporation or the Seller Xxxxxxx Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, SellerXxxxxxx, Buyer Simmons or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Seller Xxxxxxx or any of its Subsidiaries or Affiliates affiliates at any time for any reason whatsoever, with or without cause. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except SBC shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as contemplated by this Agreement, any Buyer Entity shall provide generally to employees a group) who are actively employed by a Seller Entity full-time active employees of the Company on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date that provide employee benefits under Buyer Benefit Plans, on terms and conditions which arecompensation opportunities which, in the aggregate, are substantially comparable to those provided by Buyer Entities the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to their similarly situated employeesemployees 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 Buyer Entityretention arrangements or equity compensation when determining whether employee benefits are substantially comparable. Until such time as Buyer SBC shall cause give the Covered Employees full credit for their prior service with the Company and its Subsidiaries (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC. (b) With respect to any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, SBC or its applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans 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 deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times waived with respect to each of Buyer such Covered Employee to the extent such condition was or would have been covered under the Company Benefit Plans). For purposes of determining eligibility Plan in which such Covered Employee participated immediately prior to participate and vesting under Buyer Benefit Plansthe 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 determining a Covered Employeeany 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, the Company shall take all actions requested by SBC that may be necessary or appropriate to (i) cause the Company’s entitlement 401(k) Plan, one or more the Company Benefits Plans to paid time off 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 termination of the Company’s 401(k) Plan, (iv) 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 (v) 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 Buyer Entity’s paid time off programplan, nor shall anything in this Section 4.14 be construed to require SBC or any of its Subsidiaries (including, following the Closing Date, the service 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 Employees with a Seller Entity prior Employee subsequent to the Effective Time shall be treated as service with a Buyer Entity participating subject in such Buyer Benefit Plansall events to SBC’s or its applicable Subsidiary’s normal and customary employment procedures and practices, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior to the Closing Date, the Seller Entities shall take all necessary action (including without limitation the adoption of resolutions customary background screening 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 resolutions, 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)evaluation procedures, and prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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, satisfactory 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 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 causeperformance. (e) On If, within six (6) months after the Closing DateEffective Time, Seller 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 result of death, disability, or unsatisfactory job performance, then SBC shall provide Buyer pay severance to such Covered Employee in an amount as set forth in the severance policies set forth in Section 4.14(e)(i) of the 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 list of employees who have suffered an “employment loss” termination occurring more than six (6) months after the Effective Time will be as defined set forth in the WARN Actseverance policies set forth in Section 4.14 (e)(ii) in of 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 locationSeacoast Disclosure Letter.

Employee Benefits and Contracts. (a) All persons who are employees of 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, become employees of the Surviving Corporation. Except in respect of those employees of Lime Entities separately provided for as set forth in those certain employment agreements dated as of the date of this Agreement to become effective as of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, honor all Lime employment and change of control agreements existing as of the date of this Agreement that have been disclosed to Parent in Section 7.7(a) of Lime’s Disclosure Memorandum. All of the other Continuing Employees shall be employed at will, and no contractual right with respect to employment shall inure to such employees because of this Agreement, except as otherwise contemplated by this Agreement. (b) Except as provided in the last sentence of this Section 7.7(b), as of the Effective Time, Parent shall make available employer-provided health and other employee welfare benefit plans to each Continuing Employee on the same basis as it provides such coverage to Parent employees except that any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees shall not apply to a Continuing Employee or their covered dependents who were covered under a similar Lime plan at the Effective Time of the Merger. In addition, if any such transition occurs during a plan year, Parent shall use commercially reasonable efforts to cause any such successor Parent Employee Benefit Plan providing health coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in the corresponding Lime Employee Benefit Plan during that plan year prior to the transition effective date. Notwithstanding the foregoing, Parent may continue (or cause the Surviving Corporation to continue) Lime’s health and other employee welfare benefit plans for each Continuing Employee as in effect immediately prior to the Effective Time. (c) With respect to employee benefit plans of Parent and its Subsidiaries not addressed in Section 7.7(a) or Section 7.7(b) above, Parent and its Subsidiaries shall make such plans available to each Continuing Employee on the same basis as it provides such coverage to Parent employees and shall take into account for purposes of eligibility, participation, vesting and benefit accrual (except that there shall not be any benefit accrual for past service under any qualified defined benefit pension plan) the service of such employees with Lime and its Subsidiaries as if such service were with Parent and its Subsidiaries. Continuing Employees will retain credit for unused sick leave and 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 a period purposes of one year determining the entitlement of Continuing Employees to sick leave and vacation pay following the Effective Time, except the service of such employees with Lime shall be treated as contemplated by this Agreement, any Buyer Entity if such service were with Parent and its Subsidiaries. (d) Parent shall provide generally to employees who are actively employed by a Seller Entity on cause the Closing Date Accrued Compensation to be paid or discharged after the Effective Time as follows: (“Covered Employees”i) while employed by 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 Buyer Entity following accrual relates on or before February 28, 2019, without condition, and (ii) any and all amounts accrued for deferred compensation shall be paid to the Closing Date employee benefits under Buyer Benefit Plans, on terms and conditions employees to which are, such accrual relates in the aggregate, substantially comparable to those provided by Buyer Entities to their similarly situated employeesaccordance with each applicable deferred compensation agreement; provided, however, that if any amount of the Closing Accrued Compensation (x) accrued for bonuses is not paid to the applicable employees for any reason on or before February 28, 2019, then the Merger Consideration shall be increased by such amount, which shall be paid to the Participating Securityholders on such date, or (y) accrued for deferred compensation is not paid to the applicable employees for any reason on or before February 1, 2020, then the Merger Consideration shall be increased by such amount, which shall be paid to the Participating Securityholders on such date. Parent shall provide the Lime Representative and its Representatives reasonable access (including by electronic delivery of documents), during regular business hours, in no event such a manner as to not unreasonably interfere with the normal operations of Parent or the Surviving Corporation, the applicable books and records of the Surviving Corporation and its Affiliates solely for the purpose of performing audits and reviews with respect to compliance with this Section 7.7(d). (e) As of the Effective Time, each Continuing Employee shall any Covered Employee be eligible to participate in any closed or frozen Parent’s 401(k) plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and full credit for prior service with Lime for purposes of determining a Covered Employee’s entitlement eligibility and vesting, and otherwise subject to paid time off under applicable eligibility requirements as set forth in the applicable Buyer Entity’s paid time off program, the service 401(k) plan of Lime in existence as of the Covered Employees with a Seller Entity prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Entities for purposes date of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension planthis Agreement. (bf) Prior to the Closing DateNo officer, 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 terminateemployee, 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 resolutions, plan amendments, notices and or 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 prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the corporate Parties to this Agreement other than the Lime Representative) shall be deemed a Third-Party or other beneficiary of this Section 7.7, and no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement (other than in their respective successorscapacities as Participating Securityholders), including any current except as set forth in Section 7.7. Nothing in this Section 7.7, express or former employeeimplied, 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 the terms of this Agreement: be construed to (i) establishcreate a right in any Continuing Employee to employment with Parent, 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 Lime or any of their respective Affiliates; , (ii) alter or limit the ability right of the Surviving CorporationParent, Buyer Lime or any of their Subsidiaries or respective Affiliates to amend, modify amend or terminate any Seller Benefit Plan, employment agreement or any other employee benefit or employment plan, program, agreement or arrangement after the Closing Date; or (iii) confer upon be treated as establishing or amending any current employee benefit plan or former employeearrangement of Parent, officer, director or consultant of Seller Lime or any of its Subsidiaries or their respective Affiliates, any right to employment or continued employment or continued service with Buyer or any Buyer Subsidiaries, the 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) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except SBC shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as contemplated by this Agreement, any Buyer Entity shall provide generally to employees a group) who are actively employed by a Seller Entity full-time active employees of the Company and its Subsidiaries on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date that provide employee benefits under Buyer Benefit Plans, on terms and conditions which arecompensation opportunities which, in the aggregate, are substantially comparable to those provided by Buyer Entities or greater than the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to their similarly situated employeesemployees 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 any Buyer EntitySBC or its Subsidiaries. Until such time as Buyer SBC shall cause give the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and full credit 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 their prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not Company and its Subsidiaries (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC, provided that the foregoing shall not result in the duplication of benefits or level of benefits to benefit accrual under a defined benefit any pension plan. (b) With respect to any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, SBC or its applicable Subsidiary shall use its commercially reasonable efforts to (i) cause any pre-existing condition limitations or eligibility waiting periods under such SBC or Subsidiary plan to be waived with respect to such Covered Employee to the extent such condition was or would have been covered under the Company Benefit Plan in which such Covered Employee participated immediately prior to the Effective Time, and (ii) recognize any health, dental, vision or other welfare expenses incurred by such Covered Employee in the year that includes the Closing Date (or, if later, the year in which such Covered Employee is first eligible to participate) for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such health, dental, vision or other welfare plan. (c) Prior to the Effective Time, the Company shall take, and 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 Seller Entities Company and its Subsidiaries) to amend or terminate any Company Benefit Plan or other employee benefit plan, to the extent such amendment or termination is permitted by the terms of the applicable plan, nor shall take all necessary action (including without limitation anything in this Section 4.14 be construed to require SBC or any of its Subsidiaries to retain the adoption of resolutions and plan amendments and the delivery employment of any required notices) to terminate, effective as particular Covered Employee for any fixed period of no later than the day before time following the Closing Date, and the continued retention (or termination) by SBC or any Seller Benefit Plan that is intended of its Subsidiaries of any Covered Employee subsequent 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 resolutions, 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 Effective Time shall be considered subject in good faith)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 prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminatedsatisfactory employment performance. (cf) Upon request If, within six (6) months after the Effective Time, any Covered Employee is terminated by Buyer SBC or its Subsidiaries other than for “Cause” or as a result of unsatisfactory job performance, then SBC shall pay severance to such Covered Employee in writing prior to the 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 an amount set forth in the manner determined by Buyer effective severance policies set forth in Section 4.14(f) of the Company Disclosure Letter (and based upon the Closing Date (or non-exempt and exempt status and/or title for the Covered Employee with the Company at such different time mutually agreed the Closing). Any severance to by the Parties) and consistent with applicable Law. Seller shall provide Buyer which a Covered Employee may be entitled in connection with a copy termination occurring more than six (6) months after the Effective Time will be as set forth in the severance policies set forth in Section 4.14(f) of the 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 effectuatedSeacoast Disclosure Letter. (dg) Without limiting the generality The provisions of Section 10.4, nothing in this Section 7.84.14 are solely for the benefit of the parties hereto, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), including any and no current or former employee, officer, director or consultant of Seller independent contractor or any of its Subsidiaries or Affiliates, other individual associated therewith shall be regarded for any rights, remedies, obligations, or liabilities under or by reason purpose as a third party beneficiary of this Agreement. In no event , and nothing herein shall the terms of this Agreement: (i) establish, amend, or modify be construed as an amendment to 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 employee 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 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 plan for any reason whatsoever, with or without causepurpose. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except SBC shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as contemplated by this Agreement, any Buyer Entity shall provide generally to employees a group) who are actively employed by a Seller Entity full-time active employees of the Company and its Subsidiaries on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date that provide employee benefits under Buyer Benefit Plans, on terms and conditions which arecompensation opportunities which, in the aggregate, are substantially comparable to those provided by Buyer Entities the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to their similarly situated employeesemployees 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 any Buyer EntitySBC or its Subsidiaries. Until such time as Buyer SBC shall cause give the Covered Employees full credit for their prior service with the Company and its Subsidiaries (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC. (b) With respect to any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, SBC or its applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans 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 deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times waived with respect to each of Buyer such Covered Employee to the extent such condition was or would have been covered under the Company Benefit Plans). For purposes of determining eligibility Plan in which such Covered Employee participated immediately prior to participate and vesting under Buyer Benefit Plansthe 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 determining a Covered Employeeany 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, the Company shall take, and 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 entitlement 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 paid time off under 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 Buyer Entity’s paid time off programplan, nor shall anything in this Section 4.14 be construed to require SBC or any of its Subsidiaries (including, following the Closing Date, the service 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 Employees with a Seller Entity prior Employee subsequent to the Effective Time shall be treated as service with a Buyer Entity participating subject in such Buyer Benefit Plansall events to SBC’s or its applicable Subsidiary’s normal and customary employment procedures and practices, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior to the Closing Date, the Seller Entities shall take all necessary action (including without limitation the adoption of resolutions customary background screening 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 resolutions, 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)evaluation procedures, and prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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, satisfactory 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 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 causeperformance. (e) On If, within six (6) months after the Closing DateEffective Time, Seller any Covered Employee is terminated by SBC or its Subsidiaries other than “for cause” or as a result of unsatisfactory job performance, then SBC shall provide Buyer pay severance to such Covered Employee in an amount as set forth in the severance policies set forth in Section 4.14(e)(i) of the SBC Disclosure Letter (and based upon the non-exempt and exempt status and/or title for the Covered Employee with the Company at the Closing). Any severance to which a Covered Employee may be entitled in connection with a list of employees who have suffered an “employment loss” termination occurring more than six (6) months after the Effective Time will be as defined set forth in the WARN Actseverance policies set forth in Section 4.14 (e)(ii) of the SBC Disclosure Letter. (f) At the Effective Time, Seacoast shall assume the obligations of the Company’s salary continuation plans as described in Section 3.3(j)(i) of the 90 days preceding Company Disclosure Letter. (g) At the Closing Date Effective Time, the Company shall pay to Dxxxxx X. XxXxxxx the amounts owed him in accordance with, and subject to (including any limitation necessary to avoid disallowance of any deduction due to the application of Internal Revenue Code Section 280G or the provisions of that certain Separation Agreement entered into at the Effective Time between Mssr. MxXxxxx and the Company), the terms of his employment agreement, as amended, and included in Section 3.3(j)(i) of the Company Disclosure Letter. (h) If the Effective Time occurs during 2014, then Seacoast will pay to the Bank participants as soon as practicable in 2015 (and to the extent that such participants have not previously been paid by the Bank for calendar year 2014) the amounts such participants would have received from the Bank for 2014 pursuant to the Bank 2014 Executive Incentive Plan and as if the Merger had a reduction not occurred). Notwithstanding anything in hours this Agreement to the contrary, the Bank participants shall receive payments under the Bank 2014 Executive Inventive Plan in lieu of a least 50% participation in any similar Seacoast incentive, bonus or other compensation plan for the 180 days preceding the Closing Date, each identified by date of employment loss or reduction in hours, employing entity and facility locationcalendar year 2014.

Employee Benefits and Contracts. (a) For a period All persons who are employees of one year following Seller or the Bank immediately prior to the Effective Time and whose employment is not specifically terminated at or prior to the Effective Time (collectively, the “Continuing Employees”) shall, at the Effective Time, except as contemplated by this Agreement, any become employees of Buyer Entity shall provide generally to employees who are actively employed by a Seller Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer Entities to their similarly situated employeesor one of its subsidiaries; provided, however, that in no event shall any Covered of the employees of Seller become officers of Buyer, or acquire any power or duty conferred upon such an officer, in connection with the Merger until duly elected or appointed to such position by the board of directors of Buyer and in accordance with the bylaws of Buyer following the Effective Time. The Continuing Employees shall be employed at the will of Buyer or 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, each Continuing Employee shall be eligible to participate in any closed Buyer’s employee benefit plans with full credit for prior service with Seller or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and Bank for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off programeligibility, the service benefit levels and vesting. (c) As of the Covered Employees with Effective Time, Buyer shall make available employer-provided health and other employee welfare benefit plans to each Continuing Employee and their covered dependents on the same basis as it provides such coverage to Buyer employees and their covered dependents except that any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees shall not apply to a Continuing Employee or their covered dependents who were covered under a similar plan of Seller Entity 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 be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to receive credit for any co-payment and deductibles paid under Seller’s or the same extent that such service was formally recognized by the Seller Entities Bank’s health plan for purposes of a similar benefit satisfying any applicable deductible or out-of-pocket requirements under Buyer’s health plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) 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 resolutions, 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 prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting Buyer or one of its subsidiaries shall honor any and all vacation or sick leave accrued by employees of Seller and the generality Bank. Following the Effective Time, Buyer shall or shall cause Bank to honor the Seller Entities’ incentive compensation plans for Continuing Employees for the year ending December 31, 2007. Thereafter, Continuing Employees shall be eligible to participate in incentive compensation plans of Buyer Entities on the same basis as similarly situated employees of Buyer Entities. (e) Buyer shall provide severance and outplacement services to any employees of Seller or the Bank that are terminated in connection with the Merger (prior to or within a year of the Effective Time), in accordance with Buyer’s policies and practices. If any employee of Seller or Bank is terminated in connection with the Merger prior to the close of business on December 31, 2007, Buyer shall provide to such employee, in addition to such severance, an amount equal to the matching contribution (determined at the 2006 matching rate) with respect to Seller’s defined contribution plan and 2007 incentive compensation payment that such employee would otherwise have been entitled to receive had such employee remained employed through December 31, 2007. (f) In order to induce certain employees to remain as employees of Seller or the Bank through the Effective Time or for specified periods after the Effective Time, with the consent of Buyer not to be unreasonably withheld, Seller shall have the right to pay retention bonuses to employees of Seller in amounts not to exceed in the aggregate the amount set forth on Section 10.47.9(f) of the Seller Disclosure Memorandum. (g) Simultaneously herewith, nothing Xxxx X. Xxxxxxx, Xx. shall have entered into an employment agreement with Buyer (the “Employment Agreement”). The Employment Agreement shall become effective only upon the consummation of the Merger at the Effective Time. (h) Seller shall use its reasonable best efforts to cause each of Seller’s directors to execute and deliver an agreement dated as of the date hereof in the form of Exhibit A pursuant to which he or she will vote his or her shares of Seller Common Stock in favor of this Section 7.8Agreement and the transactions contemplated hereby and a director agreement in the form of Exhibit D. (i) No officer, expressed employee, or implied, is intended to confer upon any other Person (other than the corporate Parties to this Agreement) shall be deemed a third party or their respective successors), 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 other beneficiary of this Agreement. In , and no event such Person shall the terms have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement: (i) establish, amend, or modify any Seller Benefit Plan or any “employee benefit plan” except as defined set forth 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 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 cause7.12. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period At least one day prior to the 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 any Target Benefit Plan intended to qualify under Section 401(k) of one year following the Effective Time, except as contemplated by this Agreement, any Buyer Entity Internal Revenue Code (the “Target 401(k) Plan”). Target shall provide generally to employees who are actively employed by a Seller Entity on Buyer prior to the Closing Date written evidence of the adoption by Target’s Board of Directors of resolutions authorizing the termination of the Target 401(k) Plan (which resolutions shall be subject to the prior review and approval of Buyer, which approval shall not be unreasonably withheld or delayed). (b) Buyer shall take such action as may be necessary so that for a twelve (12) month period following the Closing Date, employees of a Target Entity who remain employed by such Target Entity after the Closing (the “Covered Continuing Employees”) while employed by such Buyer Entity following the Closing Date 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 Benefit Plans, on terms and conditions Common Stock) which are, are comparable in the aggregate, substantially comparable aggregate to those provided by the Buyer Entities to their similarly situated employees; provided. Buyer shall, 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 Surviving Corporation and its Subsidiaries to, grant Continuing Employees to participate in credit for all service with the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off program, the service of the Covered Employees with a Seller Entity Target Entities prior to the Effective Time for purposes of eligibility and vesting (but not benefit accrual) in all benefits provided by Buyer to Continuing Employees. The eligibility of any Continuing Employee to participate in any employee benefit plan of Buyer shall not be treated subject to any exclusions for pre-existing conditions if such individual has met the participation requirements of similar benefit plans and programs of the Target Entities. Amounts paid before the Effective Time by Continuing Employees under any health plans of the Target Entities shall, after the Effective Time, be taken into account in applying deductible and annual out-of-pocket limits applicable under the health plans of Buyer provided as service with a Buyer Entity participating in such Buyer Benefit Plans, of the Effective Time to the same extent that as if such service was formally recognized by amounts had been paid under such health plans of Buyer. Buyer shall, and also cause the Seller Entities 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 purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of vested benefits or participation, other vested amounts earned or (z) for purposes of retiree medical benefits or level of benefits accrued through the Effective Time under a defined benefit pension plan. (b) 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 Target 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 resolutions, 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 prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminatedPlans. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing Notwithstanding anything in this Section 7.88.11 to the contrary, expressed or implied, is intended this Section 8.11 shall not operate to confer upon any Person (other than be construed to mean the Parties or their respective successors), 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 the terms of this Agreement: (i) 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 employment 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 Continuing Employees is not terminable by 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 will at any time for any reason whatsoevertime, with or without cause, for any reason or no reason. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year at least twelve months following the Effective Time, except as contemplated by this Agreement, any Buyer Entity Purchaser shall provide generally to officers and employees (as a group) who are actively employed by a Seller Entity the Company and the Bank on the Closing Date (“Covered Employees”) while employed by such Buyer Entity the Surviving Corporation or the Bank following the Closing Date with (1) annual base salaries or base wage rates no less than those in effect immediately before the Effective Time, (2) annual and quarterly bonus opportunities no less than those in effect immediately prior to the Effective Time, (3) other employee benefits under Buyer Employee Benefit Plans, on terms and conditions which are, in the aggregate, when taken as a whole are substantially comparable to either (i) those currently, generally provided by Buyer Entities Purchaser and its Subsidiaries to their similarly situated employees; providedofficers and employees or (ii) those provided under the Company Benefit Plans, that in no event shall other than any Covered Employee be eligible equity compensation plans. Only for purposes of (1) eligibility to participate in any closed or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Purchaser’s Employee Benefit Plans, and (2) credit for purposes years of determining a Covered Employee’s entitlement to paid time off under service with the applicable Buyer Entity’s paid time off programCompany for vacation and sick leave accrual, and for no other purpose, the service of the Covered Employees with a Seller Entity prior to the Effective Time shall be treated as service with Purchaser or a Buyer Entity Subsidiary of Purchaser participating in such Buyer Benefit Plansemployee benefit plans, to the same extent that such service was formally recognized by the Seller Entities Company or the Bank for purposes of a similar benefit plan; provided, provided that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (xA) under which similarly-situated employees of Buyer Entities Purchaser or any Subsidiary of Purchaser do not receive credit for prior service, (yB) that is grandfathered or frozen, either with respect to level of benefits or participation, or (zC) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. Purchaser will use its reasonable best efforts to cause each employee (and employees’ eligible dependents) who participated in the Company’s medical benefits on the closing date to be eligible to participate in Purchaser’s medical benefits immediately following the Closing. (b) Prior If requested by Purchaser in a writing delivered to the Company following the date hereof and at least 10 Business Days prior to the Closing Date, the Seller Entities Company and the Bank shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of no later than the day before the Closing Date, any Seller Company 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 The Company shall provide Buyer Purchaser with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans in advance and give Buyer Purchaser a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller the Company shall provide Buyer Purchaser with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to The provisions of this Section 7.06 are solely for the 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 upon 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 benefit of the resolutions, plan amendments, notices and other documents prepared Parties to effectuate the actions contemplated by this Section 7.8(c), as applicableAgreement, and give Seller a reasonable opportunity to comment on such documents (which comments shall be considered in good faith)no Covered Employee, and prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the actions contemplated herein have been effectuated. (d) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), including any current or former employee, officer, director or consultant of Seller employee or any of its Subsidiaries or Affiliates, other individual associated therewith shall be regarded for any rights, remedies, obligations, or liabilities under or by reason purpose as a third party beneficiary of this Agreement, other than as provided in Section 7.07. In no event shall the The terms of this AgreementAgreement do not: (i) establish, amend, or modify any Seller Company 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 BuyerPurchaser, Seller the Company or any of their respective Affiliates; (ii) alter or limit the ability of the Surviving Corporation, Buyer Purchaser or any Subsidiary of their Subsidiaries or Affiliates Purchaser (including, after the Closing Date, the Company and the Bank) to amend, modify or terminate any Seller Company 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 Affiliatesconsultant, any right to employment or continued employment or continued service with Buyer Purchaser or any Buyer SubsidiariesSubsidiary of Purchaser (including, following the Closing Date, the Surviving Corporation or the Seller EntitiesCompany and Purchaser), or constitute or create an employment agreement with any employee, or interfere . (d) The Company shall use its reasonable best efforts to cause each of the individuals set forth on Exhibit D hereto to enter into a 2016 Retention Pool and Long Term Incentive Award Agreement with or restrict MidFirst promptly and in any way event prior to the rights of Closing, in the Surviving Corporation, Seller, Buyer or any Subsidiary or Affiliate thereof last form proposed by Purchaser prior 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 causedate hereof. (e) On No more than two Business Days prior to the Closing DateClosing, Seller the Company shall provide Buyer with a list update Section 4.21(d) of employees who have suffered an “employment loss” (the Disclosure Schedule so that it is current 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 locationsuch date.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity Simmons shall provide generally to officers and employees (as a group) who are actively employed by a Seller Reliance Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity Simmons following the Closing Date employee benefits under Buyer Employee Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable Plans offered to those provided by Buyer Entities to their similarly situated employeesemployees of Simmons, including severance benefits in accordance with the applicable severance policy of Simmons (other than to any Covered Employee who is party to individual agreements or letters that entitle such person to different severance or termination benefits); provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Simmons Entity. Until such time as Buyer Simmons shall cause the Covered Employees to participate in the applicable Buyer Simmons Employee Benefit Plans, the continued participation of the Covered Employees in the Seller Reliance Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Simmons’ Employee Benefit Plans may commence at different times with respect to each of Buyer Simmons’ Employee Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Simmons’ Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s Simmons’ paid time off program, the service of the Covered Employees with a Seller Reliance Entity prior to the Effective Time shall be treated as service with a Buyer Simmons Entity participating in such Buyer Benefit Plansemployee benefit plans, to the same extent that such service was formally recognized by the Seller Reliance Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Simmons Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior If requested by Simmons in a writing delivered to Reliance following the date hereof and prior to the Closing Date, the Seller Reliance Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of no later than the day before the Closing Date, any Seller Reliance 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 Reliance shall provide Buyer Simmons with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans in advance and give Buyer Simmons a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller Reliance shall provide Buyer Simmons with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer Simmons in writing prior to the Closing Date, the Seller Reliance Entities shall cooperate in good faith with Buyer Simmons prior to the Closing Date to amend, freeze, terminate or modify any other Seller Reliance Benefit Plan to the extent and in the manner determined by Buyer Simmons effective upon the Closing Date (or at such different time mutually agreed to by the Partiesparties) and consistent with applicable Law. Seller Reliance shall provide Buyer 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 Seller Simmons a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller Reliance shall provide Buyer Simmons with the final documentation evidencing that the actions contemplated herein have been effectuated. (d) Without limiting the generality The provisions of Section 10.4, nothing in this Section 7.87.8 are solely for the benefit of the Parties, expressed or impliedand no Covered Employee, is intended to confer upon any Person (other than the Parties or their respective successors), including any current or former employee, officer, director or consultant of Seller employee or any of its Subsidiaries or Affiliates, other individual associated therewith shall be regarded for any rights, remedies, obligations, or liabilities under or by reason purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Seller Reliance 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 BuyerSimmons, Seller Reliance or any of their respective Affiliates; (ii) alter or limit the ability of the Surviving Corporation, Buyer Simmons or any of their Simmons Subsidiaries or Affiliates (including, after the Closing Date, the Reliance Entities) to amend, modify or terminate any Seller Reliance 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 Affiliatesconsultant, any right to employment or continued employment or continued service with Buyer Simmons or any Buyer SubsidiariesSimmons Subsidiaries (including, following the Closing Date, the Surviving Corporation or the Seller Reliance Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, SellerReliance, Buyer Simmons or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Seller Reliance or any of its Subsidiaries or Affiliates affiliates at any time for any reason whatsoever, with or without cause. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity Xxxxxxx shall provide generally to officers and employees (as a group) who are actively employed by a Seller Southwest Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity Xxxxxxx following the Closing Date employee benefits under Buyer Employee Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable Plans offered to those provided by Buyer Entities to their similarly situated employeesemployees of Xxxxxxx, including severance benefits in accordance with the applicable severance policy of Xxxxxxx (other than to any Covered Employee who is party to individual agreements or letters that entitle such person to different severance or termination benefits); provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Xxxxxxx Entity. Until such time as Buyer Xxxxxxx shall cause the Covered Employees to participate in the applicable Buyer Xxxxxxx Employee Benefit Plans, the continued participation of the Covered Employees in the Seller Southwest Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Xxxxxxx’ Employee Benefit Plans may commence at different times with respect to each of Buyer Xxxxxxx’ Employee Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Xxxxxxx’ Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s Xxxxxxx’ paid time off program, the service of the Covered Employees with a Seller Southwest Entity prior to the Effective Time shall be treated as service with a Buyer Xxxxxxx Entity participating in such Buyer Benefit Plansemployee benefit plans, to the same extent that such service was formally recognized by the Seller Southwest Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-similarly situated employees of Buyer Xxxxxxx Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior If requested by Xxxxxxx in a writing delivered to Southwest following the date hereof and prior to the Closing Date, the Seller 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 Seller 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”). Seller Southwest shall provide Buyer Xxxxxxx with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans in advance and give Buyer Xxxxxxx a reasonable opportunity to comment on such documents (which comments 51 shall be considered in good faith), and prior to the Closing Date, Seller Southwest shall provide Buyer Xxxxxxx with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer Xxxxxxx in writing prior to the Closing Date, the Seller Southwest Entities shall cooperate in good faith with Buyer Xxxxxxx prior to the Closing Date to amend, freeze, terminate or modify any other Seller Southwest Benefit Plan to the extent and in the manner determined by Buyer Xxxxxxx effective upon the Closing Date (or at such different time mutually agreed to by the Partiesparties) and consistent with applicable Law. Seller Southwest shall provide Buyer 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 Seller Xxxxxxx a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller Southwest shall provide Buyer Xxxxxxx with the final documentation evidencing that the actions contemplated herein have been effectuated. (d) Without limiting the generality The provisions of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than 7.8 are solely for the benefit of the Parties or their respective successors)to this Agreement, including any and no Covered Employee, current or former employee, officer, director or consultant of Seller employee or any of its Subsidiaries or Affiliates, other individual associated therewith shall be regarded for any rights, remedies, obligations, or liabilities under or by reason purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Seller Southwest 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 BuyerXxxxxxx, Seller Southwest or any of their respective Affiliates; (ii) alter or limit the ability of the Surviving Corporation, Buyer Xxxxxxx or any of their Xxxxxxx Subsidiaries or Affiliates (including, after the Closing Date, the Southwest Entities) to amend, modify or terminate any Seller Southwest 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 Affiliatesconsultant, any right to employment or continued employment or continued service with Buyer Xxxxxxx or any Buyer SubsidiariesXxxxxxx Subsidiaries (including, following the Closing Date, the Surviving Corporation or the Seller Southwest Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, SellerSouthwest, Buyer Xxxxxxx or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Seller Southwest or any of its Subsidiaries or Affiliates affiliates at any time for any reason whatsoever, with or without cause. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For All persons who are employees of the Independence Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a period of one year following “Continuing Employee”) shall, at the Effective Time, except as contemplated by this Agreement, any Buyer Entity shall provide generally to become employees who are actively employed by a Seller Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer Entities to their similarly situated employeesof First Reliance; provided, however, that in no event shall any Covered of the employees of the Independence Entities be officers of Parent or First 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 Parent or First Reliance and in accordance with the bylaws of Parent or First Reliance. All of the Continuing Employees shall be 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, each Continuing Employee shall be eligible to participate in each of Parent’s Employee Benefit Plans with full credit for prior service with Independence solely for purposes of eligibility and vesting. (c) As of the Effective Time, Parent shall make available employer-provided benefits under Parent Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Parent or First Reliance employees. With respect to Parent Employee Benefit Plans providing health coverage, Parent shall use commercially reasonable efforts to cause any closed pre-existing condition, eligibility waiting period, or frozen 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 Independence plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Parent shall use commercially reasonable efforts to cause any such Parent Employee Benefit Plan providing health coverage to give credit towards satisfaction of any Buyer Entityannual deductible limitation and out-of-pocket maximum applied under such plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee. Until such time as Buyer shall cause the Covered Employees to participate respecting his or her participation in the applicable Buyer corresponding Independence Employee Benefit PlansPlan during that plan year prior to the transition effective date. (d) Simultaneously herewith, the continued participation Chief Executive Officer of Independence shall enter into and deliver to Parent an Amendment of Employment Agreement dated as of the Covered Employees date hereof (and which shall be effective as of the Effective Time) in the Seller Benefit Plans form of Exhibit 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 7.9. No provision of this Agreement constitutes or shall be deemed to satisfy the foregoing provisions 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 clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off program, the service of the Covered Employees with a Seller Entity prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not Agreement (i) operate constitutes or shall be deemed to duplicate constitute, an employee benefit plan or other arrangement, an amendment of any benefits employee benefit plan or other arrangement, or any provision of a Covered Employee with respect to the same period of service any employee benefit plan or other arrangement or (ii) apply for purposes of provide any plan, program right or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered entitlements to any employee 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 planother third party. (bk) Prior Upon not less than ten days’ notice prior to the Closing DateDate from Parent to Independence, Independence shall cause the Seller Entities termination, amendment or other appropriate modification of each Independence Benefit Plan as specified by Parent in such notice such that no Independence Entity shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of sponsor or otherwise have any required notices) to terminatefurther Liability thereunder in connection with such applicable Independence Benefit Plans, effective as of no later than the day before date which immediately precedes the Closing Date. Upon such action, any Seller participants in such applicable Independence Benefit Plans that are Independence ERISA Plans shall be 100% vested in their account balances. With respect to each such Independence Benefit Plan that is intended as to constitute which Parent issues such notice and which provides for a tax-qualified defined contribution plan under Internal Revenue “cash or deferred arrangement” pursuant to Code Section 401(k) (each, a “401(k) Plan”). Seller shall provide Buyer with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k(i) Plans in advance and give Buyer 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 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the Closing Date, the Seller appropriate board of directors among the Independence Entities shall cooperate in good faith with Buyer prior to the Closing Date to amend, freeze, terminate or modify any other Seller Benefit adopt resolutions terminating each 401(k) Plan to the extent and in the manner determined by Buyer effective upon 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 as of the resolutions, plan amendments, notices and other documents prepared to effectuate date which immediately precedes the actions contemplated by this Section 7.8(cdate which includes the Effective Time (the “Termination Date”), 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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 prior to each 401(k) Plan’s termination under “(i),” immediately above, Independence shall cause each 401(k) Plan to adopt all amendments, including amendments and restatements, of each document evidencing each 401(k) Plan, as may be necessary to maintain each 401(k) Plan’s compliance with Code Section 401(a) and other applicable provisions of the Surviving CorporationCode pursuant to such termination, 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 and (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 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 as 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) On the Closing Termination Date, Seller Independence shall provide Buyer cause each 401(k) Plan to proceed with implementing the process of distributing each 401(k) Plan’s account balances to participants. Parent or Parent Bank shall cause its Employee Benefit Plan which provides for a list of employees who have suffered an “employment losscash or deferred arrangement” (as defined pursuant to Code Section 401(k) to accept direct rollovers from any 401(k) Plan described in the WARN Act) in the 90 days preceding the Closing Date or had a reduction in hours sentence, and will use commercially reasonable efforts to permit direct rollover 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 locationparticipant plan loan.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity SouthCrest shall provide generally to officers and employees of Chickamauga, who are actively employed by at or after the Effective Time become employees of a Seller Entity on the Closing Date SouthCrest Company (collectively, “Covered New SouthCrest Employees”) while employed by such Buyer Entity following the Closing Date ), employee benefits under Buyer Benefit Plans, employee benefit plans on terms and conditions which are, in the aggregate, when taken as a whole are substantially comparable similar to those provided by Buyer Entities the SouthCrest Companies to their similarly situated officers and employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of benefit accrual under SouthCrest Benefit Plans (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), eligibility to participate and vesting under Buyer Benefit Plansdeterminations in connection with the provision of any such employee benefits, 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 Chickamauga prior to the Effective Time shall be treated as service with a Buyer Entity participating counted. If, during the annual period of coverage (the "Applicable Period of Coverage") in such Buyer Benefit Planswhich falls the Effective Time, SouthCrest terminate any “group health plan,” within the meaning of Section 4980B(g)(2) of the Internal Revenue Code, in which one or more Chickamauga employees participated immediately prior to the same extent that Effective Time (a “Chickamauga Plan”), SouthCrest shall cause any successor group health plan to waive any underwriting requirements; to give credit for any such service was formally recognized by Chickamauga employee’s participation in the Seller Entities Chickamauga Plan prior to the Effective Time for purposes of applying any pre-existing condition limitations set forth therein; and to give credit for covered expenses paid by any such Chickamauga employee under a similar benefit plan; provided, that such recognition Chickamauga Plan during the Applicable Period 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 Coverage towards satisfaction of any annual deductible limitation, co-payment and out-of pocket maximum applied under such successor group health plan, program or arrangement (x) under which similarly-situated employees . Table of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) 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 resolutions, 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 prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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 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) On the Closing Date, Seller shall provide Buyer 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.Contents

Employee Benefits and Contracts. (a) For a period of one year following the Effective Time, except as contemplated by this Agreement, any Buyer Entity shall provide generally to employees All persons who are actively employed by a Seller Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer employees of Clover Entities to their similarly situated employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off program, the service of the Covered Employees with a Seller Entity 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 or the time of the Bank Merger, as applicable, become employees of Buyer or Buyer Bank, as applicable. Buyer and Buyer Bank shall 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 with such agreements are Continuing Employees or receive new agreements with Buyer. All of the Continuing Employees shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plansemployed at will, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee and no contractual right with respect to the same period employment shall inure to such employees because of service or (ii) apply for purposes of any planthis Agreement, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension planexcept as otherwise contemplated by this Agreement. (b) Prior As of the Effective Time, and to the extent permitted by contribution and deduction limitations of ERISA and the Code with respect to Buyer Entities’ qualified plans, each Continuing Employee shall be employed on the same terms and conditions as similarly situated employees of Buyer Bank and eligible to participate in each of Buyer’s Employee Benefit Plans with full credit for prior service with Clover solely for purposes of eligibility and vesting. Notwithstanding any provision in this Agreement to the contrary, Buyer and Buyer Bank will not be required to take any action that could adversely affect the continuing qualification of Buyer’s 401(k) Plan. (c) As of the Effective Time, Buyer shall make available employer-provided benefits under Buyer Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or Buyer Bank employees. With respect to Buyer Benefit Plans providing health coverage, Buyer shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar Clover plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Buyer shall use commercially reasonable efforts to cause any such successor Buyer Employee Benefit Plan providing health coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in the corresponding Clover Employee Benefit Plan during that plan year prior to the transition effective date. Notwithstanding the foregoing, and in lieu of the same, Buyer may continue Clover’s health and other employee welfare benefit plans for each Continuing Employee as in effect immediately prior to the Effective Time. (d) Any Continuing Employees who are not parties to an employment, change in control, or other type of agreement that provides for severance or other compensation upon a change in control or upon a separation from service following a change in control, who remain employed by Buyer or any of its Subsidiaries as of the Effective Time, and whose employment is terminated by Buyer or any of its Subsidiaries within four (4) months of the Effective Time shall receive the following severance benefits: severance pay equal to two (2) weeks of base weekly pay for each year of service with Clover Bank, with a minimum of four (4) weeks of base weekly pay and a maximum of thirty (30) weeks of base weekly pay. Such severance pay will be made at regular payroll intervals. Such severance payments will be in lieu of any severance pay plans that may be in effect at Clover or Clover Bank prior to the Effective Time. If termination of any such Continuing Employee’s employment occurs after the 4-month anniversary of the Effective Time, then such employee shall be entitled to receive the severance pay under any severance pay plans that may be in effect at such time at Buyer Bank. (e) Upon not less than ten (10) days’ notice prior to the Closing DateDate from Buyer to Clover, Clover shall cause the Seller Entities termination, amendment, or other appropriate modification of each Clover Benefit Plan as specified by Buyer in such notice such that no Clover Entity shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of sponsor or otherwise have any required notices) to terminatefurther Liability thereunder in connection with such applicable Clover Benefit Plans, effective as of no later than the day before date which immediately proceeds the Closing Date. Upon such action, participants in such applicable Clover Benefit Plans that are described in ERISA Section 3(2) shall be one hundred percent (100%) vested in their account balances. (f) No officer, employee, or other Person (other than the Parties to this Agreement) shall be deemed a third-party or other beneficiary of this Section 7.9, and no such Person shall have any Seller right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement, except as set forth in Section 7.12. No provision of this Agreement constitutes or shall be deemed to constitute, an Employee Benefit Plan that is intended or other arrangement, an amendment of any Employee Benefit Plan or other arrangement, or any provision of any Employee Benefit Plan or other arrangement. (g) Clover shall take all appropriate action to constitute terminate any Clover Benefit Plan which provides for a tax-qualified defined contribution plan under Internal Revenue “cash or deferred arrangement” pursuant to Code Section 401(k) (each, a “401(k) Plan”). Seller shall provide Buyer with a copy of the resolutions, 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 prior to the Closing Date; provided, Seller shall provide however, that Buyer agrees that nothing in this Section 7.9 will require Clover to cause the final dissolution and liquidation of, or to amend (other than as may be required to maintain such plan’s compliance with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing Code, ERISA, or other applicable Law), said plan prior to the 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 upon 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. (dh) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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 Unless otherwise directed by Buyer, Seller or any Clover shall cause each of their respective Affiliates; (iithe employees identified in Section 7.9(h) alter or limit of the ability Buyer Disclosure Memorandum to enter into settlement, waiver, and release agreements with Buyer and Buyer Bank, in a form mutually agreeable to Clover and Buyer, providing for the settlement and release of the Surviving Corporation’s and Surviving Bank’s obligations under the identified employees’ existing employment agreements and salary continuation agreements in exchange for the cash payments and other benefits provided under such agreements; provided, Buyer or any that, to the extent necessary, such cash payments shall be reduced so as to avoid the imposition of their Subsidiaries or Affiliates a 20% excise tax liability on employee pursuant 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 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 Section 4999 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 causeCode. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period PLFC shall cooperate and work with WSFS to help WSFS identify employees of PLFC and its Subsidiaries to whom WSFS may elect to offer employment with WSFS or one year following of its Subsidiaries. With respect to any employee of PLFC or its Subsidiaries who receives an offer of employment from WSFS, PLFC shall assist WSFS with its efforts to enter into an offer letter and any related documents (collectively, the “Offer Letter”) with such employees, the effectiveness of which would be contingent upon the Closing. Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity WSFS shall provide generally to officers and employees (as a group) who are actively employed by a Seller PLFC Entity on the Closing Date (“Covered Employees”) while employed by such Buyer any WSFS Entity following the Closing Date employee benefits under Buyer Employee Benefit Plans, on terms and conditions which are, in the aggregate, substantially when taken as a whole are comparable to those currently provided by Buyer WSFS Entities to their similarly situated officers and employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer WSFS Entity. Until such time as Buyer WSFS shall cause the Covered Employees to participate in the applicable Buyer WSFS Employee Benefit Plans, the continued participation of the Covered Employees in the Seller PLFC Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer WSFS’s Employee Benefit Plans may commence at different times with respect to each of Buyer WSFS’s Employee Benefit Plans). For purposes of determining eligibility to participate participation, vesting and vesting benefit accrual under Buyer WSFS’s Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off program, the service of the Covered Employees with a Seller Entity prior to the Effective Time shall be treated as service with a Buyer WSFS Entity participating in such Buyer Benefit Plansemployee benefit plans, to the same extent that such service was formally recognized by the Seller PLFC Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (zy) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. Covered Employees who are employed by any WSFS Entity shall retain their vacation and sick leave accrual under the PLFC Benefit Plans as of the Effective Time, provided that any future accrual of benefits under leave policies shall be in accordance with the WSFS Employee Benefit Plans, subject to carryover limitations applicable to such future accruals. WSFS agrees to amend the WSFS Employee Benefit Plans to the extent necessary to provide for the past service credits applicable to the Covered Employees referenced herein. (b) Prior 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, or to any waiting period relating to such coverage. WSFS shall honor the plans set forth in Section 7.8(b) of the WSFS Disclosure Memorandum. (c) If requested by WSFS in a writing delivered to PLFC following the date hereof and prior to the Closing Date, the Seller 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 terminate, effective as of no later than immediately prior to the day before the Closing DateEffective Time, any Seller PLFC 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 PLFC shall provide Buyer WSFS with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans in advance and give Buyer WSFS a reasonable opportunity to comment on such documents (which comments shall be considered in good faithfaith by PLFC), and prior to the Closing Date, Seller PLFC shall provide Buyer WSFS with the final documentation evidencing that the termination of the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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 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) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except SBC shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as contemplated by this Agreement, any Buyer Entity shall provide generally to employees a group) who are actively employed by a Seller Entity full-time active employees of Fourth Street and its subsidiaries on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date that provide employee benefits under Buyer Benefit Plans, on terms and conditions which arecompensation opportunities which, in the aggregate, are substantially comparable to those provided by Buyer Entities the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to their similarly situated employeesemployees 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 Buyer Entityretention arrangements or equity compensation when determining whether employee benefits are substantially comparable. Until such time as Buyer SBC shall cause give the Covered Employees full credit for their prior service with Fourth Street and its Subsidiaries (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC. (b) With respect to any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, SBC or its applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans 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 deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times waived with respect to each of Buyer such Covered Employee to the extent such condition was or would have been covered under the Fourth Street Benefit Plans). For purposes of determining eligibility Plan in which such Covered Employee participated immediately prior to participate and vesting under Buyer Benefit Plansthe 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 determining a Covered Employeeany 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, Fourth Street shall take all actions requested by SBC that may be necessary or appropriate to (i) cause Fourth Street’s entitlement 401(k) Plan, one or more the Fourth Street Benefits Plans to paid time off terminate as of the Effective Time, or as of the date immediately preceding the Effective Time, (ii) cause benefit accruals and 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 Buyer Entity’s paid 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 off programfollowing the Closing Date, and the service continued retention (or termination) by SBC or any of the its Subsidiaries of any Covered Employees with a Seller Entity prior Employee subsequent to the Effective Time shall be treated as service with a Buyer Entity participating subject in such Buyer Benefit Plansall events to SBC’s or its applicable Subsidiary’s normal and customary employment procedures and practices, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior to the Closing Date, the Seller Entities shall take all necessary action (including without limitation the adoption of resolutions customary background screening 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 resolutions, 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)evaluation procedures, and prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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, satisfactory 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 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 causeperformance. (e) On If, within six (6) months after the Closing DateEffective Time, Seller 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 result of death, disability or unsatisfactory job performance, then SBC shall provide Buyer pay severance to such Covered Employee in an amount as set forth in the severance policies set forth in Section 4.14(e)(i) of the 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 list of employees who have suffered an “employment loss” termination occurring more than six (6) months after the Effective Time will be as defined set forth in the WARN Actseverance policies set forth in Section 4.14(e)(ii) in of 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 locationSeacoast Disclosure Letter.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except SBC shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as contemplated by this Agreement, any Buyer Entity shall provide generally to employees a group) who are actively employed by a Seller Entity full-time active employees of the Company and its Subsidiaries on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date that provide employee benefits under Buyer Benefit Plans, on terms and conditions which arecompensation opportunities which, in the aggregate, are substantially comparable to those provided by Buyer Entities the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to their similarly situated employeesemployees 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 any Buyer EntitySBC or its Subsidiaries. Until such time as Buyer SBC shall cause give the Covered Employees full credit for their prior service with the Company and its Subsidiaries (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC. (b) With respect to any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, SBC or its applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans 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 deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times waived with respect to each of Buyer such Covered Employee to the extent such condition was or would have been covered under the Company Benefit Plans). For purposes of determining eligibility Plan in which such Covered Employee participated immediately prior to participate and vesting under Buyer Benefit Plansthe 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 determining a Covered Employeeany 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, the Company shall take, and 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 entitlement 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 paid time off under 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 Buyer Entity’s paid time off programplan, nor shall anything in this Section 4.14 be construed to require SBC or any of its Subsidiaries (including, following the Closing Date, the service 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 Employees with a Seller Entity prior Employee subsequent to the Effective Time shall be treated as service with a Buyer Entity participating subject in such Buyer Benefit Plansall events to SBC’s or its applicable Subsidiary’s normal and customary employment procedures and practices, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior to the Closing Date, the Seller Entities shall take all necessary action (including without limitation the adoption of resolutions customary background screening 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 resolutions, 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)evaluation procedures, and prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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, satisfactory 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 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 causeperformance. (e) On If, within six (6) months after the Closing DateEffective Time, Seller any Covered Employee is terminated by SBC or its Subsidiaries other than for “Cause” or as a result of unsatisfactory job performance, then SBC shall provide Buyer pay severance to such Covered Employee in an as amount set forth in the severance policies set forth in Section 4.14(e) of the SBC Disclosure Letter (and based upon the non-exempt and exempt status and/or title for the Covered Employee with the Company at the Closing). Any severance to which a Covered Employee may be entitled in connection with a list of employees who have suffered an “employment loss” termination occurring more than six (6) months after the Effective Time will be as defined set forth in the WARN Actseverance policies set forth in Section 4.14(e) in of 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 locationSBC Disclosure Letter.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this AgreementFLAG shall either (i) continue to provide to officers and employees of the EMPIRE Entities employee benefits under EMPIRE's existing employee benefit and welfare plans or, any Buyer Entity (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 who are actively employed by a Seller Entity on of the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date EMPIRE Entities employee benefits under Buyer Benefit Plansemployee benefit and welfare plans, on terms and conditions which are, in the aggregate, when taken as a whole are substantially comparable similar to those currently provided by Buyer the FLAG Entities to their similarly situated officers and employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate participation and vesting (but not accrual of benefits) under Buyer Benefit PlansFLAG's employee benefit plans, and for purposes (i) service under any qualified defined benefit plan 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 EMPIRE shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar under FLAG's defined 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 if any, (ii) apply for purposes of service under any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) 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 plans of EMPIRE shall be treated as service under Internal Revenue Code Section 401(kFLAG's qualified defined contribution plans, and (iii) (a “401(k) Plan”)service under any other employee benefit plans of EMPIRE shall be treated as service under any similar employee benefit plans maintained by FLAG. Seller shall provide Buyer with a copy With respect to officers and employees of the resolutionsEMPIRE Entities who, plan amendmentsat or after the Effective Time, notices become employees of a FLAG Entity 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)who, and immediately prior to the Closing DateEffective Time, Seller 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 substituted for an EMPIRE welfare benefit plan to waive any evidence of insurability or similar provision, to provide Buyer credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the final documentation evidencing that then current plan year for each such substituted employee welfare benefit plans. FLAG also shall cause the 401(k) Plans have been terminated. (c) Upon request by Buyer Surviving Bank and its Subsidiaries to honor in writing prior to the Closing Dateaccordance with their terms all employment, the Seller Entities shall cooperate severance, consulting and other compensation Contracts disclosed 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 upon 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 Section 8.13 of the resolutions, plan amendments, notices EMPIRE Disclosure Memorandum to FLAG between any EMPIRE Entity 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), including any current or former employeedirector, officer, director or consultant of Seller employee thereof, and all provisions for vested benefits or any of its Subsidiaries other vested amounts earned or Affiliates, any rights, remedies, obligations, or liabilities accrued through the Effective Time under or by reason of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Seller EMPIRE 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 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 causePlans. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity West at its election shall either (i) provide generally to officers and employees of Raindance, who are actively employed by a Seller Entity on at or after the Closing Date Effective Time remain employees of the Surviving Corporation (“Covered "Continuing Employees”) while employed by such Buyer Entity following the Closing Date "), employee benefits under Buyer Benefit PlansPlans maintained by West, on terms and conditions which are, in are substantially the aggregate, substantially comparable to those provided by Buyer Entities to their same as for similarly situated employeesofficers 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 in no event shall any Covered Continuing Employee be eligible to participate in any closed or frozen plan who was deemed by Raindance as a full-time employee of any Buyer Entity. Until such time Raindance as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in Effective Time and who is terminated by West within one year following the Seller Benefit Plans Effective Time shall be deemed entitled to satisfy the foregoing provisions severance payments set forth in Section 4.11(a) 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)Raindance's Disclosure Letter. For purposes of determining eligibility this Section 4.11, Benefit Plans maintained by West are deemed to participate and vesting under Buyer include Benefit Plans, and for purposes Plans maintained by its Subsidiaries. As 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 immediately prior to the Effective Time Time, 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 any of its predecessors shall be treated as service with a Buyer Entity participating in such Buyer West. West shall cause welfare Benefit Plans, Plans maintained by West that cover the Continuing Employees after the Effective Time to the same extent (A) waive any waiting period and restrictions and limitations for preexisting conditions or insurability (except for pre-existing conditions that such service was formally recognized were excluded under welfare Benefit Plans maintained by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) 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 resolutions, 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 faithRaindance), and prior (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 credited to such Continuing Employees under welfare Benefit Plans maintained by West, so as to reduce the Closing Dateamount of any deductible, Seller shall provide Buyer with co-insurance, or maximum out-of-pocket payments payable by the final documentation evidencing that the 401(k) Continuing Employees under welfare Benefit Plans have been terminatedmaintained by West. (c) Upon request by Buyer West shall, and shall cause the Surviving Corporation to, honor all employment, severance, consulting, and other compensation Contracts disclosed in writing Raindance's Disclosure Letter or filed as exhibits to its SEC Reports prior to the 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 upon 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 date 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 effectuatedAgreement. (d) Without limiting the generality of Section 10.4, nothing Nothing in this Section 7.84.11 shall be interpreted as preventing West, expressed from and after the Effective Time, from amending, modifying or implied, is intended to confer upon terminating any Person (other than the Parties Benefit Plans maintained by Raindance or their respective successors), including any current or former employee, officer, director or consultant of Seller or any of its Subsidiaries or Affiliates, any rights, remedies, obligationsit, or liabilities under other Contracts, arrangements, commitments or by reason of this Agreement. In no event shall the understandings, in accordance with their terms of this Agreement: (i) 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 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 causeand applicable Law. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period All persons who are employees of one year following Eureka immediately prior to the Effective Time and whose employment is not terminated at or prior to the Effective Time, except as contemplated by this Agreement, any Buyer Entity shall provide generally to employees who are actively employed by (each a Seller Entity on the Closing Date (“Covered EmployeesContinuing Employee”) while employed by such Buyer Entity following shall, at the Closing Date employee benefits under Buyer Benefit PlansEffective Time, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer Entities to their similarly situated employeesbecome employees of NexTier; provided, however, that in no event shall any Covered Employee of Eureka employees be eligible officers of NexTier, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to participate such position in accordance with the bylaws of NexTier. All of the Continuing Employees shall be employed at the will of NexTier and no contractual right to employment or to employment in any closed position or frozen plan to any level of any Buyer Entitycompensation shall inure to such employees because of this Agreement. Until such time as Buyer Following the Effective Time, NexTier shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the Covered benefit of Continuing Employees to participate that, in the applicable Buyer Benefit Plans, aggregate are substantially comparable to the continued participation employee benefit and compensation opportunities that are generally made available to similarly situated employees of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause NexTier or its Subsidiaries. (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). b) For all purposes (including purposes of determining vesting, eligibility to participate and vesting level of benefits) under Buyer Benefit Plansthe 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 for purposes without limiting the generality of determining a Covered the foregoing, (x) to the extent that any Eureka Pension Plan or Eureka Welfare Plan, or any Continuing Employee’s entitlement 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 time off under Eureka’s health plan for the applicable Buyer Entityplan year in which coverage commences under NexTier’s paid time off programhealth 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 service of the Covered Employees with a Seller Entity Eureka Bank Retirement Savings Plan to be terminated immediately prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to (the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i“Plan Termination Date”) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) 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 accounts of any required notices) to terminate, effective all participants and beneficiaries in the Eureka Bank Retirement Savings Plan as of no later than the day before the Closing Date, any Seller Benefit Plan that is intended Termination Date 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 become fully vested as of the resolutions, plan amendments, notices and other documents prepared Plan Termination Date. Eureka or NexTier shall use their best efforts to effectuate obtain a determination letter from the IRS that the termination of the 401(k) Plans 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 advance and give Buyer a reasonable opportunity to comment on such documents (which comments the plan shall be considered 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 good faith), and the Eureka Bank Retirement Savings Plan whose employment is terminated by NexTier may elect to receive their account balance prior to the Closing Datereceipt 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, Seller shall provide Buyer with including filing a Final Form 5500, that arise after the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior Effective Time. NexTier agrees, to the Closing Dateextent 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 Seller Entities shall cooperate in good faith with Buyer prior to Eureka Bank Retirement Savings Plan and loans (if any) from the Closing Date to amend, freeze, terminate or modify any other Seller Benefit Eureka Banks Retirement Savings Plan to the extent and in the manner determined by Buyer effective upon 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 effectuatedNexTier Retirement Savings Plan. (d) Without limiting Eureka Bank shall, effective no later than immediately prior to, and contingent upon the generality 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 Section 10.4shares 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, nothing (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 7.87.8(d), expressed effective as of the Effective Time, and (iv) 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 impliedEureka 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 the extent provided by the ESOP, ESOP participants whose employment is intended terminated by NexTier may elect to confer upon receive their ESOP account balance prior to the receipt of the IRS determination letter but following their termination of employment. NexTier agrees to permit ESOP participants who become employees of NexTier or its Subsidiaries to roll over their account balances in the ESOP to the NexTier Retirement Savings Plan. Further, NexTier shall take all other actions necessary to complete the termination of the ESOP, including filing a Final Form 5500, that arise after the Effective Time. (e) Eureka shall take all actions necessary to terminate the Deferred Compensation Arrangements with Xxxxxx Xxxxxxx and Xxxx Xxxxxx and distribute the benefits under the Deferred Compensation Arrangements in accordance with Section 409A of the Internal Revenue Code, in each case prior to the Closing. (f) One day prior to the Effective Time and subject to the occurrence of the Closing, Eureka shall or shall cause Eureka Bank to freeze the accrued benefits under the Pentegra Defined Benefit Plan for Financial Institutions with respect to employees of Eureka and its Subsidiaries and to pay solely such accrued benefit at the time of any benefit payment required under said plan. (g) No officer, employee, or other Person (other than the corporate Parties to this Agreement) shall be deemed a third party or their respective successors), 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 other beneficiary of this Agreement. In , and no event such Person shall the terms have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement: , except as set forth in Section 7.9. (h) Notwithstanding anything contained in any written employment agreement, severance agreement or severance plan with Eureka or Eureka Bank disclosed on Section 4.9(a) or Section 4.12(a) of the Eureka Disclosure Schedule (collectively, the “Employment Contracts”) or in this Agreement to the contrary, no payment shall be made under any Employment Contract or this Agreement (including severance benefits contemplated by Section 7.8(i) and payments made with respect to any accelerated vesting of Eureka Stock Options and Eureka Restricted Shares) to the extent such would constitute an “excess parachute payment” (as such term is defined in Section 280G of the Code) or to the extent such would not be deductible under Section 162(m) of the Code. (i) establish, amend, or modify any Seller Benefit Plan or any “Each Eureka employee benefit plan” as defined in Section 3(3who is involuntarily terminated by NexTier (other than for cause) within twelve (12) months 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 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) On the Closing Date, Seller shall provide Buyer 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 and who is not covered by a separate employment, severance or had change in control agreement shall receive a reduction severance payment equal to two (2) weeks of base pay (at the rate in hours effect on the termination date) for each year of service at Eureka, with a least 50% in minimum payment equal to four (4) weeks of base pay and a maximum payment equal to twenty-six (26) weeks of base pay. For purposes of calculating the 180 days preceding number of years of service, fractional years of service shall be rounded up or down to the Closing Datenearest full year. For purposes of calculating base pay, each identified by date of employment loss or reduction in hours, employing entity and facility location.Eureka employees who are paid on an hourly basis shall be deemed to have a base pay equal to the employee’s average weekly compensation

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this AgreementFLAG shall either (i) continue to provide to officers and employees of XXXXX BANK Entities employee benefits under XXXXX BANK's existing employee benefit and welfare plans or, any Buyer Entity (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 who are actively employed by a Seller Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date of XXXXX BANK Entities employee benefits under Buyer Benefit Plansemployee benefit and welfare plans, on terms and conditions which are, in the aggregate, when taken as a whole are substantially comparable similar to those currently provided by Buyer the FLAG Entities to their similarly situated officers and employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate participation and vesting (but not accrual of benefits) under Buyer Benefit PlansFLAG's employee benefit plans, and for purposes (i) service under any qualified defined benefit plan 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 XXXXX BANK shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar under FLAG's defined 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 if any, (ii) apply for purposes of service under any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) 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 plans of the resolutions, 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 XXXXX BANK shall be considered in good faith)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 Closing DateEffective Time, Seller 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 substituted for a XXXXX BANK welfare benefit plan to waive any evidence of insurability or similar provision, to provide Buyer credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the final documentation evidencing that then current plan year for each such substituted employee welfare benefit plans. FLAG also shall cause the 401(k) Plans have been terminated. (c) Upon request by Buyer Surviving Bank and its Subsidiaries to honor in writing prior to the Closing Dateaccordance with their terms all employment, the Seller Entities shall cooperate in good faith with Buyer prior to the Closing Date to amendseverance, freeze, terminate or modify any other Seller Benefit Plan to the extent and in the manner determined by Buyer effective upon 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 consulting and other documents prepared compensation Contracts disclosed in Section 8.13 of XXXXX BANK Disclosure Memorandum to effectuate the actions contemplated by this Section 7.8(c), as applicable, FLAG between any XXXXX BANK Entity 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), including any current or former employeedirector, officer, director or consultant of Seller employee thereof, and all provisions for vested benefits or any of its Subsidiaries other vested amounts earned or Affiliates, any rights, remedies, obligations, or liabilities accrued through the Effective Time under or by reason of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Seller XXXXX BANK 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 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 causePlans. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a the period of one year following the Effective Time, except as contemplated by this Agreement, any Buyer Entity shall provide generally to employees who are actively employed by a Seller Entity beginning on the Closing Date and ending on June 30, 2018 (“Covered Employees”) while or such shorter period of employment, as the case may be), each employee of Delanco who remains employed by such Buyer the Surviving Corporation or any First Bank Entity following after the Closing Date employee (each, a “Covered Employee”) shall receive (i) an annual rate of salary or wages that is no less favorable than the annual rate of salary or wages provided to such Covered Employee by Delanco as of immediately prior to the Closing and (ii) benefits under Buyer Benefit Plans(excluding equity and other long-term incentive awards but including annual cash bonus opportunities, on terms and conditions which are, if applicable) that are substantially comparable in the aggregate, substantially comparable aggregate to those the benefits provided by Buyer Entities to their similarly situated employeesemployees of First Bank; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until until such time as Buyer First Bank shall cause the Covered Employees to participate in the applicable Buyer Benefit PlansFirst Bank employee benefit plans, the continued participation of the Covered Employees in the Seller Delanco Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans First Bank’s employee benefit plans may commence at different times with respect to each of Buyer Benefit PlansFirst Bank’s employee benefit plans). . (b) For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and for purposes of determining a Covered Employee’s entitlement eligibility to paid time off participate and vesting under the applicable Buyer EntityFirst Bank’s paid time off programemployee benefit plans (other than any defined benefit pension plan, post-employment health or welfare plan, or equity incentive plan), the service of the a Covered Employees Employee with a Seller Delanco Entity prior to the Effective Time shall be treated as service with a Buyer First Bank Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Delanco Entities for purposes of under a similar benefit plancorresponding Delanco Benefit Plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program program, policy, agreement or arrangement (x) under which similarly-situated employees of Buyer First Bank Entities do not receive credit for prior service, service or (y) that is grandfathered or frozen, either with respect to level of benefits or participation, . In no event shall any Covered Employee be eligible to participate in any closed or (z) for purposes frozen plan of retiree medical benefits or level of benefits under a defined benefit pension planany First Bank Entity. (bc) Prior If requested by First Bank in a writing delivered to Delanco following the date hereof and at least three Business Days prior to the Closing Date, the Seller Delanco Entities shall take all necessary action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of no later than the day before the Closing Date, any Seller Delanco Benefit Plan that is intended to constitute a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code Section 401(k) (a “401(k) Plan”). Seller Delanco shall provide Buyer First Bank with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans in advance and give Buyer First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller Delanco shall provide Buyer First Bank with the final documentation evidencing that the 401(k) Plans have been terminated. (cd) Upon request by Buyer First Bank in writing prior to the Closing Date, the Seller Delanco Entities shall cooperate in good faith with Buyer First Bank prior to the Closing Date to amend, freeze, terminate or modify any other Seller Delanco Benefit Plan to the extent and in the manner determined by Buyer First Bank effective upon the Closing Date (or at such different time mutually agreed to by the Partiesparties) and consistent with applicable Law. Seller Delanco shall provide Buyer 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(c7.8(d), as applicable, and give Seller First Bank a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller Delanco shall provide Buyer First Bank with the final documentation evidencing that the actions contemplated herein have been effectuated. (de) Without limiting the generality of Section 10.4, nothing in the provisions of this Section 7.8, expressed or implied, is intended to confer upon any Person (other than 7.8 are solely for the benefit of the Parties or their respective successors)to this Agreement, including any current or former and no employee, officerany dependent or beneficiary thereof, director or consultant of Seller or any of its Subsidiaries or Affiliates, other individual associated therewith shall be regarded for any rights, remedies, obligations, or liabilities under or by reason purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Seller Delanco Benefit Plan or any “employee benefit plan” as defined in Section 3(3) of ERISA, or any other benefit plan, program, policy, agreement or arrangement maintained or sponsored by BuyerFirst Bank, Seller Delanco or any of their respective Affiliates; (ii) alter or limit the ability of any First Bank Entity (including, after the Surviving CorporationClosing Date, Buyer or any of their Subsidiaries or Affiliates the Delanco Entities) to amend, modify or terminate any Seller Delanco Benefit Plan, employment agreement Plan or any other employee benefit or employment plan, program, policy, agreement or arrangement after the Closing Date; or (iii) confer upon any current or former employee, officer, director employee or consultant of Seller or any of its Subsidiaries or Affiliates, other service provider any right to employment or continued employment or continued service with Buyer or any Buyer SubsidiariesFirst Bank Entity (including, following the Closing Date, the Surviving Corporation or the Seller Delanco Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, SellerDelanco, Buyer First Bank or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, officer, director employee or consultant of Seller or any of its Subsidiaries or Affiliates other service provider at any time for any reason whatsoever, with or without cause. (ef) On Delanco’s employee stock ownership plan (the Closing Date“Delanco ESOP”) shall be terminated no later than three Business Days prior to the Effective Time. Upon termination of the Delanco ESOP, Seller Delanco shall provide Buyer with direct the Delanco ESOP trustee(s) to remit a list sufficient number of employees who have suffered an “employment loss” shares of Delanco Common Stock held in the Delanco ESOP’s Loan Suspense Account (as defined in Section 2.01(z) of the WARN ActDelanco ESOP) to Delanco or any other lender (as applicable) to repay the full outstanding balance of the Delanco ESOP acquisition loan(s). All remaining shares of Delanco Common Stock held by the Delanco ESOP as of the Effective Time shall be converted into the right to receive the Merger Consideration and allocated in accordance with Section 5.09 of the 90 days preceding Delanco ESOP. (g) Employees of Delanco as of 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 the Agreement who remain employed by Delanco as of the Effective Time and whose employment loss is terminated by First Bank or reduction Delanco Bank (absent termination for cause) within the time period set forth in hours, employing entity and facility locationSection 7.8(g) of First Bank’s Disclosure Memorandum shall receive severance pay equal to the amounts set forth in Section 7.8(g) of First Bank’s Disclosure Memorandum.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except SBC shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as contemplated by this Agreement, any Buyer Entity shall provide generally to employees a group) who are actively employed by a Seller Entity full-time active employees of Professional and/or its subsidiaries on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date that provide employee benefits under Buyer Benefit Plans, on terms and conditions which arecompensation opportunities which, in the aggregate, are substantially comparable to those provided by Buyer Entities the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to their similarly situated employeesemployees 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 Buyer Entityretention arrangements or equity compensation when determining whether employee benefits are substantially comparable. Until such time as Buyer SBC shall cause give the Covered Employees full credit for their prior service with Professional and its Subsidiaries (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC. (b) With respect to any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, SBC or its applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans 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 deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times waived with respect to each of Buyer such Covered Employee to the extent such condition was or would have been covered under the Professional Benefit Plans). For purposes of determining eligibility Plan in which such Covered Employee participated immediately prior to participate and vesting under Buyer Benefit Plansthe 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 determining a Covered Employeeany 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, Professional shall take all actions requested by SBC that may be necessary or appropriate to (i) cause Professional’s entitlement 401(k) Plan, and one or more of the Professional Benefits Plans to paid time off 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 Buyer Entity’s paid 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 off programfollowing the Closing Date, and the service continued retention (or termination) by SBC or any of the its Subsidiaries of any Covered Employees with a Seller Entity prior Employee subsequent to the Effective Time shall be treated as service with a Buyer Entity participating subject in such Buyer Benefit Plansall events to SBC’s or its applicable Subsidiary’s normal and customary employment procedures and practices, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior to the Closing Date, the Seller Entities shall take all necessary action (including without limitation the adoption of resolutions customary background screening 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 resolutions, 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)evaluation procedures, and prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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, satisfactory 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 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 causeperformance. (e) On If, within six (6) months after the Closing DateEffective Time, Seller 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 result of death, disability or unsatisfactory job performance, then SBC shall provide Buyer with a list of employees who have suffered pay severance to such Covered Employee in an “employment loss” (amount as defined set forth 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.severance policies set forth in

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this AgreementFLAG shall either (i) continue to provide to officers and employees of the HOGANSVILLE Entities employee benefits under HOGANSVILLE's existing employee benefit and welfare plans or, any Buyer Entity (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 who are actively employed by a Seller Entity on of the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date HOGANSVILLE Entities employee benefits under Buyer Benefit Plansemployee benefit and welfare plans, on terms and conditions which are, in the aggregate, when taken as a whole are substantially comparable similar to those currently provided by Buyer the FLAG Entities to their similarly situated officers and employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate participation and vesting (but not accrual of benefits) under Buyer Benefit PlansFLAG's employee benefit plans, and for purposes (i) service under any qualified defined benefit plan 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 HOGANSVILLE shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar under FLAG's defined 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 if any, (ii) apply for purposes of service under any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) 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 plans of HOGANSVILLE shall be treated as service under Internal Revenue Code Section 401(kFLAG's qualified defined contribution plans, and (iii) (a “401(k) Plan”)service under any other employee benefit plans of HOGANSVILLE shall be treated as service under any similar employee benefit plans maintained by FLAG. Seller shall provide Buyer with a copy With respect to officers and employees of the resolutionsHOGANSVILLE Entities who, plan amendmentsat or after the Effective Time, notices become employees of a FLAG Entity 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)who, and immediately prior to the Closing DateEffective Time, Seller 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 substituted for a HOGANSVILLE welfare benefit plan to waive any evidence of insurability or similar provision, to provide Buyer credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the final documentation evidencing that then current plan year for each such substituted employee welfare benefit plans. FLAG also shall cause the 401(k) Plans have been terminated. (c) Upon request by Buyer Surviving Bank and its Subsidiaries to honor in writing prior to the Closing Dateaccordance with their terms all employment, the Seller Entities shall cooperate severance, consulting and other compensation Contracts disclosed 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 upon 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 Section 8.13 of the resolutions, plan amendments, notices HOGANSVILLE Disclosure Memorandum to FLAG between any HOGANSVILLE Entity 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), including any current or former employeedirector, officer, director or consultant of Seller employee thereof, and all provisions for vested benefits or any of its Subsidiaries other vested amounts earned or Affiliates, any rights, remedies, obligations, or liabilities accrued through the Effective Time under or by reason of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Seller HOGANSVILLE 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 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 causePlans. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity NBC shall provide generally to all persons who were, immediately prior to the Effective Time, employees of Enterprise or any Enterprise Company and who are actively employed by at or after the Effective Time become employees of a Seller Entity on the Closing Date subsidiary of NBC (“Covered Continuing Employees”) while employed by such Buyer Entity following the Closing Date ), employee benefits under Buyer Benefit Plansemployee 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 are, in the aggregate, when taken as a whole are substantially comparable similar to those currently provided by Buyer Entities NBC and its subsidiaries to their similarly situated officers and employees; provided, however, that in no event shall any Covered Employee be eligible to employees of the Enterprise Companies will not participate in any closed or frozen defined benefit plan of any Buyer Entity. Until such time as Buyer shall cause NBC or the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation ESOP of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause NBC (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Planswhich plans have been frozen). For purposes of determining eligibility to participate participation and vesting (but not accrual of benefits) under Buyer Benefit Planssuch employee benefit plans, and for purposes (i) service under any qualified defined contribution plans 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 Enterprise shall be treated as service with a Buyer Entity participating in under NBC’s qualified defined contribution plans, and (ii) service under any other employee benefit plans of Enterprise shall be treated as service under any similar employee benefit plans maintained by NBC. NBC shall cause the NBC welfare benefit plans that cover the Continuing Employees after the Effective Time to (i) conform to HIPPA, and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under Enterprise’s welfare benefit plans to be credited to such Buyer Benefit PlansContinuing Employees under the NBC welfare benefit plans, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the NBC welfare benefit plans, to the same extent that such service was formally recognized information is furnished by the Seller Entities for purposes insurance company. The benefits provided to Continuing Employees under the employee benefit plans of a similar benefit plan; provided, Enterprise as of the Effective Date will not be reduced during the period between the Effective Date and the date that such recognition employees become covered under the benefit plans of service NBC and its Subsidiaries. . NBC also shall not (i) operate cause Enterprise and its Subsidiaries to duplicate honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 8.8 of the Disclosure Memorandum to NBC between any benefits of a Covered Employee with respect to the same period of service Enterprise Company and any current or (ii) apply former director, officer, or employee thereof, and all provisions for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of vested benefits or participation, other vested amounts earned or (z) accrued through the Effective Time under the Enterprise Benefit Plans. NBC shall be responsible for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior the fees related 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 resolutions, 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 prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminatedEnterprise Benefit Plans. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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 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) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except SBC shall maintain or cause to be maintained employee benefit plans and compensation opportunities for the benefit of employees (as contemplated by this Agreement, any Buyer Entity shall provide generally to employees a group) who are actively employed by a Seller Entity full-time active employees of Apollo and/or its subsidiaries on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date that provide employee benefits under Buyer Benefit Plans, on terms and conditions which arecompensation opportunities which, in the aggregate, are substantially comparable to those provided by Buyer Entities the employee benefits and compensation opportunities that are made available on a uniform and non-discriminatory basis to their similarly situated employeesemployees 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 Buyer Entityretention arrangements or equity compensation when determining whether employee benefits are substantially comparable. Until such time as Buyer SBC shall cause give the Covered Employees full credit for their prior service with Apollo and its Subsidiaries (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare benefit plans, vacation plans and similar arrangements maintained by SBC. (b) With respect to any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, SBC or its applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans 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 deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times waived with respect to each of Buyer such Covered Employee to the extent such condition was or would have been covered under the Benefit Plans). For purposes of determining eligibility Plan in which such Covered Employee participated immediately prior to participate and vesting under Buyer Benefit Plansthe 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 determining a Covered Employeeany 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, Apollo shall take all actions requested by SBC that may be necessary or appropriate to (i) cause Apollo’s entitlement 401(k) Plan and such other Apollo Benefit Plans as specified no later than thirty (30) days prior to paid the Effective Time (or such earlier time off 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 Buyer Entity’s paid 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 off programfollowing the Closing Date, and the service continued retention (or termination) by SBC or any of the its Subsidiaries of any Covered Employees with a Seller Entity prior Employee subsequent to the Effective Time shall be treated as service with a Buyer Entity participating subject in such Buyer Benefit Plansall events to SBC’s or its applicable Subsidiary’s normal and customary employment procedures and practices, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior to the Closing Date, the Seller Entities shall take all necessary action (including without limitation the adoption of resolutions customary background screening 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 resolutions, 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)evaluation procedures, and prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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, satisfactory 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 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 causeperformance. (e) On 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 result of death, disability or unsatisfactory job performance, then SBC shall pay severance to such Covered Employee in an amount as set forth in the severance policies set forth in Section 4.14(e)(i) of the 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 Date, Seller Apollo shall provide Buyer with a list make the payments set forth on Section 4.14(f) 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 locationCompany Disclosure Letter.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity Simmons shall provide generally to officers and employees (as a group) who are actively employed by a Seller Southwest Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity Simmons following the Closing Date employee benefits under Buyer Employee Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable Plans offered to those provided by Buyer Entities to their similarly situated employeesemployees of Simmons, including severance benefits in accordance with the applicable severance policy of Simmons (other than to any Covered Employee who is party to individual agreements or letters that entitle such person to different severance or termination benefits); provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Simmons Entity. Until such time as Buyer Simmons shall cause the Covered Employees to participate in the applicable Buyer Simmons Employee Benefit Plans, the continued participation of the Covered Employees in the Seller Southwest Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Simmons’ Employee Benefit Plans may commence at different times with respect to each of Buyer Simmons’ Employee Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Simmons’ Employee Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s Simmons’ paid time off program, the service of the Covered Employees with a Seller Southwest Entity prior to the Effective Time shall be treated as service with a Buyer Simmons Entity participating in such Buyer Benefit Plansemployee benefit plans, to the same extent that such service was formally recognized by the Seller Southwest Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-similarly situated employees of Buyer Simmons Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior If requested by Simmons in a writing delivered to Southwest following the date hereof and prior to the Closing Date, the Seller 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 Seller 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”). Seller Southwest shall provide Buyer Simmons with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) Plans in advance and give Buyer Simmons a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller Southwest shall provide Buyer Simmons with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer Simmons in writing prior to the Closing Date, the Seller Southwest Entities shall cooperate in good faith with Buyer Simmons prior to the Closing Date to amend, freeze, terminate or modify any other Seller Southwest Benefit Plan to the extent and in the manner determined by Buyer Simmons effective upon the Closing Date (or at such different time mutually agreed to by the Partiesparties) and consistent with applicable Law. Seller Southwest shall provide Buyer 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 Seller Simmons a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller Southwest shall provide Buyer Simmons with the final documentation evidencing that the actions contemplated herein have been effectuated. (d) Without limiting the generality The provisions of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than 7.8 are solely for the benefit of the Parties or their respective successors)to this Agreement, including any and no Covered Employee, current or former employee, officer, director or consultant of Seller employee or any of its Subsidiaries or Affiliates, other individual associated therewith shall be regarded for any rights, remedies, obligations, or liabilities under or by reason purpose as a third-party beneficiary of this Agreement. In no event shall the terms of this Agreement: (i) establish, amend, or modify any Seller Southwest 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 BuyerSimmons, Seller Southwest or any of their respective Affiliates; (ii) alter or limit the ability of the Surviving Corporation, Buyer Simmons or any of their Simmons Subsidiaries or Affiliates (including, after the Closing Date, the Southwest Entities) to amend, modify or terminate any Seller Southwest 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 Affiliatesconsultant, any right to employment or continued employment or continued service with Buyer Simmons or any Buyer SubsidiariesSimmons Subsidiaries (including, following the Closing Date, the Surviving Corporation or the Seller Southwest Entities), or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, SellerSouthwest, Buyer Simmons or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Seller Southwest or any of its Subsidiaries or Affiliates affiliates at any time for any reason whatsoever, with or without cause. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For All Persons who are employees of SB Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a period “Continuing Employee”) shall, at the Effective Time or the effective time of one year following the Bank Merger, as applicable, become employees of Buyer or Buyer Bank, as applicable. Buyer and Buyer Bank shall honor all SB employment and change of control agreements existing as of the date of this Agreement that have been disclosed to Buyer, regardless of whether the employees with such agreements are Continuing Employees or receive new agreements with Buyer. All of the Continuing Employees shall be employed at will, and no contractual right with respect to employment shall inure to such employees because of this Agreement, except as otherwise contemplated by this Agreement. (b) As of the Effective Time, except each Continuing Employee shall be employed on the same terms and conditions as contemplated by this Agreementsimilarly situated employees of Buyer Bank and eligible to participate in each of Buyer’s applicable Employee Benefit Plans with full credit for prior service with SB solely for purposes of eligibility and vesting. (c) As of the Effective Time, Buyer shall make available employer-provided benefits under Buyer’s applicable Employee Benefit Plans to each Continuing Employee on the same basis as it provides such coverage to Buyer or Buyer Bank employees. With respect to Buyer’s Employee Benefit Plans providing health coverage, Buyer shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar SB Benefit Plan at the Effective Time of the Merger. In addition, if any such transition occurs during the middle of a plan year, Buyer Entity shall provide generally use commercially reasonable efforts to employees who are actively employed cause any such successor an Employee Benefit Plan of Buyer providing health coverage to give credit towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Seller Entity on Continuing Employee respecting his or her participation in the corresponding SB Benefit Plan during that plan year prior to the transition effective date. Notwithstanding the foregoing, and in lieu of the same, Buyer may continue SB’s health and other employee welfare benefit plans for each Continuing Employee as in effect immediately prior to the Effective Time. (d) Upon not less than ten (10) days’ notice prior to the Closing Date (“Covered Employees”) while employed from Buyer to SB, SB shall cause the termination, amendment, or other appropriate modification of each SB Benefit Plan as specified by Buyer in such Buyer notice such that no SB Entity following the Closing Date employee benefits under Buyer shall sponsor or otherwise have any further Liability thereunder in connection with such applicable SB Benefit Plans, on terms and conditions effective as of the date which areimmediately proceeds the Closing Date. Upon such action, participants in the aggregatesuch applicable SB Benefit Plans that are described in ERISA Section 3(2) shall be 100% vested in their account balances. (e) Any Continuing Employees who are not parties to an employment, substantially comparable to those provided change in control, or other type of agreement that provides for severance or other compensation upon a change in control or upon a separation from service following a change in control, who remain employed by Buyer Entities or any of its Subsidiaries as of the Effective Time, and whose employment is terminated by Buyer or any of its Subsidiaries prior to their similarly situated employeesthe first anniversary of the Effective Time shall receive, subject to such Continuing Employee’s execution and non-revocation of a general release of claims in a form satisfactory to Buyer, the following severance benefits: two (2) weeks of base salary for each twelve (12) months of such Continuing Employee’s prior employment with SB or any SB Subsidiary; provided, however, that in no event shall will the total amount of severance for any Covered single Continuing Employee be eligible less than four (4) weeks of such base salary or greater than twenty-six (26) weeks of such base salary. (f) No officer, employee, or other Person (other than the Parties to participate this Agreement) shall be deemed a third party or other beneficiary of this Section 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 any closed connection with this Agreement, except as set forth in Section 7.12. No provision of this Agreement constitutes or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer constitute, an Employee 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 PlansPlan or other arrangement, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off program, the service of the Covered Employees with a Seller Entity prior to the Effective Time shall be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes an amendment of any plan, program Employee Benefit Plan or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participationother arrangement, or (z) for purposes any provision of retiree medical benefits any Employee Benefit Plan or level of benefits under a defined benefit pension planother arrangement. (bg) Prior to the Closing Date, the Seller Entities SB shall take all necessary appropriate action (including without limitation the adoption of resolutions and plan amendments and the delivery of to terminate any required notices) to terminate, effective as of no later than the day before the Closing Date, any Seller SB Benefit Plan that is intended which provides for a “cash or deferred arrangement” pursuant to constitute a tax-qualified defined contribution plan under Internal Revenue Code Section 401(k) (each, a “401(k) Plan”). Seller shall provide Buyer with a copy of the resolutions, 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 prior to the Closing Date; provided, Seller shall provide however, that Buyer agrees that nothing in this Section 7.9 will require SB to cause the final dissolution and liquidation of, or to amend (other than as may be required to maintain such plan’s compliance with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing Code, ERISA, or other applicable Law), said plan prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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 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) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreementbut in no event earlier than the consolidation of FCC's depository institution Subsidiaries with Regions' depository institution Subsidiaries, any Buyer Entity Regions shall provide generally to officers and employees of the FCC Companies, who are actively employed by at or after the Effective Time become employees of a Seller Entity on Regions Company (the Closing Date (“Covered "Continuing Employees”) while employed by such Buyer Entity following the Closing Date "), employee benefits under Buyer Benefit Plans, employee benefit plans on terms and conditions which are, in the aggregate, when taken as a whole are substantially comparable similar to those currently provided by Buyer Entities the Regions Companies to their similarly situated officers and employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate participation and vesting (but not accrual of benefits) under Buyer Benefit Planssuch employee benefit plans, (i) service under any qualified 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 purposes of determining a Covered Employee’s entitlement preexisting conditions or insurability, and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under FCC's welfare benefit plans to paid time off be credited to such Continuing Employees under the applicable Buyer Entity’s paid time off programRegions welfare benefit plans, so as to reduce the service amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the Regions welfare benefit plans. The continued coverage of the Covered Continuing Employees with a Seller Entity 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 treated as service deemed to provide the Continuing Employees with a Buyer Entity participating in such Buyer Benefit Plans, benefits that are no less favorable than those offered to the same extent that such service was formally recognized by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated other employees of Buyer Entities do not receive credit for prior serviceRegions and its Subsidiaries, provided that after the Effective Time there is no Material reduction (ydetermined on an overall basis) that is grandfathered or frozenin the benefits provided under the FCC employee benefit plans. Except as expressly provided in the Supplemental Letter, either with respect Regions also shall cause FCC and its Subsidiaries to level of benefits or participationhonor all employment, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior to the Closing Dateseverance, the Seller Entities shall take all necessary action (including without limitation the adoption of resolutions consulting, 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 other compensation Contracts disclosed in Section 401(k) (a “401(k) Plan”). Seller shall provide Buyer with a copy 8.14 of the resolutions, plan amendments, notices FCC Disclosure Memorandum to Regions between any FCC Company 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 prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), including any current or former employeedirector, officer, director or consultant of Seller or any of its Subsidiaries or Affiliatesemployee thereof, 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 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 and all provisions of the Surviving Corporation, Buyer or any of their Subsidiaries or Affiliates FCC Benefit Plans. To the extent that Regions has agreed 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 Surviving Corporation cause FCC 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) On the Closing Date, Seller shall provide Buyer 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.appropriate FCC

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity Purchaser shall provide generally to officers and employees of the Target Entities who are actively employed by a Seller Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date continue employment with Purchaser or any of its Subsidiaries employee benefits under Buyer Benefit Plansbenefits, including compensation, on terms and conditions which arewhich, in the aggregatewhen taken as a whole, are substantially comparable similar to those then currently provided by Buyer Entities Purchaser to their its other similarly situated officers and employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of benefit accrual (but only for purposes of determining benefits accruing under payroll practices such as vacation policy or under fringe benefit programs that do not rise to the level of a “plan” within the meaning of Section 3(3) of ERISA) and for purposes of determining eligibility to participate and vesting determinations in connection with the provision of any such employee benefits generally, service with the Target Entities prior to the Effective Date shall be counted. All accrued balances in Target’s Short Term Disability Bank as of December 31, 2012 shall transfer and otherwise be made available to each eligible employee of Target pursuant to the terms of Purchaser’s Long-Term Sick Pay policies then in effect, provided that upon a termination of employment, any such eligible employee shall be entitled to receive at least his or her accrued balance under Buyer Benefit PlansTarget’s Short Term Disability Bank as of December 31, 2012, to the extent not used under Purchaser’s Long-Term Sick Pay policies. All 2013 accrued and for purposes of determining a Covered Employee’s entitlement to unused paid time off under the applicable Buyer Entitybalances of Target’s paid time off program, the service employees as of the Covered Employees with Effective Time shall transfer to Purchaser’s Vacation Pay and Personal Pay policies and their applicable accrual schedules then in effect on a Seller pro-rata basis. If Purchaser shall terminate any “group health plan,” within the meaning of Section 4980B(g)(2) of the Internal Revenue Code, in which one or more employees of a Target Entity participated immediately prior to the Effective Time (a “Company Health Plan”), Purchaser shall be treated as service with a Buyer Entity participating cause any successor group health plan to waive any underwriting requirements; to give credit for any such employee’s participation in such Buyer Benefit Plans, the Company Health Plan prior to the same extent that such service was formally recognized by the Seller Entities Effective Time for purposes of applying any waiting period and/or pre-existing condition limitations set forth therein; and, if such transition occurs during the middle of the plan year for such a similar benefit plan; providedCompany Health Plan, to give credit towards satisfaction of any annual deductible limitation and out-of pocket maximum applied under such successor group health plan for any deductible amounts and co-payments previously paid by any such employee respecting his or her participation in that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect Company Health Plan during that plan year prior to the same period of service or (ii) apply Effective Time. Purchaser also shall be considered a successor employer for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for and shall provide to “qualified beneficiaries,” determined immediately prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) Prior to the Closing DateEffective Time, under any Target Plan appropriate “continuation coverage” (as those terms are defined in Section 4980B of the Internal Revenue Code) following the Effective Time under either the Target Plan or any successor group health plan maintained by Purchaser. At the request of Purchaser, the Seller Target Entities shall will take all necessary appropriate action (including without limitation the adoption of resolutions and plan amendments and the delivery of any required notices) to terminate, effective as of no later than prior to the day before Effective Time, the Closing Date, Target’s Directors Deferred Compensation Plan and any Seller Benefit Plan retirement plan maintained by the Target Entities that is intended to constitute a tax-be qualified defined contribution plan under Section 401(a) of the Internal Revenue Code Section 401(k) (a “401(k) Plan”). Seller shall provide Buyer with a copy of the resolutions, 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 prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminatedCode. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting the generality of Section 10.4, nothing in this Section 7.8, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors), 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 the terms of this Agreement: (i) 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 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) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period All persons who are employees of one year following Seller or the Bank immediately prior to the Effective Time and whose employment is not specifically terminated at or prior to the Effective Time (collectively, the “Continuing Employees”) shall, at the Effective Time, except as contemplated by this Agreement, any become employees of Buyer Entity shall provide generally to employees who are actively employed by a Seller Entity on the Closing Date (“Covered Employees”) while employed by such Buyer Entity following the Closing Date employee benefits under Buyer Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer Entities to their similarly situated employeesor one of its subsidiaries; provided, however, that in no event shall any Covered of the employees of Seller become officers of Buyer, or acquire any power or duty conferred upon such an officer, in connection with the Merger until duly elected or appointed to such position by the board of directors of Buyer and in accordance with the bylaws of Buyer following the Effective Time. The Continuing Employees shall be employed at the will of Buyer or 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, each Continuing Employee shall be eligible to participate in any closed Buyer’s employee benefit plans with full credit for prior service with Seller or frozen plan of any Buyer Entity. Until such time as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in the Seller Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Benefit Plans may commence at different times with respect to each of Buyer Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Benefit Plans, and Bank for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s paid time off programeligibility, the service benefit levels and vesting. (c) As of the Covered Employees with Effective Time, Buyer shall make available employer-provided health and other employee welfare benefit plans to each Continuing Employee and their covered dependents on the same basis as it provides such coverage to Buyer employees and their covered dependents except that any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees shall not apply to a Continuing Employee or their covered dependents who were covered under a similar plan of Seller Entity 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 be treated as service with a Buyer Entity participating in such Buyer Benefit Plans, to receive credit for any co-payment and deductibles paid under Seller’s or the same extent that such service was formally recognized by the Seller Entities Bank’s health plan for purposes of a similar benefit satisfying any applicable deductible or out-of-pocket requirements under Buyer’s health plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) 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 resolutions, 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 prior to the Closing Date, Seller shall provide Buyer with the final documentation evidencing that the 401(k) Plans have been terminated. (c) Upon request by Buyer in writing prior to the 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 upon 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) Without limiting Buyer or one of its subsidiaries shall honor any and all vacation or sick leave accrued by employees of Seller and the generality Bank. Following the Effective Time, Buyer shall or shall cause Bank to honor the Seller Entities’ incentive compensation plans for Continuing Employees for the year ending December 31, 2007. Thereafter, Continuing Employees shall be eligible to participate in incentive compensation plans of Buyer Entities on the same basis as similarly situated employees of Buyer Entities. (e) Buyer shall provide severance and outplacement services to any employees of Seller or the Bank that are terminated in connection with the Merger (prior to or within a year of the Effective Time), in accordance with Buyer’s policies and practices. If any employee of Seller or Bank is terminated in connection with the Merger prior to the close of business on December 31, 2007, Buyer shall provide to such employee, in addition to such severance, an amount equal to the matching contribution (determined at the 2006 matching rate) with respect to Seller’s defined contribution plan and 2007 incentive compensation payment that such employee would otherwise have been entitled to receive had such employee remained employed through December 31, 2007. (f) In order to induce certain employees to remain as employees of Seller or the Bank through the Effective Time or for specified periods after the Effective Time, with the consent of Buyer not to be unreasonably withheld, Seller shall have the right to pay retention bonuses to employees of Seller in amounts not to exceed in the aggregate the amount set forth on Section 10.47.9(f) of the Seller Disclosure Memorandum. (g) Simultaneously herewith, nothing Jxxx X. Xxxxxxx, Xx. shall have entered into an employment agreement with Buyer (the “Employment Agreement”). The Employment Agreement shall become effective only upon the consummation of the Merger at the Effective Time. (h) Seller shall use its reasonable best efforts to cause each of Seller’s directors to execute and deliver an agreement dated as of the date hereof in the form of Exhibit A pursuant to which he or she will vote his or her shares of Seller Common Stock in favor of this Section 7.8Agreement and the transactions contemplated hereby and a director agreement in the form of Exhibit D. (i) No officer, expressed employee, or implied, is intended to confer upon any other Person (other than the corporate Parties to this Agreement) shall be deemed a third party or their respective successors), 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 other beneficiary of this Agreement. In , and no event such Person shall the terms have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement: (i) establish, amend, or modify any Seller Benefit Plan or any “employee benefit plan” except as defined set forth 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 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 cause7.12. (e) On the Closing Date, Seller shall provide Buyer 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.

Employee Benefits and Contracts. (a) For a period of one year following the Effective Time, except as contemplated by this Agreement, any Buyer Entity Xxxxx shall, or shall cause the Surviving Corporation to, provide generally to employees who are actively employed by a Seller FSB Entity on the Closing Date (“Covered Employees”) while employed by such Buyer a Xxxxx Entity following the Closing Date employee benefits under Buyer Xxxxx Benefit Plans, on terms and conditions which are, in the aggregate, substantially comparable to those provided by Buyer Xxxxx Entities to their similarly situated employees; provided, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of any Buyer Xxxxx Entity. Until such time as Buyer Xxxxx shall cause the Covered Employees to participate in the applicable Buyer Xxxxx Benefit Plans, the continued participation of the Covered Employees in the Seller FSB Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Buyer Xxxxx Benefit Plans may commence at different times with respect to each of Buyer Xxxxx Benefit Plans). For purposes of determining eligibility to participate and vesting under Buyer Xxxxx Benefit Plans, and for purposes of determining a Covered Employee’s entitlement to paid time off under the applicable Buyer Entity’s Xxxxx’x paid time off program, the service of the Covered Employees with a Seller FSB Entity prior to the Effective Time shall be treated as service with a Buyer Xxxxx Entity participating in such Buyer Xxxxx Benefit Plans, to the same extent that such service was formally recognized by the Seller FSB Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Xxxxx Entities do not receive credit for prior service, or (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. For the avoidance of doubt, Xxxxx’x obligations under this Section 7.8(a) with respect to any particular Covered Employee shall end upon the Covered Employee’s termination of employment for any reason. (b) Prior From and after the Effective Time, without limiting the generality of Section 7.8(a), with respect to each Covered Employee (and their beneficiaries) Xxxxx shall use commercially reasonable efforts to cause each life, disability, medical, dental or health plan of Xxxxx or its Subsidiaries in which each such Covered Employee becomes eligible to participate (to the Closing Dateextent permitted by the applicable carrier) to (i) waive any preexisting condition limitations to the extent such conditions were covered under the applicable life, disability, medical, dental or health plans of the Seller FSB Entities, (ii) provide credit under medical, dental and health plans for any deductibles, co-payment and out-of-pocket expenses incurred by the Covered Employees (and their beneficiaries) under analogous plans of the FSB Entities prior to the Effective Time during the portion of the applicable plan year prior to participation, and (iii) waive any waiting period limitation, actively-at-work requirement or evidence of insurability requirement that would otherwise be applicable to such Covered Employees and their beneficiaries on or after the Effective Time to the extent such employee or beneficiary had satisfied any similar limitation or requirement under an analogous plan prior to the Effective Time. Unless a Covered Employee terminates coverage (or causes coverage to terminate) under a FSB health plan prior to the time such Covered Employee becomes eligible to participate in 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 Seller 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. Seller FSB shall provide Buyer Xxxxx with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) such FSB Benefit Plans in advance and give Buyer Xxxxx a reasonable opportunity to comment on such documents (which comments shall be considered in good faith), and prior to the Closing Date, Seller FSB shall provide Buyer Xxxxx with the final documentation evidencing that the 401(k) Plans applicable plans have been terminated. In the event that the FSB Savings Plan is terminated pursuant to this Section 7.8(d), Xxxxx shall use commercially reasonable efforts to accept rollovers of participant accounts from the FSB Savings Plan, subject to the terms of the 401(k) Plan(s) sponsored by the Xxxxx Entities; provided, that in no event shall the 401(k) Plan(s) sponsored by the Xxxxx Entities be required to accept shares of Xxxxx stock, after tax employee amounts, Xxxx amounts or participant loans. Xxxxx shall adopt any resolutions and amendments reasonably necessary to ensure that for the purposes of determining eligibility and vesting under the Xxxxx 401(k) Plan, the service of the Covered Employees with a FSB Entity prior to the Effective Time shall be treated as service with a Xxxxx Entity. (ce) Upon request If requested by Buyer Xxxxx in a writing delivered to FSB following the date hereof and prior to the Closing Date, the Seller FSB Entities shall cooperate in good faith with Buyer Xxxxx prior to the Closing Date to amend, freeze, terminate or modify any other Seller FSB Benefit Plan to the extent and in the manner determined by Buyer Xxxxx effective upon the Closing Date (or at such different time mutually agreed to by the Partiesparties) and consistent with applicable Law. Seller FSB shall provide Buyer Xxxxx with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the actions contemplated by this Section 7.8(c7.8(e), as applicable55 (f) To the extent any payments or benefits made with respect to, and give Seller or which could arise as a reasonable opportunity to comment on such documents result of, this Agreement or the transactions contemplated hereby (which comments shall be considered either alone or in good faithcombination with any other event), and could be characterized as an “excess parachute payment” within the meaning of Section 280G(b)(1) of the Internal Revenue Code, FSB shall, prior to the Closing Date, Seller shall provide Buyer cooperate in good faith with Xxxxx to effect reasonable measures to minimize any such payments or benefits from being characterized as “excess parachute payments” within the final documentation evidencing that meaning of Section 280G(b)(1) of the actions contemplated herein have been effectuatedInternal Revenue Code. (dg) Without limiting the generality of Section 10.4, nothing in this Section 7.8Agreement, expressed or implied, is intended to confer upon any Person (other than the Parties or their respective successors)Person, including any current or former employee, officer, director or consultant of Seller FSB or any of its Subsidiaries or Affiliatesaffiliates, 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 Seller 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 BuyerXxxxx, Seller FSB or any of their respective Affiliates; (ii) alter or limit the ability of the Surviving Corporation, Buyer Xxxxx or any of their Subsidiaries or Affiliates affiliates to amend, modify or terminate any Seller FSB Benefit Plan, employment agreement or any other benefit or employment plan, program, agreement or arrangement after the Closing DateDate in accordance with the terms of such FSB Benefit Plan; or (iii) confer upon any current or former employee, officer, director or consultant of Seller FSB or any of its Subsidiaries or Affiliatesaffiliates, any right to employment or continued employment or continued service with Buyer Xxxxx or any Buyer Xxxxx Subsidiaries, the Surviving Corporation or the Seller FSB Entities, or constitute or create an employment agreement with any employee, or interfere with or restrict in any way the rights of the Surviving Corporation, SellerFSB, Buyer Xxxxx or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Seller FSB or any of its Subsidiaries or Affiliates affiliates at any time for any reason whatsoever, with or without cause. (eh) On the Closing Date, Seller FSB shall provide Buyer Xxxxx 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.

Employee Benefits and Contracts. (a) For a period of one year following Following the Effective Time, except as contemplated by this Agreement, any Buyer Entity West at its election shall either (i) provide generally to officers and employees of Raindance, who are actively employed by a Seller Entity on at or after the Closing Date Effective Time remain employees of the Surviving Corporation (“Covered Continuing Employees”) while employed by such Buyer Entity following the Closing Date ), employee benefits under Buyer Benefit PlansPlans maintained by West, on terms and conditions which are, in are substantially the aggregate, substantially comparable to those provided by Buyer Entities to their same as for similarly situated employeesofficers 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 in no event shall any Covered Continuing Employee be eligible to participate in any closed or frozen plan who was deemed by Raindance as a full-time employee of any Buyer Entity. Until such time Raindance as Buyer shall cause the Covered Employees to participate in the applicable Buyer Benefit Plans, the continued participation of the Covered Employees in Effective Time and who is terminated by West within one year following the Seller Benefit Plans Effective Time shall be deemed entitled to satisfy the foregoing provisions severance payments set forth in Section 4.11(a) 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)Raindance’s Disclosure Letter. For purposes of determining eligibility this Section 4.11, Benefit Plans maintained by West are deemed to participate and vesting under Buyer include Benefit Plans, and for purposes Plans maintained by its Subsidiaries. As 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 immediately prior to the Effective Time Time, 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 any of its predecessors shall be treated as service with a Buyer Entity participating in such Buyer West. West shall cause welfare Benefit Plans, Plans maintained by West that cover the Continuing Employees after the Effective Time to the same extent (A) waive any waiting period and restrictions and limitations for preexisting conditions or insurability (except for pre-existing conditions that such service was formally recognized were excluded under welfare Benefit Plans maintained by the Seller Entities for purposes of a similar benefit plan; provided, that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) apply for purposes of any plan, program or arrangement (x) under which similarly-situated employees of Buyer Entities do not receive credit for prior service, (y) that is grandfathered or frozen, either with respect to level of benefits or participation, or (z) for purposes of retiree medical benefits or level of benefits under a defined benefit pension plan. (b) 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 resolutions, 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 faithRaindance), and prior (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 credited to such Continuing Employees under welfare Benefit Plans maintained by West, so as to reduce the Closing Dateamount of any deductible, Seller shall provide Buyer with co-insurance, or maximum out-of-pocket payments payable by the final documentation evidencing that the 401(k) Continuing Employees under welfare Benefit Plans have been terminatedmaintained by West. (c) Upon request by Buyer West shall, and shall cause the Surviving Corporation to, honor all employment, severance, consulting, and other compensation Contracts disclosed in writing Raindance’s Disclosure Letter or filed as exhibits to its SEC Reports prior to the 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 upon 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 date 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 effectuatedAgreement. (d) Without limiting the generality of Section 10.4, nothing Nothing in this Section 7.84.11 shall be interpreted as preventing West, expressed from and after the Effective Time, from amending, modifying or implied, is intended to confer upon terminating any Person (other than the Parties Benefit Plans maintained by Raindance or their respective successors), including any current or former employee, officer, director or consultant of Seller or any of its Subsidiaries or Affiliates, any rights, remedies, obligationsit, or liabilities under other Contracts, arrangements, commitments or by reason of this Agreement. In no event shall the understandings, in accordance with their terms of this Agreement: (i) 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 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 causeand applicable Law. (e) On the Closing Date, Seller shall provide Buyer 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.