Common use of Employee Benefits and Contracts Clause in Contracts

Employee Benefits and Contracts. Following the Effective Time, NDC ------------------------------- shall provide generally to officers and employees of the Source Entities employee benefits under employee benefit and welfare plans on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NDC Entities to their similarly situated officers and employees. For purposes of participation, vesting and (except in the case of NDC retirement plans) benefit accrual under NDC's employee benefit plans, the service of the employees of the Source Entities prior to the Effective Time shall be treated as service with a NDC Entity participating in such employee benefit plans. NDC also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the Source Disclosure Memorandum to NDC between any Source 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 Source Benefit Plans. If so advised by NDC at least 30 days prior to the Effective Time, Source, on behalf of itself and each Source Entity, shall terminate its participation in the Source Informatics America, PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service to the effect that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the plan.

Employee Benefits and Contracts. Following the Effective Time, NDC ------------------------------- shall provide generally to officers and (a) All employees of Quitman shall be evaluated by Colony for retention or termination prior to Closing. Colony agrees that for a period of twelve (12) months following the Source Entities Closing, any employee benefits under employee benefit of Quitman whose employment is involuntarily terminated by Colony for a reason other than just cause on or after the Closing shall be entitled to receive payment for both accrued vacation time and welfare plans continued payment of salary in effect as of the Closing through the remainder of the one (1) year period after Closing. (b) All employees of Quitman who continue as employees of Colony after the Merger shall (i) continue their employment and regular salary in effect on terms the Closing Date until the earlier to occur of their voluntary termination of employment and conditions which when taken as a whole are substantially similar the date twelve (12) months after the Closing; (ii) receive service credit for employment at Quitman prior to those currently provided by the NDC Entities to their similarly situated officers and employees. For Closing for purposes of participationmeeting all the eligibility requirements and all vesting requirements for all Colony benefit programs with such employees shall become eligible to participate in on or after the Closing including, vesting but not limited to, health, retirement, vacation and disability plans; (except in iii) receive service credit for employment at Quitman prior to the case Closing for purposes of NDC retirement plans) benefit accrual under NDC's employee all Colony benefit programs, other than Colony retirement plans, the service including, but not limited to, accrual of the vacation pay and sick leave; and (iv) be subject to Colony's employment policies. No such employees or dependents of the Source Entities prior to the Effective Time such employees shall be treated as service with a NDC Entity participating in such employee benefit plans. NDC subject to any uninsured waiting periods or pre-existing condition exclusions under any plan of Colony or its subsidiaries. (c) Colony also shall, and shall cause the Surviving Corporation and its Subsidiaries to to, honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 8.14 of the Source Quitman Disclosure Memorandum to NDC between any Source Quitman 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 Source Quitman Benefit Plans. If so advised by NDC at least 30 days prior to the Effective Time, Source, on behalf of itself and each Source Entity, shall terminate its participation in the Source Informatics America, PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service to the effect that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the plan.

Employee Benefits and Contracts. (a) Following the Effective Time, NDC ------------------------------- LSB shall provide generally to officers and employees of the Source Entities ONSB Companies who at or after the Effective Time become employees of a LSB Company (other than Mr. Xxxxx, Mr. Xxxxxxxx xxx Mr. Xxxxxxx xxx shall have rights to employee benefits as provided under their existing agreements), employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of LSB Common Stock, except as set forth in this Section 8.12), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NDC Entities LSB Companies to their similarly situated officers and employees. For purposes of participation, participation and vesting and (except in the case but not accrual of NDC retirement plansbenefits) benefit accrual under NDC's such employee benefit plans, the (i) service under any qualified defined benefit plans of the employees of the Source Entities prior to the Effective Time ONSB shall be treated as service with a NDC Entity participating in such under LSB's qualified defined benefit plans, (ii) service under any qualified defined contribution plans of ONSB shall be treated as service under LSB's qualified defined contribution plans, and (iii) service under any other employee benefit plansplans of ONSB shall be treated as service under any similar employee benefit plans maintained by LSB. NDC also LSB shall cause the Surviving Corporation its, and its Subsidiaries', employee benefit plans to waive any pre-existing condition limitations covered under the applicable employee benefit plans of the ONSB Companies for any employees of the ONSB Companies who become or remain employees of any LSB Company. LSB also shall, and shall cause its Subsidiaries to to, honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 8.12 of the Source ONSB Disclosure Memorandum to NDC between any Source Entity ONSB Company and any current or former director, officer, or employee thereof, thereof and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Source ONSB Benefit PlansPlans disclosed in Section 8.12 of the ONSB Disclosure Memorandum. (b) Each person employed by an ONSB Company on a full-time basis at the Effective Time (other than Mr. Xxxxx, Xx. If so advised Xxxxxxxx xxx Mr. Xxxxxxx) xxo, following the Merger and at LSB's sole discretion, is terminated by NDC at least 30 days an LSB Company for reasons other than Cause (as defined below) within six (6) months following the Effective Time shall be entitled to a severance payment by LSB Bank in an amount equal to one (1) week's salary or wages for each full year of prior continuous service with an ONSB Company, provided that any severance payment shall consist of a minimum of two (2) weeks' salary or wages. For purposes of this Section, the term "Cause" shall mean (i) failure or refusal of employee to comply with duties and responsibilities substantially similar to those assigned to the employee immediately prior to the Effective Time, Source, on behalf of itself and each Source Entity, shall terminate its participation in the Source Informatics America, PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the planMerger, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and employee being charged by any duly constituted law enforcement agency or authority with a crime involving moral turpitude, theft, embezzlement, or fraud, or (iii) provides employee's excessive use or abuse of drugs, alcohol or other toxic substances. To the extent any ONSB Company maintains any plan or arrangement for lump sum distributions the payment of severance or salary continuation benefits to employees, such plan or arrangement (which except as provided in this Section 8.12(c)) shall be "eligible rollover distributions," within terminated at the meaning Effective Time and be of Section 402(c)(4) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service to the no force and effect that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the planthereafter.

Employee Benefits and Contracts. (a) Following the Effective TimeTime and for a period of twelve (12) months thereafter, NDC ------------------------------- Phoenix at its election shall (i) allow officers and employees of Emerald to continue participation in the Emerald Benefit Plans, (ii) provide generally to officers and employees of the Source Entities Emerald employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of Phoenix Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NDC Phoenix Entities to their similarly situated officers and employees. For purposes employees or (iii) provide for a combination of participation, vesting the employee benefits specified in clauses (i) and (except in ii) above. (b) As soon as practicable following the case date of NDC retirement plansthis Agreement, Emerald's Board of Directors or, if appropriate, any committee thereof administering the Emerald Employee Stock Purchase Plan (the "ESPP") benefit accrual under NDC's employee benefit plans, the service of the employees of the Source Entities prior shall adopt such resolutions or take such actions as are required to the Effective Time shall be treated as service with a NDC Entity participating in (i) terminate such employee benefit plans. NDC also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the Source Disclosure Memorandum to NDC between any Source 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 Source Benefit Plans. If so advised by NDC at least 30 days ESPP prior to the Effective Time, Source(ii) provide that the offering period scheduled to end at midnight on December 31, on behalf of itself and each Source Entity, shall terminate its participation in the Source Informatics America, PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan 2001 (the "401(kFinal Offering Period" ) Plan")shall end on the earlier of (a) December 31, effective no later than 2001, or (b) the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; ESPP, and (iii) provides for lump sum distributions (which provide that no new offering periods shall be "eligible rollover distributions," within commenced following the meaning of Section 402(c)(4) termination of the Internal Revenue CodeFinal Offering Period. (c) By way of clarification and not limitation, Phoenix shall cause the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from Surviving Corporation to honor the Internal Revenue Service to the effect that the Source Entities' termination of participation in the 401(k) Emerald Compensation Continuation Plan and the subsequent distribution employment agreements between Emerald and Guy Gill, Kathlyn Yoest, Phil Griffith and Larry Hurtado. (x) Xxxx xxxxxxx xxx xxxxxxxx xx Xxxxxxx xxx xxxxxxxxxxxx xx xx xxxxxxxx benefit plan of Phoenix ("Phoenix Plan") will receive full credit under such Phoenix Plan for eligibility and vesting purposes reflecting the past service of such officer and employee with Emerald to the extent such service was recognized under the applicable Emerald Benefit Plan (a "Participating Emerald Employee"). A Participating Emerald Employee will not be subject to any waiting periods or pre-existing condition exclusions to the extent required by law. To the extent permitted by insurance carriers providing benefits under a Phoenix Plan, a Participating Emerald Employee in such Phoenix Plan shall be entitled to receive full credit for all deductions, co-payments, payments to flexible spending and dependent care accounts incurred during the plan year of the participants' accounts thereunder does not adversely affect applicable Phoenix Plan in which the 401(kParticipating Emerald Employee participates. (e) Plan's qualified status under Section 401(a) As soon as reasonably practical following the date hereof, Emerald agrees to use its reasonable best efforts to assist Phoenix in securing employment agreements or other arrangements with certain employees of Emerald specified by Phoenix, whereby such employees agree to remain employed by Emerald for periods of time ranging from one to six months following the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the planEffective Time.

Employee Benefits and Contracts. Following For a period of twelve (12) months following the Effective Time, NDC ------------------------------- : (a) Parent or the Surviving Corporation shall provide generally to officers and employees of the Source Entities employee benefits under Company and its Subsidiaries, while employed by any of them, base salary and employee benefit and welfare plans on terms and conditions which which, when taken as a whole whole, are substantially similar equivalent to those the base salary they currently receive and the employee benefits described on Exhibit B to the Company Disclosure Letter (other than the “Stock Option Plans (1992 and 2004)” and the “Sales/Marketing Bonus Program,” which may be terminated at or following the Effective Time), provided by that no employees of the NDC Entities Company or any of its Subsidiaries shall be excluded from coverage under any medical benefit plan due to their similarly situated a pre-existing condition except to the extent such exclusions were applicable under such a plan immediately prior to the Effective Time; and (b) Parent or the Surviving Corporation shall provide generally to officers and employeesemployees of the Company and its Subsidiaries severance benefits to eligible employees and officers that are no less than the applicable amount of severance payments provided under any severance plan disclosed on the Company Disclosure Letter. For purposes of participation, vesting and (except in the case of NDC Parent retirement plans) benefit accrual under NDC's Parent’s employee benefit plans, the service of the employees of the Source Entities Company and its Subsidiaries prior to the Effective Time shall be treated as service with a NDC Entity Parent entity participating in such employee benefit plansplans if and to the extent that such service is relevant under such employee benefit plans as they are applied to similarly situated employees of Parent. NDC Parent also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all existing employment, severance, consulting and other compensation Contracts obligations disclosed in Section 8.13 of the Source Company Disclosure Memorandum to NDC between any Source Entity and any current or former director, officer, or employee thereofLetter, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Source Company Benefit Plans. If so advised by NDC at least 30 days prior to the Effective Time, Source, on behalf of itself and each Source Entity, shall terminate its participation Plans disclosed in the Source Informatics AmericaCompany Disclosure Letter, PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment subject to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service to the effect that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the planconditions provided therein.

Employee Benefits and Contracts. Following the Effective TimeDate, NDC ------------------------------- FNB shall provide generally to officers officers, employees and former employees of the Source Entities American who continue employment with FNB employee benefits under employee benefit and welfare plans on terms and conditions which which, when taken as a whole whole, are substantially similar to those then currently provided by the NDC Entities FNB to their its other similarly situated officers officers, employees and former employees. For purposes of participationeligibility to participate and any vesting determinations in connection with the provision of any such employee benefits, vesting and (except in the case of NDC retirement plans) benefit accrual under NDC's employee benefit plans, the service of the employees of the Source Entities with American prior to the Effective Time Date shall be treated as service with a NDC Entity participating in such employee benefit planscounted. NDC FNB shall also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting consulting, option and other compensation Contracts contracts of a compensatory nature to the extent disclosed in Section 8.13 of the Source American Disclosure Memorandum to NDC between any Source Entity American and any current or former director, officer, officer or employee thereofthereof and no other contracts of the types described that are not so disclosed shall be deemed to be assumed by FNB by reason of this Section 3.11. If, and all provisions for vested benefits or other vested amounts earned or accrued through during the calendar year in which falls the Effective Time under the Source Benefit Plans. If so advised by NDC at least 30 days prior to the Effective TimeDate, Source, on behalf of itself and each Source Entity, FNB shall terminate its participation in the Source Informatics Americaany “group health plan”, PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(44980B(g)(2) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's , in which one or its successor's receipt of a letter from the Internal Revenue Service more American employees participated immediately prior to the effect that the Source Entities' termination of Effective Date (an “American Plan”), FNB shall cause any successor group health plan to waive any underwriting requirements; to give credit for any such American employee’s participation in the 401(k) American Plan prior to the Effective Date for purposes of applying any pre-existing condition limitations set forth therein; and to give credit for covered expenses paid by any such American employee under an American Plan prior to the subsequent distribution Effective Date towards satisfaction of any annual deductible limitation and out-of-pocket maximum applied under such successor group health plan. FNB also shall be considered a successor employer for and shall provide to “qualified beneficiaries”, determined immediately prior to the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status Effective Date, under any American Plan appropriate “continuation coverage” (as those terms are defined in Section 401(a) 4980B of the Internal Revenue Code. The effectiveness of Source's termination of its participation in ) following the 401(k) Effective Date under either the American Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of or any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the plansuccessor group health plan maintained by FNB.

Employee Benefits and Contracts. Following the Effective Time, NDC ------------------------------- SBKC shall provide generally to officers and employees of the Source Neighbors Entities (who continue employment with SBKC or any of its Subsidiaries) employee benefits under employee benefit and welfare plans on terms and conditions which which, when taken as a whole whole, are substantially similar to those then currently provided by the NDC Entities SBKC to their its other similarly situated officers and employees. For purposes of participation, vesting and (except in the case of NDC retirement plans) benefit accrual (but only for purposes of determining benefits accruing under NDC's 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 determinations in connection with the provision of any such employee benefit plansbenefits, service with the service of the employees of the Source Neighbors Entities prior to the Effective Time Date shall be treated as service with a NDC Entity participating in such employee benefit planscounted. NDC SBKC shall also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting consulting, option and other compensation Contracts contracts of a compensatory nature to the extent disclosed in Section 8.13 of the Source Neighbors Disclosure Memorandum to NDC between any Source Neighbors Entity and any current or former director, officer, officer or employee thereof, and all provisions for vested benefits no other contracts of the types described that are not so disclosed shall be deemed to be assumed by SBKC by reason of this Section 8.13. If, during the calendar year in which falls the Effective Time, SBKC shall terminate any “group health plan,” within the meaning of Section 4980B(g)(2) of the Internal Revenue Code, in which one or other vested amounts earned or accrued through more Neighbors Entities employees participated immediately prior to the Effective Time (a “Neighbors Plan”), SBKC shall use its best efforts to cause any successor group health plan to waive any underwriting requirements; to give credit for any such Neighbors Entities employee’s participation in the Neighbors 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 Neighbors Entities employee under a Neighbors Plan prior to the Source Benefit PlansEffective Time towards satisfaction of any annual deductible limitation and out-of pocket maximum applied under such successor group health plan. If so advised by NDC at least 30 days SBKC also shall be considered a successor employer for and shall provide to “qualified beneficiaries,” determined immediately prior to the Effective Time, Source, on behalf of itself and each Source Entity, shall terminate its participation under any Neighbors Plan appropriate “continuation coverage” (as those terms are defined in the Source Informatics America, PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) 4980B of the Internal Revenue Code) following the Effective Time under either the Neighbors Plan or any successor group health plan maintained by SBKC. At the request of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service SBKC, Neighbors will take all appropriate action to terminate, prior to the effect Effective Time, any retirement plan maintained by the Neighbors Entities that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's is intended to be qualified status under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the plan.

Employee Benefits and Contracts. Following the Effective Time, NDC ------------------------------- NCF shall provide generally to officers and employees of the Source Entities SBS Companies employee benefits under employee benefit and welfare plans plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NDC Entities NCF Companies to their similarly situated officers and employees. For purposes of participationdetermining eligibility to participate in and vesting under such employee benefit and welfare plans, vesting all such officers and (except employees shall be given full credit for all prior service as officers or employees of the SBS Companies, and no such officer or employee shall be subject to any waiting period or pre-existing condition limitation pursuant to any NCF health, life or disability insurance plans. Following the Effective Time and until such time as the former SBS Companies employees commence participation in the case of NDC retirement plans) benefit accrual under NDC's NCF Companies employee benefit and welfare plans, the service of benefits to be provided to the former SBS Companies employees of shall be the Source Entities SBS Companies employee benefit and welfare that were provided by SBS to such employees immediately prior to the Effective Time Time. As of the Effective Time, each former SBS Companies employee who continues as an employee of the NCF Companies shall be treated as service credited with a NDC Entity participating vacation leave in an amount not less than the amount of unused SBS vacation leave available to such employee benefit planson the date immediately preceding the Effective Time. NDC also shall cause the Surviving Corporation and its Subsidiaries NCF agrees to honor in accordance with their terms all employmentplans, severancecontracts, consulting and other compensation Contracts arrangements, commitments or understandings disclosed in Section 8.13 the SBS Disclosure Letter, including with respect to benefits which vest or are otherwise accrued or payable as a result of the Source consummation of the transactions contemplated by this Agreement (including, but not limited to, benefits payable to SBS Companies' employees under the SouthBanc Shares, Inc. Employee Severance Compensation Plan). Set forth in SBS's Disclosure Memorandum Letter in reasonable detail are estimates of the payments and benefits due under the employment agreements for Messrs. Wells, Orr, Hall and Visioli. It is intended by NCF and SBS that the procedures and methodologies used in preparing such estimates shall be followed in determining the actual payments or benefits due under such agreements. NCF acknowledges and agrees that the consummation of the transactions contemplated by this Agreement will constitute a change in control for purposes of the employment or change in control agreements set forth in SBS's Disclosure Letter. With respect to NDC between the employment agreements of Messrs. Xxx and Xxxxxxx, NCF agrees that, SBS and Perpetual Bank may amend the agreements prior to the Effective Time to provide that the payments and benefits due thereunder upon the occurrence of a change in control (as defined in the employment agreements) are due and payable solely by reason of the occurrence of a change in control and without regard to the employment of such individuals with NCF or SBS or any Source Entity and any current subsidiary thereof after the Effective Time. On or former directorbefore the Effective Time, officer, or employee thereof, and all provisions SBS shall pay annual bonuses for vested benefits or other vested amounts earned or accrued 2001 pro-rated through the Effective Time under and make contributions to the Source Benefit PlansSBS ESOP in amounts consistent with past practice. If so advised by NDC at least 30 days prior Prior to the Effective Time, Source, on behalf of itself and each Source Entity, SBS shall take such action as may be necessary to terminate its participation in the Source Informatics America, PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "Perpetual Bank 401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service to the effect that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the plan.

Employee Benefits and Contracts. Following the Effective TimeDate, NDC ------------------------------- United shall provide generally to officers and employees of the Source Entities Liberty who continue employment with United employee benefits under employee benefit and welfare plans on terms and conditions which which, when taken as a whole whole, are substantially similar to those then currently provided by the NDC Entities United to their its other similarly situated officers and employees. Subject to applicable legal requirements, United will take action to enable the employees of Liberty to transfer through a rollover contribution their proceeds from the Liberty 401(k) plan into a separate third party individual retirement account, provided that the Liberty Board of Directors must adopt resolutions to terminate the Liberty 401(k) plan prior to the Closing Date. For purposes of participation, eligibility to participate and any vesting determinations (but not benefit accruals) in connection with the provision of any such employee benefits by United to the former officers and (except in the case of NDC retirement plans) benefit accrual under NDC's employee benefit plans, the service of the employees of the Source Entities Liberty who continue employment with United, service with Liberty prior to the Effective Time Date shall be treated as service with a NDC Entity participating counted. If, during the calendar year in such employee benefit plans. NDC also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the Source Disclosure Memorandum to NDC between any Source 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 which falls the Effective Time under the Source Benefit Plans. If so advised by NDC at least 30 days prior to the Effective TimeDate, Source, on behalf of itself and each Source Entity, United shall terminate its participation in the Source Informatics Americaany "group health plan", PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(44980B(g)(2) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's , in which one or its successor's receipt of a letter from the Internal Revenue Service more Liberty employees participated immediately prior to the effect that Effective Date (a "LIBERTY PLAN"), United shall cause any successor group health plan to waive any pre-existing condition limitations to the Source Entities' termination of same extent they are waived for United employees, give credit for such calendar year for any such Liberty employee's participation in the 401(k) Liberty Plan prior to the Effective Date for purposes of applying any such pre-existing condition limitations set forth therein, and give credit for such calendar year covered expenses paid by any such Liberty employee under a Liberty Plan prior to the subsequent distribution Effective Date towards satisfaction of any annual deductible limitation and out-of pocket maximum applied under such successor group health plan. United also shall be considered a successor employer for and shall provide to "qualified beneficiaries", determined immediately prior to the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status Effective Date, under any Liberty Plan appropriate "continuation coverage" (as those terms are defined in Section 401(a) 4980B of the Internal Revenue Code. The effectiveness of Source's termination of its participation in ) following the 401(k) Effective Date under either the Liberty Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of or any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the plansuccessor group health plan maintained by United.

Employee Benefits and Contracts. (a) Following the Effective Time, NDC ------------------------------- Buyer shall provide generally to officers and employees of the Source Seller Entities employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of Buyer Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NDC Buyer Entities to their similarly situated officers and employees. For purposes of participation, vesting and (except in the case of NDC Buyer retirement plans) benefit accrual under NDCBuyer's employee benefit plans, the service of the employees of the Source Seller Entities prior to the Effective Time shall be treated as service with a NDC Buyer Entity participating in such employee benefit plans. NDC Subject to Section 9.11(b), Buyer also shall cause the Surviving Corporation and its Subsidiaries Bank to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 8.11 of the Source Seller Disclosure Memorandum to NDC Buyer between any Source Seller 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 Source Seller Benefit Plans. (b) Simultaneously herewith, each of Messrs. Xxxxxxx X. Xxxxxxx, Xxxxx X Xxxxxxxx and Xxxxxx X. Xxxx shall have entered into Employment Agreements with Merger Subsidiary in the form of Exhibit 3, which shall become effective at the Effective Time. If so advised by NDC at least 30 days prior to At the Effective Time, Sourceany existing Employment or change in control or similar agreements, on behalf arrangements or understandings between any of itself such Persons and each Source Entity, the Seller shall terminate its participation and have no further force or effect, provided, however, that any cash payments required to be made by such Agreements to the employees thereunder as a result of this Agreement or the Merger shall be paid to such employees at Closing. (c) Upon the execution of this Agreement, each of the Seller's directors shall execute and deliver into agreements not to compete with Seller or Buyer or any Buyer Entity within Orange, Osceola or Seminole Counties, Florida for two years from the Effective Time, upon terms and conditions in the Source Informatics America, PMSI Xxxxx-Xxxxx, form and Xxxxx America Retirement Plan substance set forth in Exhibit 4 (the "401(k) PlanDirector's Agreements"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service to the effect that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the plan.

Employee Benefits and Contracts. (a) Following the Effective Time, NDC ------------------------------- Crescent shall provide generally to officers and employees of the Source Futurus Entities employee benefits under employee benefit and welfare plans of Crescent or the Crescent Subsidiaries on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NDC Entities Crescent or a Crescent Subsidiary to their similarly situated officers and employees. For purposes of participation, vesting vesting, and (except in the case of NDC Crescent retirement plans) benefit accrual under NDC's employee benefit plansCrescent Employee Benefit Plans, the service of the employees of the Source Futurus Entities prior to the Effective Time shall be treated as service with a NDC Crescent Entity participating in such employee benefit plans. NDC also Employee Benefit Plans. (b) Prior to the Effective Time, Futurus shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting consulting, change in control and other compensation Contracts disclosed in Section 8.13 5.16 of the Source Futurus Disclosure Memorandum to NDC between be terminated without any Source Liability to any Crescent Entity and or any current Futurus Entity, except as disclosed in Section 8.8 of the Futurus Disclosure Memorandum. (c) Upon or former directorprior to the execution of this Agreement, officerXxxxxxx X. Xxxxxx, or employee thereofXxxxxx X. Xxxxxxxxx, Xx., and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Source Benefit Plans. If so advised by NDC at least 30 days prior to Xxxxxxx X. Xxxxxx shall each enter into employment agreements with Crescent Bank effective upon the Effective Time, Source, on behalf of itself upon the terms and each Source Entity, shall terminate its participation conditions in the Source Informatics America, PMSI Xxxxx-Xxxxxform and substance set forth in Exhibit 6 (a “Change of Control Employment Agreement”). The Change of Control Employment Agreements shall each waive any change of control payments and all other payments to such Persons as a result of this Agreement or the transactions contemplated herein, and Xxxxx America Retirement Plan shall include a one-year salary continuation provision triggered by a termination of employment resulting or arising from a “change of control” (as defined in the "401(kChange of Control Employment Agreements) Plan"), effective no later than the day preceding of Crescent subsequent to the Effective Time. The amendment Change of Control Employment Agreements shall also include an covenant not to the 401(kcompete with any Crescent Entity for a period of 18 months following termination. (d) Plan which effects such termination shall be adopted no later than ten (10) days Upon or prior to the execution of this Agreement, Xxxxxx X. Xxxxxxxx, XX and X. Xxxxx Day shall each enter into agreements not to compete with any Crescent Entity for a period of three years from the Effective TimeTime upon execution of this Agreement, upon terms and conditions in the form and substance set forth in Exhibit 7 (the “Director’s Agreements”). (e) In consideration for entering into the Change of Control Employment Agreements, the Director’s Agreements and/or termination of their existing Futurus Rights, the individuals named in Schedule B to this Agreement shall receive a number of non-qualified stock options to purchase shares of Crescent Common Stock having an exercise price per share equal to the closing price of Crescent Common Stock on the date of grant and having an aggregate exercise amount as indicated in Schedule B to this Agreement. Immediately following its adoption, Source shall provide NDC with a copy One-half of such amendment which (i) terminates Source's participation in the planoptions shall vest on April 1, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; 2005 and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service to the effect that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt one-half of such a letter from the IRS. Under no circumstances may an employee of any Source Entityoptions shall vest on April 1, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the plan2006.

Employee Benefits and Contracts. Following the ------------------------------- Effective Time, NDC ------------------------------- Citco shall provide generally to officers and employees of the Source Entities TCB Companies, who at or after the Effective Time become employees of a Citco Company, employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of Citco Common Stock except as set forth in this Section 8.9), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NDC Entities Citco Companies to their similarly situated officers and employees. For purposes of participation, participation and vesting and (except in the case but not accrual of NDC retirement plansbenefits) benefit accrual under NDC's such employee benefit plans, the (i) service under any qualified defined benefit plans of the employees of the Source Entities prior to the Effective Time TCB Companies shall be treated as service with a NDC Entity participating in such under Citco's qualified defined benefit plans, (ii) service under any qualified defined contribution plans of the TCB Companies shall be treated as service under Citco's qualified defined contribution plans, and (iii) service under any other employee benefit plansplans of the TCB Companies shall be treated as service under any similar employee benefit plans maintained by Citco. NDC Except as otherwise described in this Agreement, Citco also shall honor and cause the Surviving Corporation and each of its Subsidiaries to honor in accordance with their terms all employment, severance, consulting consulting, and other compensation Contracts disclosed in Section 8.13 8.9 of the Source TCB Disclosure Memorandum to NDC Citco between any Source Entity TCB Company and any current or former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Source TCB Benefit Plans. If so advised by NDC at least 30 days prior Subject to the Effective Timeprovisions of Section 9.2(f), SourceCitco and Citizens Bank expressly acknowledge that as a result of the transaction contemplated by this Agreement, on behalf of itself and each Source EntityXxxx X. Xxxxxx, shall terminate its participation in the Source Informatics America, PMSI Xxxxx-XxxxxXxxxxx X. Xxxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment X. Xxxxx will become entitled to the 401(k) Plan which effects such payments provided for under their respective employment and severance agreements upon their termination in connection with a change in control. TCB and TCF shall be adopted no later than ten (10) days prior use their reasonable best efforts to obtain the consents of Xx. Xxxxxx, Xx. Xxxxxx, and Xx. Xxxxx to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy termination of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan respective employment and severance agreements as of the effective date of Effective Time and shall pay Xx. Xxxxxx, Xx. Xxxxxx, and Xx. Xxxxx the termination; and (iii) provides for lump sum distributions (amounts to which shall they would be "eligible rollover distributions," within the meaning of Section 402(c)(4) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of entitled under such agreements upon their termination in connection with a letter from the Internal Revenue Service to the effect that the Source Entities' termination of participation change in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the plancontrol.

Employee Benefits and Contracts. Following the Effective Time, NDC ------------------------------- Regions shall provide generally to officers and employees of the Source Entities Park Meridian Companies, who at or after the Effective Time become employees of a Regions Company ("Continuing Employees"), employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of Regions Common Stock except as set forth in this Section 8.10), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NDC Entities Regions Companies to their similarly situated officers and employees. For purposes of participation, participation and vesting and (except in the case but not accrual of NDC retirement plansbenefits) benefit accrual under NDC's such employee benefit plans, (i) service under any qualified defined benefit plans of Park Meridian shall be treated as service under Regions' qualified defined benefit plans, (ii) service under any qualified defined contribution plans of Park Meridian shall be treated as service under Regions' qualified defined contribution plans, and (iii) service under any other employee benefit plans of Park Meridian shall be treated as service under any similar employee benefit plans maintained by Regions. Regions shall cause the service Regions welfare benefit plans that cover the Continuing Employees after the Effective Time to (a) waive any waiting period and restrictions and limitations for preexisting conditions or insurability, and (b) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under Park Meridian's welfare benefit plans to be credited to such Continuing Employees under the Regions welfare benefit plans, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the Regions welfare benefit plans. The continued coverage of the employees of Continuing Employees under the Source Entities employee benefits plans maintained by Park Meridian and/or any Park Meridian Subsidiary immediately prior to the Effective Time during a transition period shall be treated as service deemed to provide the Continuing Employees with a NDC Entity participating benefits that are no less favorable than those offered to other employees of Regions and its Subsidiaries, provided that after the Effective Time there is no Material reduction (determined on an overall basis) in such the benefits provided under the Park Meridian employee benefit plans. NDC Regions also shall cause the Surviving Corporation Park Meridian and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting consulting, and other compensation Contracts disclosed in Section 8.13 8.10 of the Source Park Meridian Disclosure Memorandum to NDC Regions between any Source Entity Park Meridian Company and any current or former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Source Park Meridian Benefit Plans. If so advised by NDC at least 30 days prior Regions shall be responsible for the fees related to the Effective Time, Source, on behalf of itself and each Source Entity, shall terminate its participation in the Source Informatics America, PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service to the effect that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the planPark Meridian Benefit Plans.

Employee Benefits and Contracts. (a) Following the Effective Time, NDC ------------------------------- Buyer shall provide generally to officers and employees of the Source Seller Entities employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of Buyer Common Stock), including Buyer’s severance plan, on terms and conditions which when taken as a whole are substantially similar comparable to those currently then provided by the NDC Buyer Entities to their similarly situated officers and employees. For purposes of participation, vesting and (except in the case of NDC retirement plans) benefit accrual under NDC's Buyer’s employee benefit plans, the service of the employees of the Source Seller Entities prior to the Effective Time shall be treated as service with a NDC Buyer Entity participating in such employee benefit plans. NDC also Notwithstanding the foregoing, employees of Seller Entities shall cause the Surviving Corporation and its Subsidiaries not be eligible to honor participate in accordance with their terms all employment(i) Buyer’s 401(k) plan earlier than January 1, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the Source Disclosure Memorandum to NDC between any Source Entity and any current or former director, officer, or employee thereof2006, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Source (ii) Buyer’s retirement plans that are defined benefit plans. Seller shall terminate its Employee Benefit Plans. If so advised by NDC at least 30 days Plans effective immediately prior to the Effective Time; provided, Sourcehowever, on behalf of itself and each Source Entity, shall terminate its participation in the Source Informatics America, PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination that Buyer shall be adopted no later entitled to elect in writing, not less than ten (10) 10 business days prior to the Effective Time. Immediately following Closing, to require that Seller shall not terminate its adoption, Source shall provide NDC with a copy of such amendment which (i401(k) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service to the effect that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entitythat, prior to the receipt Closing, Seller shall amend its 401(k) plan such that only Bank employees that meet the eligibility requirements of such a determination letterplan shall be eligible to participate in such plan. (b) Simultaneously herewith, receive a distribution from the 401(k) Plan on account of Source's termination of its participation Xxxxxx Xxxxxxxxx shall have entered into an Employment Agreement with Buyer in the planform of Exhibit B and a Noncompete Agreement with Buyer in the form of Exhibit C. These agreements shall become effective at the Effective Time and shall replace the existing employment agreement between Xx. Xxxxxxxxx and Seller or the Bank, which shall terminate and have no further force or effect. (c) Upon the execution of this Agreement, each of Seller’s directors shall execute and deliver restrictive covenant agreements with Seller or Buyer or any Buyer Entity that restrict certain activities within Georgetown and Horry Counties, South Carolina, upon terms and conditions in the form and substance set forth in Exhibit E (the “Director’s Agreements”). (d) Upon the execution of this Agreement, each of Sellers directors, officers and significant shareholders (as reasonably identified by Buyer), shall execute and deliver forbearance agreements with Seller and Buyer whereby each director, officer or significant shareholder agrees not to exercise any Seller Options or Seller Warrants to acquire shares of Seller Common Stock. Such forbearance agreements shall be upon the terms and conditions in the form and substance set forth in Exhibit A (the “Support Agreements”). (e) 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 shall have no 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 8.10.

Employee Benefits and Contracts. (a) Prior to or effective upon the Closing, Company shall adopt a severance plan for employees of InterCall in substantially the form attached to Section 8.8 of the Company Disclosure Memorandum (the "InterCall Severance Plan"). Following the adoption of the InterCall Severance Plan, Company and Parent shall cooperate in the "roll out" of the InterCall Severance Plan, including the development and delivery of appropriate employee communications associated with such plan. Prior to the Closing, Company shall take all actions necessary and required to amend Company's 401(k) plan to provide one hundred percent (100%) vesting of all Company contributions previously allocated to each active participant under such plan. Following the Effective Time, NDC ------------------------------- Parent shall provide generally to officers and employees of the Source Company Entities who are or become employed by InterCall or any of their respective Subsidiaries on or following the Closing (the "Transferred Employees") employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of Parent Common Stock), on terms and conditions which which, when taken as a whole whole, are substantially similar to those currently provided by the NDC Parent Entities to their similarly similarly-situated officers and employees. ; provided, that, for a period of twelve (12) months after the Effective Time, Parent shall provide to Transferred Employees severance benefits in accordance with either (i) the InterCall Severance Plan, or (ii) the policies of Parent, whichever of (i) or (ii) will provide the greater benefit to the officer or employee; provided further, that Parent shall be entitled to continue providing Transferred Employees employee benefits on the terms and conditions that were provided by Company and any Company Entity immediately prior to the Effective Time until such time as Parent's first open enrollment under its benefit plans which shall be no later than nine (9) months following the Effective Time. (b) For purposes of participationeligibility and vesting, vesting and (except in the case of NDC retirement plans) but not benefit accrual accruals, under NDC's employee benefit plansany Parent Employee Benefit Plan, the service of the employees of the Source Entities Transferred Employees prior to the Effective Time shall be treated as service with a NDC Parent Entity participating in for purposes of such employee benefit plansParent Employee Benefit Plans. NDC Parent 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 8.8 of the Source Company Disclosure Memorandum to NDC Parent between any Source Company 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 Source Company Benefit Plans. The amount of monetary obligations owed to or with respect to such current and former directors, officers and employees listed in Section 8.8 of the Company Disclosure Memorandum have been accrued in the Company's Financial Statements. The Company and InterCall have financial obligations for providing post-employment medical and dental benefits ("Continued Health Benefits") to the officers listed on Section 5.7(b) of the Company Disclosure Memorandum and their respective spouses (each a "Covered Individual"), in accordance with the Severance Agreement and General Release executed between each of such officers and the Company (a "Severance Agreement"). The Company has provided to Parent a copy of each Severance Agreement reflecting the maximum period during which Continued Health Benefits shall be provided (the "Continuation Period"). As of the date of execution of this Agreement, the Covered Individuals are provided medical and dental benefits through the medical plan, dental plan and any related insurance policy or policies with Blue Cross Blue Shield of Georgia (collectively, the "Current Plan"). In the event the Company, the Company Subsidiaries, the Surviving Corporation or any successor thereto, as applicable (the "Continuing Sponsor") fails to continue in full force and effect during the Continuation Period the Current Plan, or in the event coverage of the Covered Individuals under the Current Plan (determined with regard to both benefits provided and the cost of such benefits) is reduced during the Continuation Period, then (i) the Continuing Sponsor, at its sole cost and expense, shall obtain Continued Health Benefits for the Covered Individuals other than Xxxxxxxx X. Xxxxxx, III and his spouse and Xxxxxxx X. Xxxxx, III and his spouse (the "Xxxxxx and Xxxxx Covered Individuals") under a replacement plan that is comparable to the Current Plan (determined with regard to both benefits provided and the cost of such benefits), and (ii) the Continuing Sponsor shall use commercially reasonable efforts to obtain Continued Health Benefits for the Xxxxxx and Xxxxx Covered Individuals under a replacement plan that is comparable to the Current Plan (determined with regard to both benefits provided and the cost of such benefits). If so advised by NDC at least 30 the Continuing Sponsor fails to obtain such coverage under a replacement plan for the Xxxxxx and Xxxxx Covered Individuals, then each of Xxxxxxxx X. Xxxxxx, III or Xxxxxxx X. Xxxxx, III can elect either (i) to pay any additional premiums for the Continued Health Benefits over the costs for such individual that was reflected on the Closing Balance Sheet that is attributable to providing Continued Health Benefits or (ii) to require the Continuing Sponsor to pay directly to such individual an amount equal to the remaining pro rata share reflected on the Closing Balance Sheet that is attributable to providing Continued Health Benefits for such individual and his spouse. Any such payment shall be made within thirty (30) days prior of the discontinuance of the Current Plan or the date that coverage of the Covered Individual under the Current Plan is reduced. Notwithstanding anything to the contrary contained herein, following the Closing, in no event shall Parent, Surviving Corporation or any of their respective Subsidiaries have any Liability with respect to any employment, severance, consulting or other compensation Contract between any Company Entity and any employee or former employee of any Disposed Company in such Person's capacity as an employee or former employee of any Disposed Company. (c) Following the Effective Time, Sourceno employee of a Company Entity who elects to be covered under any medical or disability insurance plan of a Parent Entity shall be excluded from coverage under such plan on the basis of a pre-existing condition that was not also excluded under the applicable Company Benefit Plan. To the extent that an employee of a Company Entity has satisfied in whole or in part any annual deductible or paid any out-of-pocket or co-payment expenses (as evidenced by reasonable documentation to be provided by Company) under a medical insurance plan of a Company Entity for a plan year, on behalf such individual shall be credited therefor under the corresponding provisions of itself and each Source Entity, shall terminate its participation the corresponding Parent Employee Benefit Plan in the Source Informatics America, PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding which such individual participates after the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service to the effect that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the plan.

Employee Benefits and Contracts. Following the Effective TimeDate, NDC ------------------------------- Union Bankshares shall provide generally to former officers and employees of the Source Entities Mid-Coast and Waldoboro employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of Union Bankshares Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NDC Entities Mid-Coast and Waldoboro to their similarly situated officers and employees, except that there is no matching contribution under the Union Bankshares' Section 401(k) plan; provided however, this Section 9.8 shall not be deemed or construed to be an undertaking or obligation on the part of Union Bankshares or Union Trust to provide the same benefits which Mid-Coast or Waldoboro presently provide to their employees and officers; and provided further that Union Bankshares and Union Trust shall have no obligation to continue to provide after the Effective Date any benefits currently provided to their employees or officers as of the date hereof, or provided to their employees or officers at any time subsequent to the Effective Date. For purposes of participation, vesting and (except in the case of NDC retirement Union Bankshares' defined benefit plans) benefit accrual under NDC's Union Bankshares' employee benefit plans, the service of the employees of the Source Entities Mid-Coast or Waldoboro prior to the Effective Time Closing shall be treated as service with a NDC Entity participating Union Bankshares or Union Trust for participation in such employee benefit plans. NDC also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the Source Disclosure Memorandum to NDC between any Source 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 Following the Effective Time Date, former employees of Mid-Coast or Waldoboro shall receive credit under Union Bankshares' group health plans for all deductibles and co-payments made by such former employees under the Source Benefit Plans. If so advised health plans maintained by NDC at least 30 days Mid-Coast or Waldoboro prior to the Effective Time, Source, on behalf of itself and each Source Entity, shall terminate its participation in the Source Informatics America, PMSI Xxxxx-XxxxxDate, and Xxxxx America Retirement Plan (health care coverage under Union Bankshares group health plans shall be extended to former employees of Mid-Coast and Waldoboro with no waiting period, and Union Bankshares will, use its best efforts to provide that such coverage shall be without any exclusions for pre-existing conditions and shall inform Mid-Coast in writing, within thirty days of the "401(k) Plan")date hereof, effective no later than the day preceding the Effective Time. The amendment as to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior efforts undertaken to the Effective Time. Immediately following its adoption, Source shall provide NDC with secure a copy waiver of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; exclusions and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service to the effect that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of whether such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the planexclusions have been eliminated.

Employee Benefits and Contracts. Following the Effective TimeDate, NDC ------------------------------- United shall provide generally to officers officers, employees and former employees of the Source Entities Peoples who continue employment with United employee benefits under employee benefit and welfare plans on terms and conditions which which, when taken as a whole whole, are substantially similar to those then currently provided by the NDC Entities United to their its other similarly situated officers officers, employees and former employees. For purposes of participationeligibility to participate and any vesting determinations in connection with the provision of any such employee benefits, vesting and (except in the case of NDC retirement plans) benefit accrual under NDC's employee benefit plans, the service of the employees of the Source Entities with Peoples prior to the Effective Time Date shall be treated counted. Except for that certain Employment Agreement, dated as service with a NDC Entity participating in such employee benefit plans. NDC of September 14, 1998, between Peoples Bank and Xxxxxxx X Xxxxxx, which shall be terminated prior to the Closing Date pursuant to Section 7.9 hereof, United shall also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting consulting, option and other compensation Contracts contracts of a compensatory nature to the extent disclosed in Section 8.13 of the Source Peoples Disclosure Memorandum to NDC between any Source Entity Peoples and any current or former director, officer, officer or employee thereofthereof and no other contracts of the types described that are not so disclosed shall be deemed to be assumed by United by reason of this Section 3.12. If, and all provisions for vested benefits or other vested amounts earned or accrued through during the calendar year in which falls the Effective Time under the Source Benefit Plans. If so advised by NDC at least 30 days prior to the Effective TimeDate, Source, on behalf of itself and each Source Entity, United shall terminate its participation in the Source Informatics Americaany "group health plan", PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(44980B(g)(2) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's , in which one or its successor's receipt of a letter from the Internal Revenue Service more Peoples employees participated immediately prior to the effect that the Source Entities' termination of Effective Date (a "Peoples Plan"), United shall cause any successor group health plan to waive any underwriting requirements; to give credit for any such Peoples employee’s participation in the 401(k) Peoples Plan prior to the Effective Date for purposes of applying any pre-existing condition limitations set forth therein; and to give credit for covered expenses paid by any such Peoples employee under a Peoples Plan prior to the subsequent distribution Effective Date towards satisfaction of any annual deductible limitation and out-of pocket maximum applied under such successor group health plan. United also shall be considered a successor employer for and shall provide to "qualified beneficiaries", determined immediately prior to the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status Effective Date, under any Peoples Plan appropriate "continuation coverage" (as those terms are defined in Section 401(a) 4980B of the Internal Revenue Code. The effectiveness of Source's termination of its participation in ) following the 401(k) Effective Date under either the Peoples Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of or any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the plansuccessor group health plan maintained by United.

Employee Benefits and Contracts. Following the Effective Time, NDC ------------------------------- CCBG shall provide generally to officers and employees of the Source GHC Entities while employed by a CCBG Entity, employee benefits under employee benefit and welfare plans on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NDC CCBG Entities to their similarly situated officers and employees, and no GHC Entity employees should be denied coverage under any benefit plan due to a pre- existing condition provided the conditions of this section are met; provided, that, for a period of 12 months after the Effective Time, CCBG shall provide generally to officers and employees of GHC Entities severance benefits in accordance with the policies of either (i) GHC or FNBGC, as applicable, as disclosed in Section 8.13 of the FNBGC Disclosure Memorandum, or (ii) CCBG, whichever of (i) or (ii) will provide the greater benefit to the officer or employee. CCBG shall waive any pre-existing condition exclusion under any employee health plan for which any employees and/or officers and dependents covered by FNBGC plans as of Closing shall become eligible by virtue of the preceding sentence, to the extent (x) such pre-existing condition was covered under the corresponding plan maintained by the GHC Entity and (y) the individual affected by the pre-existing condition was covered by GHC's Entity's corresponding plan on the date which immediately precedes the Effective Time, provided that GHC has disclosed in Section 8.13 of the FNBGC Disclosure Memorandum all of its employees, officers or other participants or their respective dependents, that to the best of GHC and FNBGC's Knowledge and belief, have any long-term disabilities or conditions, which in the reasonable judgment of CCBG would materially adversely affect the claims experience and/or costs of any employee benefit plan or insurance maintained by or through any CCBG Entity. For purposes of participation, vesting and (except in the case of NDC CCBG retirement plans) benefit accrual under NDCCCBG's employee benefit plans, the service of the employees of the Source GHC Entities prior to the Effective Time shall be treated as service with a NDC CCBG Entity participating in such employee benefit plans. NDC CCBG also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the Source FNBGC Disclosure Memorandum to NDC CCBG between any Source GHC 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 Source GHC Benefit Plans. If so advised by NDC at least 30 days Notwithstanding any term to the contrary herein, GHC and FNBGC shall be entitled to pay on or prior to the Effective Time, Source, on behalf of itself and each Source Entity, shall terminate its participation in Closing Date the Source Informatics America, PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan amounts accrued as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service to the effect that the Source Entities' termination of participation Closing Date in the 401(k) Profit Sharing Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Employee Bonus Plan's qualified status , to persons entitled thereto under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the planplans.

Employee Benefits and Contracts. Following the Effective Time, NDC ------------------------------- WGNB shall provide generally to officers and employees of the Source First Xxxxxxxx Entities (who continue employment with WGNB or any of its Subsidiaries) employee benefits under employee benefit and welfare plans on terms and conditions which which, when taken as a whole whole, are substantially similar to those then currently provided by the NDC Entities WGNB to their its other similarly situated officers and employees. For purposes of participation, vesting and (except in the case of NDC retirement plans) benefit accrual (but only for purposes of determining benefits accruing under NDC's 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 determinations in connection with the provision of any such employee benefit plansbenefits, service with the service of the employees of the Source First Xxxxxxxx Entities prior to the Effective Time Date shall be treated as service with a NDC Entity participating in such employee benefit planscounted. NDC WGNB shall also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting consulting, option and other compensation Contracts contracts of a compensatory nature to the extent disclosed in Section 8.13 of the Source First Xxxxxxxx Disclosure Memorandum to NDC between any Source First Xxxxxxxx Entity and any current or former director, officer, officer or employee thereof, and all provisions for vested benefits no other contracts of the types described that are not so disclosed shall be deemed to be assumed by WGNB by reason of this Section 8.13. If, during the calendar year in which falls the Effective Time, WGNB shall terminate any “group health plan,” within the meaning of Section 4980B(g)(2) of the Internal Revenue Code, in which one or other vested amounts earned or accrued through more First Xxxxxxxx Entities employees participated immediately prior to the Effective Time (a “First Xxxxxxxx Plan”), WGNB shall use its best efforts to cause any successor group health plan to waive any underwriting requirements; to give credit for any such First Xxxxxxxx Entities employee’s participation in the First Xxxxxxxx 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 First Xxxxxxxx Entities employee under a First Xxxxxxxx Plan prior to the Source Benefit PlansEffective Time towards satisfaction of any annual deductible limitation and out-of pocket maximum applied under such successor group health plan. If so advised by NDC at least 30 days WGNB also shall be considered a successor employer for and shall provide to “qualified beneficiaries,” determined immediately prior to the Effective Time, Source, on behalf of itself and each Source Entity, shall terminate its participation under any First Xxxxxxxx Plan appropriate “continuation coverage” (as those terms are defined in the Source Informatics America, PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) 4980B of the Internal Revenue Code) following the Effective Time under either the First Xxxxxxxx Plan or any successor group health plan maintained by WGNB. At the request of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service WGNB, First Xxxxxxxx will take all appropriate action to terminate, prior to the effect Effective Time, any retirement plan maintained by the First Xxxxxxxx Entities that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's is intended to be qualified status under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the plan.

Employee Benefits and Contracts. Following the Effective TimeDate, NDC ------------------------------- United shall provide generally to officers and employees of the Source Entities First Central who continue employment with United employee benefits under employee benefit and welfare plans on terms and conditions which which, when taken as a whole whole, are substantially similar to those then currently provided by the NDC Entities United to their its other similarly situated officers and employees. Subject to applicable legal requirements, United will take action to enable the employees of First Central who continue employment with United to transfer their proceeds from any First Central profit sharing plan or 401(k) plan into a similar United plan or a separate third party XXX, provided that the First Central board must adopt resolutions to terminate the First Central 401(k) plan and the profit sharing plan prior to the Closing Date. For purposes of participationeligibility to participate and any vesting determinations in connection with the provision of any such employee benefits, vesting and (except in the case of NDC retirement plans) benefit accrual under NDC's employee benefit plans, the service of the employees of the Source Entities with First Central prior to the Effective Time Date shall be treated as service with a NDC Entity participating in such employee benefit planscounted. NDC United shall also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting consulting, option and other compensation Contracts contracts of a compensatory nature to the extent disclosed in Section 8.13 of the Source First Central Disclosure Memorandum to NDC between any Source Entity First Central and any current or former director, officer, officer or employee thereofthereof and no other contracts of the types described that are not so disclosed shall be deemed to be assumed by United by reason of this Section 3.12. If, and all provisions for vested benefits or other vested amounts earned or accrued through during the calendar year in which falls the Effective Time under the Source Benefit Plans. If so advised by NDC at least 30 days prior to the Effective TimeDate, Source, on behalf of itself and each Source Entity, United shall terminate its participation in the Source Informatics Americaany “group health plan”, PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(44980B(g)(2) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's , in which one or its successor's receipt of a letter from the Internal Revenue Service more First Central employees participated immediately prior to the effect that the Source Entities' termination of Effective Date (a “First Central Plan”), United shall cause any successor group health plan to waive any underwriting requirements; to give credit for any such First Central employee’s participation in the 401(k) First Central Plan prior to the Effective Date for purposes of applying any pre-existing condition limitations set forth therein; and to give credit for covered expenses paid by any such First Central employee under a First Central Plan prior to the subsequent distribution Effective Date towards satisfaction of any annual deductible limitation and out-of pocket maximum applied under such successor group health plan. United also shall be considered a successor employer for and shall provide to “qualified beneficiaries”, determined immediately prior to the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status Effective Date, under any First Central Plan appropriate “continuation coverage” (as those terms are defined in Section 401(a) 4980B of the Internal Revenue Code. The effectiveness of Source's termination of its participation in ) following the 401(k) Effective Date under either the First Central Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of or any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the plansuccessor group health plan maintained by United.

Employee Benefits and Contracts. (a) Following the Effective Time, NDC ------------------------------- the Surviving Corporation shall provide generally to officers and employees of the Source Entities Xxxxxx Xxxxxxxx Companies who continue employment with the Surviving Corporation or its Subsidiaries following the Effective Time employee benefits under employee benefit and welfare plans plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NDC Entities Premier Companies to their similarly situated officers and employees. For purposes of participation, vesting and (except in the case of NDC retirement plans) benefit accrual participation under NDC's such employee benefit plans, the service of the employees of the Source Entities Xxxxxx Xxxxxxxx Companies prior to the Effective Time shall be treated as service with a NDC Entity Premier Company participating in such employee benefit plans. NDC also , provided that, with respect to any employee benefit plan where the benefits are funded through insurance, the granting of such service shall cause be subject to the consent of the appropriate insurer and may be conditioned upon an employee's participation in a Xxxxxx Xxxxxxxx Benefit Plan of the same type immediately prior to the Effective Time. (b) The Surviving Corporation and its Subsidiaries to also shall honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 8.11 of the Source Xxxxxx Xxxxxxxx Disclosure Memorandum to NDC Premier between any Source Entity Xxxxxx Xxxxxxxx Company and any current or former director, officer, or employee thereof, thereof and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Source Xxxxxx Xxxxxxxx Benefit Plans. If so advised by NDC at least 30 days prior to the Effective Time, Source, on behalf of itself Premier and each Source Entity, Premier Bank as appropriate shall terminate its participation in the Source Informatics America, PMSI Xxxxx-enter into a three year employment agreement with Xxxxx X. Xxxxx, a two year employment agreement with Xxxxxx X. Xxxxxxxxx and contracts with Xxxxx America Retirement Plan (X. Xxxxxx, Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxxxxxx in substantially the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan forms attached hereto as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service to the effect that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the planExhibits 5-9.

Employee Benefits and Contracts. (a) Following the Effective Time, NDC ------------------------------- Newco at its election shall either (i) provide generally to officers and employees of Union Planters and its Subsidiaries, who at or after the Source Entities Effective Time become employees of Newco or its Subsidiaries ("Union Planters Continuing Employees"), employee benefits under employee benefit Compensation and welfare plans Benefit Plans maintained by Newco, on terms and conditions which when taken are the same as a whole are substantially similar to those currently provided by the NDC Entities to their for similarly situated officers and employeesemployees of Regions and its Subsidiaries, who at or after the Effective Time become employees of Newco or its Subsidiaries ("Regions Continuing Employees"), or (ii) maintain for the benefit of the Union Planters Continuing Employees, the Compensation and Benefit Plans maintained by Union Planters immediately prior to the First Effective Time; provided that Newco may amend any Compensation and Benefit Plan maintained by Union Planters immediately prior to the First Effective Time to comply with any Law or as necessary and appropriate for other business reasons. Following the First Effective Time, Newco at its election shall either (i) provide generally to Regions Continuing Employees, employee benefits under Compensation and Benefit Plans maintained by Newco, on terms and conditions which are the same as for similarly situated Union Planters Continuing Employees, or (ii) maintain for the benefit of the Regions Continuing Employees, the Compensation and Benefits Plans maintained by Regions immediately prior to the First Effective Time; provided that Newco may amend any Compensation and Benefit Plan maintained by Regions immediately prior to the Effective Time to comply with any Law or as necessary and appropriate for other business reasons. For purposes of this Section 5.17, Compensation and Benefit Plans maintained by Regions or Union Planters are deemed to include Compensation and Benefit Plans maintained by their respective Subsidiaries. (b) For purposes of participation, vesting and benefit accrual (except in the case not for purposes of NDC retirement plans) benefit accrual with respect to any plan in which such credit would result in a duplication of benefits) under NDCNewco's employee benefit plansCompensation and Benefit Plans, the service with or credited by Union Planters or any of the employees its Subsidiaries or any of the Source Entities prior to the Effective Time their predecessors or Regions or any of its Subsidiaries or any of their predecessors shall be treated as service with a NDC Entity participating in such employee Newco; provided that this provision shall not cause Regions' tax-qualified defined benefit planspension plan (which is not open to new participants) to be opened to new participants. NDC also To the extent permitted under applicable Law, Newco shall cause welfare Compensation and Benefit Plans maintained by Newco that cover the Surviving Corporation Union Planters Continuing Employees or Regions Continuing Employees ("Continuing Employees") after the Effective Time to (i) waive any waiting period and its Subsidiaries 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 Union Planters or Regions), and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Union Planters Continuing Employees or Regions Continuing Employees under welfare Compensation and Benefit Plans maintained by Union Planters or Regions, respectively, to honor be credited to such Continuing Employees under welfare Compensation and Benefit Plans maintained by Newco, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by such Continuing Employees under welfare Compensation and Benefit Plans maintained by Newco. (c) From the First Effective Time or the Effective Time, as the case may be, until December 31, 2005, Newco shall cause each medical Compensation and Benefit Plan maintained by Union Planters or Regions, respectively, to continue in effect for the benefit of the Union Planters Continuing Employees or Regions Continuing Employees, respectively, so long as such Continuing Employees remain eligible to participate and until they shall become eligible to become participants in the corresponding medical Compensation and Benefit Plans maintained by Newco (and, with respect to any such plan or program, subject to complying with the eligibility requirements after taking into account the service crediting and other provisions set forth above and subject to the right of Newco to terminate such plan or program). (d) Nothing in this Section 5.17 shall be interpreted as preventing Newco, from and after the Effective Time, from amending, modifying or terminating any Compensation and Benefit Plans maintained by Regions, Compensation and Benefit Plans maintained by Union Planters, or other Contracts, arrangements, commitments or understandings, in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the Source Disclosure Memorandum to NDC between any Source 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 Source Benefit Plans. If so advised by NDC at least 30 days prior to the Effective Time, Source, on behalf of itself and each Source Entity, shall terminate its participation in the Source Informatics America, PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service to the effect that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the planapplicable Law.

Employee Benefits and Contracts. (a) Following the Effective Time, NDC ------------------------------- CBAC shall provide generally to officers and employees of the Source BOE Entities employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of CBAC Common Stock), including CBAC’s severance plan, on terms and conditions which when taken as a whole are substantially similar comparable to or better than those currently then provided by the NDC BOE Entities to their similarly situated officers and employees. For purposes of participation, vesting and (except in the case of NDC retirement plans) benefit accrual under NDC's any of CBAC’s employee benefit plans, whether new or existing, the service of the employees of the Source BOE Entities prior to the Effective Time shall be treated as service with a NDC CBAC Entity participating in such employee benefit plans. (b) Upon the execution of this Agreement, each of BOE’s directors and executive officers shall execute and deliver to CBAC a Support Agreement in the form attached to this Agreement as Exhibit E. (c) CBAC will enter into employment agreements, which will become effective as of the Effective Time, with Gxxxxx X. Longest, Jr. and Bxxxx X. Xxxxxx in a form substantially similar to the forms attached hereto as Exhibit F-1 and Exhibit F-2, respectively, and with Bxxxx X. Xxxxx in a form to be mutually agreed upon after the execution of this Agreement. NDC CBAC will also enter into change of control agreements, which will become effective as of the Effective Time, with the individuals listed on Exhibit C and Exhibit D that will provide certain severance payments and benefits in the event of a termination of employment under certain circumstances following a change of control of CBAC, which agreements will include terms and conditions that are no less favorable to such individuals than their existing change of control agreements with BOE or TFC, as applicable Upon execution of this Agreement, Axxxxxxxx X. Xxxxxxx, Xx. shall cause have entered into a Retention Agreement with CBAC in the form attached to this Agreement as Exhibit G and each of the other members of the Board of Directors of the Surviving Corporation designated by BOE shall have executed and its Subsidiaries delivered to honor CBAC a Retention Agreement in accordance with their terms all employmentthe form attached hereto as Exhibit H. These agreements shall become effective at the Effective Time and shall replace any existing employment agreements between these persons and BOE or the Bank, severance, consulting which shall terminate and other compensation Contracts have no further force or effect. (d) BOE has disclosed in Section 8.13 8.9(d) of the Source BOE Disclosure Memorandum to NDC between any Source Entity and any current or former director, officer, or employee thereof, and all provisions each Person whom it reasonably believes may be deemed an “affiliate” of BOE for vested benefits or other vested amounts earned or accrued through the Effective Time purposes of Rule 145 under the Source Benefit Plans. If so advised by NDC at least Securities Act, which Persons are set forth in Exhibit I. XXX shall use its reasonable efforts to cause each such Person to deliver to CBAC not later than 30 days prior to the Effective Time, Sourcea written agreement, on behalf in substantially the form of itself Exhibit J, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of BOE Common Stock held by such Person except as contemplated by such agreement or by this Agreement and each Source Entitywill not sell, pledge, transfer or otherwise dispose of the shares of CBAC Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the Securities Act and the rules and regulations thereunder (and CBAC shall terminate its participation in be entitled to place restrictive legends upon certificates for shares of CBAC Common Stock issued to affiliates of BOE pursuant to this Agreement to enforce the Source Informatics Americaprovisions of this Section 8.9). CBAC shall not be required to maintain the effectiveness of the Registration Statement under the Securities Act of the purposes of resale of CBAC Common Stock by such affiliates. (e) The Surviving Corporation will, PMSI Xxxxx-Xxxxx, as of and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding after the Effective Time. The amendment , assume and honor all employment agreements, severance agreements and deferred compensation agreements that any BOE Entity may have with its current and former officers and directors and which are set forth in Section 8.9(e) of the BOE Disclosure Memorandum, except to the 401(k) Plan which effects extent any such termination agreements shall be adopted no later than ten (10) days prior to superseded on or after the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service to the effect that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the plan.

Employee Benefits and Contracts. Following the Effective TimeDate, NDC ------------------------------- United or any Affiliate (within the meaning of Section 6.5.2(f) below) of United (collectively, the "United Group") shall provide generally to officers officers, employees and former employees of Clayton who continue xxxxxxment with the Source Entities United Group employee benefits under employee benefit and welfare plans on terms and conditions which which, when taken as a whole whole, are substantially similar to those then currently provided by the NDC Entities United Group to their its other similarly situated officers officers, employees and former employees. For purposes of participationeligibility to participate and any vesting determinations in connection with the provision of any such employee benefits, vesting and (except in the case of NDC retirement plans) benefit accrual under NDC's employee benefit plans, the service of the employees of the Source Entities with Clayton prior to the Effective Time Xxxxxxive Date shall be treated as service with a NDC Entity participating in such employee benefit planscounted. NDC The United Group shall also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting consulting, option and other compensation Contracts contracts of a compensatory nature to the extent disclosed in Section 8.13 of the Source Clayton Disclosure Memorandum to NDC Mxxxxxxxum between any Source Entity Clayton and any current or currxxx xx former director, officer, officer or employee thereofthereof and no other contracts of a compensatory nature to the extent disclosed in the Clayton Disclosure Mxxxxxxxum between Clayton and any currxxx xx former director, officer or employee thereof and all provisions for vested benefits or no other vested amounts earned or accrued through contracts of the types described that are not so disclosed shall be deemed to be assumed by the United Group by reason of this Section 3.12. If, during the calendar year in which falls the Effective Time under Date, the Source Benefit Plans. If so advised by NDC at least 30 days prior to the Effective Time, Source, on behalf of itself and each Source Entity, United Group shall terminate its participation in the Source Informatics Americaany "group health plan", PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(44980B(g)(2) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's , in which one or its successor's receipt of a letter from the Internal Revenue Service more Clayton employees paxxxxxxxted immediately prior to the effect that the Source Entities' termination of participation Effective Date (a "Clayton Plan"), Unitxx xxxxl cause any successor group health plan to waive any underwriting requirements; to give credit for any such Clayton employee's pxxxxxxxation in the 401(k) Clayton Plan prior tx xxx Xffective Date for purposes of applying any pre-existing condition limitations set forth therein; and to give credit for covered expenses paid by any such Clayton employee undxx x Xxayton Plan prior tx xxx Xffective Date towards satisfaction of any annual deductible limitation and out-of pocket maximum applied under such successor group health plan. The United Group also shall be considered a successor employer for and shall provide to "qualified beneficiaries", determined immediately prior to the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status Effective Date, under any Clayton Plan approprxxxx "xontinuation coverage" (as those terms are defined in Section 401(a) 4980B of the Internal Revenue Code. The effectiveness of Source's termination of its participation in ) following the 401(k) Effective Date under either the Clayton Plan may be contingent upon or any xxxxxxxor group health plan maintained by the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the planUnited Group.

Employee Benefits and Contracts. (a) Following the Effective Time, NDC ------------------------------- CCBG shall provide generally to officers and employees of the Source Entities FMB employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of CCBG Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NDC CCBG Entities to their similarly situated officers and employees. CCBG shall waive any pre-existing condition exclusion under any employee health plan for which any employees and/or officers and dependents covered by FMB Benefit Plans as of Closing shall become eligible by virtue of the preceding sentence, to the extent (i) such pre-existing condition was covered under the corresponding plan maintained by FMB and (ii) the individual affected by the pre-existing condition was covered by FMB's corresponding plan on the date which immediately precedes the Effective Time, provided further, however, that any portion of a pre-existing condition exclusion period imposed by a CCBG employee health plan shall not be enforced to the extent it exceeds in duration any corresponding provision in effect under an FMB Benefit Plan immediately prior to Closing. In addition, CCBG shall credit FMB employees for amounts paid under FMB Benefit Plans for the applicable plan year that contains the Closing Date for purposes of applying deductibles, co-payments and out-of-pocket limitations under CCBG health plans. For purposes of participation, participation and vesting and (except in the case of NDC retirement plansbut not benefit accrual) benefit accrual under NDCCCBG's employee benefit plans, the service of the employees of the Source FMB Entities prior to the Effective Time shall be treated as service with a NDC CCBG Entity participating in such employee benefit plans. (b) CCBG, CCB and FMB expressly agree that CCBG and CCB shall not adopt or maintain the FMB Profit Sharing Plan for the benefit of any employee previously or currently employed by FMB. NDC also As of the Closing Date, each FMB Profit Sharing Plan participant shall cease to accrue any benefits under the FMB Profit Sharing Plan. Not less than three (3) days prior to the Closing Date, FMB shall have taken all steps necessary to terminate the FMB Profit Sharing Plan (or shall have taken all steps necessary to terminate the participation of any other entity in the FMB Profit Sharing Plan). In connection with the foregoing, FMB shall cause each adopting employer of the FMB Profit Sharing Plan to adopt appropriate resolutions authorizing and directing the termination of (or the termination of participation in) the FMB Profit Sharing Plan, fully vesting each participant's account balances within the FMB Profit Sharing Plan, prohibiting contributions with respect to all periods after the FMB Profit Sharing Plan's termination date, and requiring the officers of each adopting employer to provide each participant with a notice of termination with respect to the FMB Profit Sharing Plan prior to the Closing Date. In addition, FMB shall cause the Surviving Corporation employers that have adopted the FMB Profit Sharing Plan to prepare and its Subsidiaries adopt, not less than three (3) days prior to honor the Closing Date, an amendment to the FMB Profit Sharing Plan that shall provide for all necessary and appropriate modifications to the terms of the FMB Profit Sharing Plan in order to provide for the termination of contributions, fully-vested account balances, and the distribution of account balances after a favorable determination letter has been obtained from the Internal Revenue Service with respect to the termination of the FMB Profit Sharing Plan. FMB, CCBG, and CCB agree to request a favorable determination letter from the Internal Revenue Service with respect to such termination, and to facilitate distributions to participants in accordance with their terms the requirements of applicable Treasury Regulations after they have received a favorable determination letter. Not less than three (3) days prior to the Closing, FMB shall provide CCBG and CCB with copies of all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 documentation associated with the termination of the Source Disclosure Memorandum FMB Profit Sharing Plan. (c) FMB shall freeze the Farmers and Merchants Bank Dublin Defined Benefit Pension Plan (the "FMB Defined Benefit Plan") effective as of the Closing Date so that no new participant may thereafter enter the FMB Defined Benefit Plan and so that benefit accruals cease as to NDC between existing participants from and after the Closing Date. In connection with the foregoing, FMB shall cause each adopting employer of the FMB Defined Benefit Plan to adopt appropriate resolutions authorizing and directing the freezing of the FMB Defined Benefit Plan and requiring the officers of each adopting employer to provide each participant with a notice of termination with respect to the freezing of the FMB Defined Benefit Plan at least fifteen (15) days prior to the Closing Date. In addition, FMB shall cause the employers that have adopted the FMB Defined Benefit Plan to prepare and adopt, not later than the Closing Date, an amendment to the FMB Defined Benefit Plan that shall provide for all necessary and appropriate modifications to the terms of the FMB Defined Benefit Plan in order to provide for the freezing, as contemplated hereinabove. Not later than three (3) days prior to the Closing Date, FMB shall provide CCBG and CCB with copies of all documentation associated with the freezing of the FMB Defined Benefit Plan. (d) FMB will take all actions reasonably necessary prior to the Closing 40 > Date to satisfy the requirements of Treasury Regulations Section 1.401(a)(4)- 5(b)(3) as those requirements apply to the lump sum distribution paid from the FMB Defined Benefit Plan on or about December 31, 2003. Such actions shall include any Source Entity and all actions by FMB that may be necessary, including, but not limited to, those contemplated by IRS Revenue Procedure 2003-44 and, if and to the extent applicable, the filing of any current report to the Pension Benefit Guaranty Corporation under PBGC Regulations Section 4043.27, unless an appropriate exemption from filing is available. FMB shall consult with CCBG prior to taking any such actions and shall provide for CCBG's input in connection with any IRS or former directorPBGC submissions, officerfilings, or employee thereofapplications, and all provisions shall provide CCBG at Closing with documentation of the actions ultimately implemented. (e) Although the actuarial valuation for vested benefits the FMB Defined Benefit Plan as of January 1, 2004 has not been completed as of the date of this Agreement, FMB expects that as of January 1, 2004, the current liability under the FMB Defined Benefit Plan as of that date will be in excess of its assets. Subject to any limitations under the Internal Revenue Code governing the amount of deductible contributions to a tax-qualified pension plan like the FMB Defined Benefit Plan, FMB will make one or other vested amounts earned more contributions to the FMB Defined Benefit Plan prior to the Closing Date that, in the aggregate, equal or accrued exceed the amount by which the current liability, determined as of a date prior to the Closing Date that is mutually agreed to by the parties, exceeds the value of the assets of the FMB Defined Benefit Plan as of such date. In making such determination, the actuary for the FMB Defined Benefit Plan shall assume that the plan has been frozen, as contemplated by Section 7.14(c) above. FMB shall provide CCBG with a copy of the January 1, 2004 actuarial valuation as soon as practicable following its issuance and shall provide CCBG at Closing with documentation of the contributions it makes to the FMB Defined Benefit Plan from January 1, 2004 through the Closing Date. (f) With respect to the FMB Defined Benefit Plan, any material deficiencies, violations, reportable conditions, or unfunded current liabilities that are identified in writing by CCBG to FMB shall be resolved and paid for by FMB to the reasonable satisfaction of CCBG prior to the Effective Time Time. FMB shall provide CCBG with evidence reasonably satisfactory to CCBG that the items so identified have been cured or that, under the Source Benefit Planscircumstances, FMB has taken all reasonable steps to cure such identified items prior to the Effective Time. If so advised by NDC practicable under the circumstances, FMB shall provide such evidence at least 30 10 days prior to the Effective Time, Source, on behalf of itself and each Source Entity, shall terminate its participation in the Source Informatics America, PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service to the effect that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the plan.

Employee Benefits and Contracts. Following the Effective Time, NDC ------------------------------- Summit Bank shall provide generally to officers and employees of the Source Entities Concord (who continue employment with Summit Bank or any of its Subsidiaries) employee benefits under employee benefit and welfare plans on terms and conditions which which, when taken as a whole whole, are substantially similar to those then currently provided by the NDC Entities Summit Bank to their its other similarly situated officers and employees. For purposes of participation, vesting and (except in the case of NDC retirement plans) benefit accrual (but only for purposes of determining benefits accruing under NDC's 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 determinations in connection with the provision of any such employee benefit plansbenefits, the service of the employees of the Source Entities with Concord prior to the Effective Time Date shall be treated as service with a NDC Entity participating in such employee benefit planscounted. NDC Summit Bank shall also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms (and, to the extent necessary to effect compliance with the requirements of Section 409A and Notice 2005-1, shall amend) all employment, severance, Concord Benefit Plans and consulting and other compensation Contracts contracts of a compensatory nature to the extent disclosed in Section 8.13 of the Source Concord Disclosure Memorandum to NDC between any Source Entity Concord and any of its current or former directordirectors, officeremployees, independent contractors, or employee thereofretirees, or their spouses or dependants, and all provisions for vested benefits no other contracts of the types described that are not so disclosed shall be deemed to be assumed by Summit Bank by reason of this Section 8.9. If, during the calendar year in which falls the Effective Time, Summit Bank shall terminate any “group health plan,” within the meaning of Section 4980B(g)(2) of the Internal Revenue Code, in which one or other vested amounts earned more Concord employees, directors, retirees or accrued through independent contractors, or their spouses or dependants, participated immediately prior to the Effective Time (a “Concord Plan”), Summit Bank shall use its best efforts to cause any successor group health plan to waive any underwriting requirements; to give credit for any such person’s participation in the Concord 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 person under a Concord Plan prior to the Source Benefit PlansEffective Time towards satisfaction of any annual deductible limitation and out-of pocket maximum applied under such successor group health plan. If so advised by NDC at least 30 days Summit Bank also shall be considered a successor employer for and shall provide to “qualified beneficiaries,” determined immediately prior to the Effective Time, Source, on behalf of itself and each Source Entity, shall terminate its participation under any Concord Plan appropriate “continuation coverage” (as those terms are defined in the Source Informatics America, PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) 4980B of the Internal Revenue Code) following the Effective Time under either the Concord Plan or any successor group health plan maintained by Summit Bank. At the request of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service Summit Bank, Concord will take all appropriate action to terminate, prior to the effect Effective Time, any Concord ERISA Plan that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's is intended to be qualified status under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the plan.

Employee Benefits and Contracts. Following the Effective Time, NDC ------------------------------- SBKC shall provide generally to officers and employees of the Source Entities SouthBank (who continue employment with SBKC or any of its Subsidiaries) employee benefits under employee benefit and welfare plans on terms and conditions which which, when taken as a whole whole, are substantially similar to those then currently provided by the NDC Entities SBKC to their its other similarly situated officers and employees. For purposes of participation, vesting and (except in the case of NDC retirement plans) benefit accrual (but only for purposes of determining benefits accruing under NDC's 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 determinations in connection with the provision of any such employee benefit plansbenefits, the service of the employees of the Source Entities with SouthBank prior to the Effective Time Date shall be treated as service with a NDC Entity participating in such employee benefit planscounted. NDC SBKC shall also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting consulting, option and other compensation Contracts contracts of a compensatory nature to the extent disclosed in Section 8.13 of the Source SouthBank Disclosure Memorandum to NDC between any Source Entity SouthBank and any current or former director, officer, officer or employee thereof, and all provisions for vested benefits no other contracts of the types described that are not so disclosed shall be deemed to be assumed by SBKC by reason of this Section 8.13. If, during the calendar year in which falls the Effective Time, SBKC shall terminate any “group health plan,” within the meaning of Section 4980B(g)(2) of the Internal Revenue Code, in which one or other vested amounts earned or accrued through more SouthBank employees participated immediately prior to the Effective Time (a “SouthBank Plan”), SBKC shall use its best efforts to cause any successor group health plan to waive any underwriting requirements; to give credit for any such SouthBank employee’s participation in the SouthBank 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 SouthBank employee under a SouthBank Plan prior to the Source Benefit PlansEffective Time towards satisfaction of any annual deductible limitation and out-of pocket maximum applied under such successor group health plan. If so advised by NDC at least 30 days SBKC also shall be considered a successor employer for and shall provide to “qualified beneficiaries,” determined immediately prior to the Effective Time, Source, on behalf of itself and each Source Entity, shall terminate its participation under any SouthBank Plan appropriate “continuation coverage” (as those terms are defined in the Source Informatics America, PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) 4980B of the Internal Revenue Code) following the Effective Time under either the SouthBank Plan or any successor group health plan maintained by SBKC. At the request of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service SBKC, SouthBank will take all appropriate action to terminate, prior to the effect Effective Time, any retirement plan maintained by SouthBank that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's is intended to be qualified status under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the plan.

Employee Benefits and Contracts. (a) Following the Effective Time, NDC ------------------------------- Regions at its election shall either (i) provide generally to officers and employees of the Source Entities Xxxxxx Companies, who at or after the Effective Time become employees of a Regions Company ("Continuing Employees"), employee benefits under employee benefit and welfare plans plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NDC Entities Regions Companies to their similarly situated officers and employees. For purposes , or (ii) maintain for the benefit of participationthe Continuing Employees, vesting and the employee benefits plans maintained by Xxxxxx and/or any Xxxxxx Subsidiary immediately prior to the Effective Time, provided that after the Effective Time there is no material reduction (except determined on an overall basis) in the benefits provided under the Xxxxxx employee benefit plans. (b) In the case of NDC retirement plansRegions' election to provide employee benefits under Section 8.10(a)(i) benefit of this Agreement, for purposes of participation and vesting (but not accrual of benefits) under NDC's Regions' employee benefit plans, (i) service under any qualified defined benefit plans of any Xxxxxx Company or any of its predecessors shall be treated as service under Regions' qualified defined benefit plans, (ii) service under any qualified defined contribution plans of any Xxxxxx Company or any of its predecessors shall be treated as service under Regions' qualified defined contribution plans, and (iii) service under any other employee benefit plans of any Xxxxxx Company or any of its predecessors shall be treated as service under any similar employee benefit plans maintained by Regions. Regions shall cause the service Regions welfare benefit plans that cover the Continuing Employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or insurability (except for pre-existing conditions that were excluded under Xxxxxx'x welfare benefit plans), and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under Xxxxxx'x welfare benefit plans to be credited to such Continuing Employees under the Regions welfare benefit plans, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the Regions welfare benefit plans. The continued coverage of the employees of Continuing Employees under the Source Entities employee benefits plans maintained by Xxxxxx and/or any Xxxxxx Subsidiary immediately prior to the Effective Time during a transition period continuing for a reasonable period of time after the Effective Time shall be treated as service deemed to provide the Continuing Employees with a NDC Entity participating benefits that are no less favorable than those offered to other employees of Regions and its Subsidiaries, provided that after the Effective Time there is no material reduction (determined on an overall basis) in such the benefits provided under the Xxxxxx employee benefit plans. NDC also . (c) Regions shall and shall cause the Surviving Corporation Xxxxxx and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting consulting, and other compensation Contracts disclosed in Section 8.13 Sections 7.2 or 8.10 of the Source Xxxxxx Disclosure Memorandum to NDC Regions between any Source Entity Xxxxxx Company and any current or former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Source Xxxxxx Benefit Plans. If so advised by NDC at least 30 days prior Regions shall be responsible for the fees related to the Effective Time, Source, on behalf of itself and each Source Entity, shall terminate its participation in the Source Informatics America, PMSI Xxxxx-Xxxxx, and Xxxxx America Retirement Plan (the "401(k) Plan"), effective no later than the day preceding the Effective Time. The amendment to the 401(k) Plan which effects such termination shall be adopted no later than ten (10) days prior to the Effective Time. Immediately following its adoption, Source shall provide NDC with a copy of such amendment which (i) terminates Source's participation in the plan, (ii) fully vests employees of each Source Entity in their account balances under the 401(k) Plan as of the effective date of the termination; and (iii) provides for lump sum distributions (which shall be "eligible rollover distributions," within the meaning of Section 402(c)(4) of the Internal Revenue Code) of the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service to the effect that the Source Entities' termination of participation in the 401(k) Plan and the subsequent distribution of the participants' accounts thereunder does not adversely affect the 401(k) Plan's qualified status under Section 401(a) of the Internal Revenue Code. The effectiveness of Source's termination of its participation in the 401(k) Plan may be contingent upon the receipt of such a letter from the IRS. Under no circumstances may an employee of any Source Entity, prior to the receipt of such a determination letter, receive a distribution from the 401(k) Plan on account of Source's termination of its participation in the planXxxxxx Benefit Plans.