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 ------------------------------- Purchaser shall provide generally to officers and employees of the Source Target Entities (who continue employment with Purchaser 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 Purchaser 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) and for purposes of determining eligibility to participate and vesting determinations in connection with the provision of any such employee benefit plansbenefits generally, service with the service of the employees of the Source Target Entities prior to the Effective Time Date shall be treated as service with a NDC Entity participating in such employee benefit planscounted. NDC Purchaser 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 Target Disclosure Memorandum to NDC between any Source Target 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 Purchaser by reason of this Section 8.12. If Purchaser shall terminate any “group health plan,” within the meaning of Section 4980B(g)(2) of the Internal Revenue Code, in which one or other vested amounts earned or accrued through more employees of a Target Entity participated immediately prior to the Effective Time (a “Company Health Plan”), Purchaser shall use its best efforts to cause any successor group health plan to waive any underwriting requirements; to give credit for any such employee’s participation in the Company Health Plan prior to the Effective Time for purposes of applying any waiting period and/or pre-existing condition limitations set forth therein; and, if such transition occurs during the middle of the plan year for such a Company Health Plan, to give credit towards satisfaction of any annual deductible limitation and out-of pocket maximum applied under such successor group health plan for any deductible amounts and co-payments previously paid by any such employee respecting his or her participation in that Company Health Plan during that plan year prior to the Source Benefit PlansEffective Time. If so advised by NDC at least 30 days Purchaser 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 Target 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 Target Plan or any successor group health plan maintained by Purchaser. At the request of Purchaser, the participants' accrued benefits as soon as practicable following Source's or its successor's receipt of a letter from the Internal Revenue Service Target Entities will take all appropriate action to terminate, prior to the effect Effective Time, any retirement plan maintained by the Target 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 ------------------------------- 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 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. (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 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 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 Section 8.12 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 planONSB Disclosure Memorandum.

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 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 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. 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------------------------------- Date, NDC ------------------------------- United shall provide generally to officers officers, employees and former employees of the Source Entities North Point 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 North Point 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 North Point Disclosure Memorandum to NDC between any Source Entity North Point 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 North Point employees participated immediately prior to the effect that the Source Entities' termination of Effective Date (a "North Point Plan"), United shall cause any successor group health plan to waive any underwriting requirements; to give credit for any such North Point employee's participation in the 401(k) North Point 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 North Point employee under a North Point 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 North Point 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 North Point 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) 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. For purposes ; provided, that, for a period of participationtwelve (12) months after the Effective Time, vesting 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 (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 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 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 no later than nine (9) months following 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 TimeDate, NDC ------------------------------- United shall provide generally to officers and employees of the Source Entities Eagle 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 Eagle to transfer through a rollover contribution their proceeds from any Eagle 401(k) plan into a separate third party individual retirement account, provided that the Eagle Board of Directors must adopt resolutions to terminate the 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 Eagle who continue employment with United, service with Eagle prior to the Effective Time Date shall be treated as service with a NDC Entity participating in such employee benefit planscounted. NDC Except for the termination of any Eagle 401(k) plan and that certain Employment Agreement between Eagle and Xxxxxx X. Xxxxxxx, which shall be terminated prior to Closing pursuant to Section 7.9 hereof, and the stock options held by Eagle officers and directors, which will be exchanged for cash pursuant to the Merger Agreement, United shall also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting consulting, and other compensation Contracts contracts of a compensatory nature to the extent disclosed in Section 8.13 of the Source Eagle Disclosure Memorandum to NDC between any Source Entity Eagle 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 Eagle employees participated immediately prior to the effect that Effective Date (an "Eagle 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 Eagle employee's participation in the 401(k) Eagle 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 Eagle employee under an Eagle 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 Eagle Plan appropriate "continuation coverage" (as those terms are defined in Section 401(a) 4980B of the Internal Revenue Code) following the Effective Date under either the Eagle Plan or any successor group health plan maintained by United. 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.ARTICLE IV

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 ------------------------------- YVB shall provide generally to officers and employees of the Source Entities Cardinal (who continue employment with Yadkin Valley or any of its Subsidiaries, other than any officer or employee who agrees in writing to alternative arrangements) employee benefits under employee benefit and welfare plans on terms and conditions which when taken as a whole are substantially similar to and no less favorable than those then currently provided by the NDC Entities YVB 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 Cardinal Entities prior to the Effective Time Date shall be treated as service with a NDC Entity participating in such employee benefit planscounted. NDC also If YVB shall cause terminate any “group health plan,” within the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in meaning of Section 8.13 4980B(g)(2) of the Source Disclosure Memorandum Internal Revenue Code, in which one or more employees of a Cardinal Entity participated immediately prior 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 (a “Company Health Plan”), YVB shall use its best efforts to cause any successor group health plan to waive any underwriting requirements; to give credit for any such employee’s participation in the Company Health Plan prior to the Effective Time for purposes of applying any waiting period and/or pre-existing condition limitations set forth therein; and, if such transition occurs during the middle of the plan year for such a Company Health Plan, to give credit towards satisfaction of any annual deductible limitation and out-of pocket maximum applied under such successor group health plan for any deductible amounts and co-payments previously paid by any such employee respecting his or her participation in that Company Health Plan during that plan year prior to the Source Benefit PlansEffective Time. If so advised by NDC at least 30 days At the request of YVB, Cardinal will take all appropriate action to terminate, 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 any retirement plan maintained by Cardinal that is intended 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 Notwithstanding anything in this Agreement to the contrary, (i) no provision of Source's termination of its participation in the 401(kthis Agreement (A) Plan may shall constitute, or be contingent upon the receipt of such a letter from the IRS. Under no circumstances may considered or interpreted to constitute, an employee benefit plan or other arrangement, a provision of any Source Entityemployee benefit plan or other arrangement, prior an amendment of any employee benefit plan or other arrangement, a commitment to the receipt amend an employee benefit plan or other arrangement, or (B) shall otherwise provide any employee or other service provider any rights or entitlements under this Agreement, including, without limitation, in respect of such a determination letterany employee benefit plan or other arrangement, receive a distribution from the 401(kand (ii) Plan on account of Source's termination of its participation no employee, service provider or other third party shall be entitled to claim any right, entitlement or other benefit under or in the planrelation to this Agreement.

Employee Benefits and Contracts. (a) Following the Effective Time, NDC ------------------------------- Seacoast shall provide generally to officers and employees of the Source PSHC Entities employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of Seacoast Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NDC Seacoast Entities to their similarly situated officers and employees; provided, that, for a period of 12 months after the Effective Time, Seacoast shall provide generally to officers and employees of PSHC Entities severance benefits in accordance with the policies of either (i) PSHC as disclosed in Section 8.14 of the PSHC Disclosure Memorandum, or (ii) Seacoast, whichever of (i) or (ii) will provide the greater benefit to the officer or employee. Seacoast shall waive any pre-existing condition exclusion under any employee health plan for which any employees and/or officers and dependents covered by PSHC plans as of Closing of the PSHC Entities 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 the PSHC Entity and (ii) the individual affected by the pre-existing condition was covered by the PSHC Entity's corresponding plan on the date which immediately precedes the Effective Time, provided that PSHC has disclosed in Section 8.14 of the PSHC Disclosure Memorandum and at Closing that none of its employees, officers or other participants or their respective dependents, to the best of PSHC and PSNB's knowledge and belief, have any long-term disabilities or conditions, which in the reasonable judgment of Seacoast would materially adversely affect the claims experience and/or costs of any employee benefit plan or insurance maintained by or through any Seacoast Entity. For purposes of participation, vesting and (except in the case of NDC Seacoast retirement plans) benefit accrual under NDCSeacoast's employee benefit plans, the service of the employees of the Source PSHC Entities prior to the Effective Time shall be treated as service with a NDC Seacoast Entity participating in such employee benefit plans. NDC Seacoast 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 8.14 of the Source PSHC Disclosure Memorandum to NDC Seacoast between any Source PSHC 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 PSHC 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------------------------------- Date, NDC ------------------------------- United shall provide generally to officers officers, employees and former employees of the Source Entities Independent 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 Independent 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 Independent Disclosure Memorandum to NDC between any Source Entity Independent 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 Independent employees participated immediately prior to the effect that the Source Entities' termination of Effective Date (a "Independent Plan"), United shall cause any successor group health plan to waive any underwriting requirements; to give credit for any such Independent employee's participation in the 401(k) Independent 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 Independent employee under a Independent 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 Independent 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 Independent 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 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 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 ------------------------------- but in no event earlier than the consolidation of Ambanc's depository institution Subsidiaries with UPC's depository institution Subsidiaries, UPC shall provide generally to officers and employees of the Source Entities Ambanc Companies (the "Continuing Employees"), 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 UPC Companies to their similarly situated officers and employees. For purposes of participation, vesting vesting, and benefit accruals (except in the case but not accrual of NDC benefits under UPC's tax-qualified retirement plans) benefit accrual under NDC's such employee benefit plans, the (i) service under any qualified defined benefit or contribution plans of the employees of the Source Entities prior to the Effective Time Ambanc shall be treated as service with a NDC Entity participating in under UPC's qualified defined benefit or contribution plans and (ii) service under any other employee benefit plans of Ambanc shall be treated as service under any similar employee benefit plans maintained by UPC. UPC shall cause the UPC welfare benefit plans that cover the Continuing Employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or insurability and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under Ambanc's welfare benefit plans to be credited to such employee Continuing Employees under the UPC welfare benefit plans, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the UPC welfare benefit plans. NDC Prior to the commencement of the Continuing Employee's participation in the UPC employee benefit plans and programs, the benefit coverage of, and participation in benefit plans by, the Continuing Employees shall continue under the Ambanc Benefit Plans, as in effect immediately prior to the Effective Time. During such transition period, the coverage under and participation in the Ambanc Benefit Plans shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of UPC and its Subsidiaries. Except as expressly provided in the Supplemental Letter, UPC also shall cause the Surviving Corporation Ambanc and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting consulting, and other compensation Contracts disclosed in Section 8.13 of the Source Ambanc Disclosure Memorandum to NDC UPC between any Source Entity Ambanc Company and any current or former director, officer, independent contractor, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through of the Effective Time under the Source Ambanc 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 ------------------------------- ASB shall provide generally to officers and employees of the Source Entities FCB (who continue employment with Atlantic Southern 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 ASB to their its other similarly situated officers and employees. For avoidance of doubt, other than with respect to Xxxxxxx Xxxxxx, who will not receive an offer of employment with ASB, ASB shall provide employment to all officers of FCB. For purposes of 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 FCB Entities prior to the Effective Time Date shall be treated as service with a NDC Entity participating in such employee benefit planscounted. NDC ASB 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 FCB Disclosure Memorandum to NDC between any Source FCB 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 ASB by reason of this Section 8.12. If ASB shall terminate any “group health plan,” within the meaning of Section 4980B(g)(2) of the Internal Revenue Code, in which one or other vested amounts earned or accrued through more employees of a FCB Entity participated immediately prior to the Effective Time (a “Company Health Plan”), there will be no underwriting requirements, and all employees and officers of FCB who continue employment with Atlantic Southern or any of its Subsidiaries shall receive coverage under ASB’s current group health plan. Such health plan will give credit for any such employee’s participation in the Source Benefit PlansCompany Health Plan prior to the Effective Time for purposes of applying any waiting period and/or pre-existing condition limitations set forth therein; and, if such transition occurs during the middle of the plan year for such a Company Health Plan, to give credit towards satisfaction of any annual deductible limitation and out-of pocket maximum applied under such successor group health plan for any deductible amounts and co-payments previously paid by any such employee respecting his or her participation in that Company Health Plan during that plan year prior to the Effective Time. If so advised by NDC at least 30 days ASB 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 FCB 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 FCB Plan or any successor group health plan maintained by ASB. 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 ASB, FCB will take all appropriate action to terminate, prior to the effect Effective Time, any retirement plan maintained by FCB 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 , and, notwithstanding anything in this Agreement to the 401(k) Plan may contrary, any and all such action taken by FCB shall not constitute, and shall be contingent upon the receipt of such deemed not to constitute, a letter from the IRS. Under no circumstances may an employee breach or other violation of any Source Entityterm, prior to the receipt condition or other provision of such a determination letterthis Agreement (including, receive a distribution from the 401(k) Plan on account without limitation, any covenant, representation, warranty or other provision of Source's termination of its participation in the planthis Agreement).

Employee Benefits and Contracts. (a) Following the Effective Time, NDC ------------------------------- Seacoast shall provide generally to officers and employees of the Source PSHC Entities employee benefits under employee benefit and welfare plans (other than stock option or other plans involving the potential issuance of Seacoast Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the NDC Seacoast Entities to their similarly situated officers and employees; provided, that, for a period of 12 months after the Effective Time, Seacoast shall provide generally to officers and employees of PSHC Entities severance benefits in accordance with the policies of either (i) PSHC as disclosed in Section 8.14 of the PSHC Disclosure Memorandum, or (ii) Seacoast, whichever of (i) or (ii) will provide the greater benefit to the officer or employee. Seacoast shall waive any pre-existing condition exclusion under any employee health plan for which any employees and/or officers and dependents covered by PSHC plans as of Closing of the PSHC Entities 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 the PSHC Entity and (ii) the individual affected by the pre- existing condition was covered by the PSHC Entity's corresponding plan on the date which immediately precedes the Effective Time, provided that PSHC has disclosed in Section 8.14 of the PSHC Disclosure Memorandum and at Closing that none of its employees, officers or other participants or their respective dependents, to the best of PSHC and PSNB's knowledge and belief, have any long-term disabilities or conditions, which in the reasonable judgment of Seacoast would materially adversely affect the claims experience and/or costs of any employee benefit plan or insurance maintained by or through any Seacoast Entity. For purposes of participation, vesting and (except in the case of NDC Seacoast retirement plans) benefit accrual under NDCSeacoast's employee benefit plans, the service of the employees of the Source PSHC Entities prior to the Effective Time shall be treated as service with a NDC Seacoast Entity participating in such employee benefit plans. NDC Seacoast 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 8.14 of the Source PSHC Disclosure Memorandum to NDC Seacoast between any Source PSHC 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 PSHC 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.