Common use of Employee Benefits and Contracts Clause in Contracts

Employee Benefits and Contracts. (a) Following the Effective Time, CFB shall either (i) continue to provide to officers and employees of the First Deposit Entities employee benefits under First Deposit's existing employee benefit and welfare plans or, (ii) if CFB shall determine to provide to officers and employees of the First Deposit Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the First Deposit Entities employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the CFB Entities to their similarly situated officers and employees. Any severance benefits provided to First Deposit Entities' officers and employees shall be in accordance with the existing CFB policy regarding severance benefits. For purposes of participation and vesting (but not accrual of benefits) under CFB's employee benefit plans, (i) service under any qualified defined benefit plan of First Deposit shall be treated as service under CFB's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of First Deposit shall be treated as service under CFB's qualified defined contribution plans, and (iii) service under any other employee benefit plans of First Deposit shall be treated as service under any similar employee benefit plans maintained by CFB. With respect to officers and employees of the First Deposit Entities who, at or after the Effective Time, become employees of a CFB Entity and who, immediately prior to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the First Deposit Entities, CFB shall cause each comparable employee welfare benefit plan which is substituted for a First Deposit welfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. CFB also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the First Deposit Disclosure Memorandum to CFB between any First Deposit Entity and any current or 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 First Deposit Benefit Plans.

Employee Benefits and Contracts. (a) Following the Effective Time, CFB SUMMIT shall either (i) continue to provide to officers and employees of the First Deposit Entities CSB employee benefits under First DepositCSB's existing employee benefit and welfare plans or, (ii) if CFB SUMMIT shall determine to provide to officers and employees of the First Deposit Entities CSB employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the First Deposit Entities CSB employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the CFB SUMMIT Entities to their similarly situated officers and employees. Any severance benefits provided to First Deposit Entities' officers and employees shall be in accordance with the existing CFB policy regarding severance benefits. For purposes of participation and vesting (but not accrual of benefits) under CFBSUMMIT's employee benefit plans, (i) service under any qualified defined benefit plan of First Deposit CSB shall be treated as service under CFBSUMMIT's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of First Deposit CSB shall be treated as service under CFBSUMMIT's qualified defined contribution plans, and (iii) service under any other employee benefit plans of First Deposit CSB shall be treated as service under any similar employee benefit plans maintained by CFBSUMMIT. With respect to officers and employees of the First Deposit Entities CSB who, at or after the Effective Time, become employees of a CFB SUMMIT Entity and who, immediately prior to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the First Deposit EntitiesCSB, CFB SUMMIT shall cause each comparable employee welfare benefit plan which is substituted for a First Deposit CSB welfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. CFB also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the First Deposit Disclosure Memorandum to CFB between any First Deposit Entity and any current or 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 First Deposit Benefit Plans.

Employee Benefits and Contracts. (a) Following the Effective Time, CFB but in no event earlier than the consolidation of Magna's depository institution Subsidiaries with UPC's depository institution Subsidiaries, UPC shall either (i) continue to provide to officers and employees of the First Deposit Entities employee benefits under First Deposit's existing employee benefit and welfare plans orMagna Companies (the "Continuing Employees"), (ii) if CFB shall determine to provide to officers and employees of the First Deposit Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the First Deposit Entities employee benefits under employee benefit and welfare plans, plans on terms and conditions which when taken as a whole are substantially similar to those currently provided by the CFB Entities UPC Companies to their similarly situated officers and employees. Any severance benefits provided to First Deposit Entities' officers and employees shall be in accordance with the existing CFB policy regarding severance benefits. For purposes of participation participation, vesting, and vesting benefit accruals (but not accrual of benefitsbenefits under UPC's tax qualified retirement plans) under CFB's such employee benefit plans, (i) service under any qualified defined benefit plan or contribution plans of First Deposit Magna shall be treated as service under CFB's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of First Deposit shall be treated as service under CFBUPC's qualified defined benefit or contribution plans, plans and (iiiii) service under any other employee benefit plans of First Deposit Magna shall be treated as service under any similar employee benefit plans maintained by CFBUPC. With respect to officers and employees of UPC shall cause the First Deposit Entities who, at or UPC welfare benefit plans that cover the Continuing Employees after the Effective TimeTime to (i) waive any waiting period and restrictions and limitations for preexisting conditions or insurability and (ii) cause any deductible, become employees co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under Magna's welfare benefit plans to be credited to such Continuing Employees under the UPC welfare benefit plans, so as to reduce the amount of a CFB Entity any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the UPC welfare benefit plans. Prior to the commencement of the Continuing Employee's participation in the UPC employee benefit plans and whoprograms, the benefit coverage of, and participation in benefit plans by, the Continuing Employees shall continue under the Magna Benefit Plans, as in effect immediately prior to the Effective Time. During such transition period, are participants the coverage under and participation in one or more employee welfare benefit plans maintained by the First Deposit Entities, CFB Magna Benefit Plans shall cause each comparable employee welfare benefit plan which is substituted for a First Deposit welfare benefit plan to waive any evidence of insurability or similar provision, be deemed to provide credit for such participation prior the Continuing Employees with benefits that are no less favorable than those offered to such substitution with regard to other employees of UPC and its Subsidiaries. Except as expressly provided in the application of any pre-existing condition limitationSupplemental Letter, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. CFB UPC also shall cause the Surviving Corporation Magna and its Subsidiaries to honor in accordance with their terms all employmentemployment severance consulting, severance, consulting and other compensation Contracts disclosed in Section 8.13 8.14 of the First Deposit Magna Disclosure Memorandum to CFB UPC between any First Deposit Entity Magna 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 First Deposit Magna Benefit Plans.

Employee Benefits and Contracts. (a) Following For a period of at least twelve months following the Effective Time, CFB except as contemplated by this Agreement, Purchaser shall either (i) continue to provide to officers and employees of the First Deposit Entities employee benefits under First Deposit's existing employee benefit and welfare plans or, (ii) if CFB shall determine to provide to officers and employees of the First Deposit Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of (as a group) who are actively employed by the First Deposit Entities Company and the Bank on the Closing Date (“Covered Employees”) while employed by the Surviving Corporation or the Bank following the Closing Date with (1) annual base salaries or base wage rates no less than those in effect immediately before the Effective Time, (2) annual and quarterly bonus opportunities no less than those in effect immediately prior to the Effective Time, (3) other employee benefits under employee benefit and welfare plansEmployee Benefit Plans, on terms and conditions which when taken as a whole are substantially similar comparable to either (i) those currently currently, generally provided by the CFB Entities Purchaser and its Subsidiaries to their similarly situated officers and employeesemployees or (ii) those provided under the Company Benefit Plans, other than any equity compensation plans. Any severance benefits provided Only for purposes of (1) eligibility to First Deposit Entities' officers participate in and employees shall be in accordance vesting under Purchaser’s Employee Benefit Plans, and (2) credit for years of service with the existing CFB policy regarding severance benefits. For purposes Company for vacation and sick leave accrual, and for no other purpose, the service of participation and vesting (but not accrual of benefits) under CFB's employee benefit plans, (i) service under any qualified defined benefit plan of First Deposit the Covered Employees prior to the Effective Time shall be treated as service under CFB's defined with Purchaser or a Subsidiary of Purchaser participating in such employee benefit plans, to the same extent that such service was recognized by the Company or the Bank for purposes of a similar benefit plan, if any, ; provided that such recognition of service shall not (i) operate to duplicate any benefits of a Covered Employee with respect to the same period of service or (ii) service apply for purposes of any plan, program or arrangement (A) under which similarly-situated employees of Purchaser or any qualified defined contribution plans Subsidiary of First Deposit shall be treated as service under CFB's qualified defined contribution plansPurchaser do not receive credit for prior service, and (iiiB) service under any other employee benefit plans of First Deposit shall be treated as service under any similar employee benefit plans maintained by CFB. With that is grandfathered or frozen, either with respect to officers and employees level of the First Deposit Entities whobenefits or participation, at or after the Effective Time, become employees (C) for purposes of retiree medical benefits or level of benefits under a CFB Entity and who, immediately prior defined benefit pension plan. Purchaser will use its reasonable best efforts to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the First Deposit Entities, CFB shall cause each comparable employee welfare benefit plan which is substituted for a First Deposit welfare benefit plan (and employees’ eligible dependents) who participated in the Company’s medical benefits on the closing date to waive any evidence of insurability or similar provision, be eligible to provide credit for such participation prior to such substitution with regard to participate in Purchaser’s medical benefits immediately following the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. CFB also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the First Deposit Disclosure Memorandum to CFB between any First Deposit Entity and any current or 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 First Deposit Benefit PlansClosing.

Employee Benefits and Contracts. (a) Following the Effective Time, CFB NBC shall either (i) continue to provide to officers and employees of the First Deposit Entities employee benefits under First Deposit's existing employee benefit and welfare plans or, (ii) if CFB shall determine to provide to officers and employees of the First Deposit Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and all persons who were, immediately prior to the Effective Time, employees of Enterprise or any Enterprise Company and who at or after the First Deposit Entities Effective Time become employees of a subsidiary of NBC (“Continuing Employees”), employee benefits under employee benefit and welfare plansplans (other than stock option or other plans involving the potential issuance of NBC Common Stock, except as may be approved by the Compensation Committee of the Board of Directors of NBC), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the CFB Entities NBC and its subsidiaries to their similarly situated officers and employees. Any severance benefits provided to First Deposit Entities' officers and ; provided, however, that employees shall be of the Enterprise Companies will not participate in accordance with any defined benefit plan of NBC or the existing CFB policy regarding severance benefitsESOP of NBC (which plans have been frozen). For purposes of participation and vesting (but not accrual of benefits) under CFB's such employee benefit plans, (i) service under any qualified defined benefit plan contribution plans of First Deposit Enterprise shall be treated as service under CFB's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of First Deposit shall be treated as service under CFB's NBC’s qualified defined contribution plans, and (iiiii) service under any other employee benefit plans of First Deposit Enterprise shall be treated as service under any similar employee benefit plans maintained by CFBNBC. With respect to officers and employees of NBC shall cause the First Deposit Entities who, at or NBC welfare benefit plans that cover the Continuing Employees after the Effective Time, become employees of a CFB Entity and who, immediately prior Time to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the First Deposit Entities, CFB shall cause each comparable employee welfare benefit plan which is substituted for a First Deposit welfare benefit plan (i) conform to waive any evidence of insurability or similar provision, to provide credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitationHIPPA, and to provide credit towards satisfaction of (ii) cause any deductible deductible, co-insurance, or maximum out-of-pocket provisions for expenses incurred payments made by the Continuing Employees under Enterprise’s welfare benefit plans to be credited to such participants Continuing Employees under the NBC welfare benefit plans, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the NBC welfare benefit plans, to the extent that such information is furnished by the insurance company. The benefits provided to Continuing Employees under the employee benefit plans of Enterprise as of the Effective Date will not be reduced during the period prior to between the Effective Date and the date that such substitution, if any, that overlaps with employees become covered under the then current plan year for each such substituted employee welfare benefit plansplans of NBC and its Subsidiaries. CFB . NBC also shall cause the Surviving Corporation Enterprise and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting consulting, and other compensation Contracts disclosed in Section 8.13 8.8 of the First Deposit Disclosure Memorandum to CFB NBC between any First Deposit Entity Enterprise 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 First Deposit Enterprise Benefit Plans. NBC shall be responsible for the fees related to the termination of the Enterprise Benefit Plans.

Employee Benefits and Contracts. (a) Following the Effective Time, CFB FLAG shall either (i) continue to provide to officers and employees of the First Deposit HOGANSVILLE Entities employee benefits under First DepositHOGANSVILLE's existing employee benefit and welfare plans or, (ii) if CFB FLAG shall determine to provide to officers and employees of the First Deposit HOGANSVILLE Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the First Deposit HOGANSVILLE Entities employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the CFB FLAG Entities to their similarly situated officers and employees. Any severance benefits provided to First Deposit Entities' officers and employees shall be in accordance with the existing CFB policy regarding severance benefits. For purposes of participation and vesting (but not accrual of benefits) under CFBFLAG's employee benefit plans, (i) service under any qualified defined benefit plan of First Deposit HOGANSVILLE shall be treated as service under CFBFLAG's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of First Deposit HOGANSVILLE shall be treated as service under CFBFLAG's qualified defined contribution plans, and (iii) service under any other employee benefit plans of First Deposit HOGANSVILLE shall be treated as service under any similar employee benefit plans maintained by CFBFLAG. With respect to officers and employees of the First Deposit HOGANSVILLE Entities who, at or after the Effective Time, become employees of a CFB FLAG Entity and who, immediately prior to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the First Deposit HOGANSVILLE Entities, CFB FLAG shall cause each comparable employee welfare benefit plan which is substituted for a First Deposit HOGANSVILLE welfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. CFB FLAG also shall cause the Surviving Corporation Bank and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the First Deposit HOGANSVILLE Disclosure Memorandum to CFB FLAG between any First Deposit HOGANSVILLE 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 First Deposit HOGANSVILLE Benefit Plans.

Employee Benefits and Contracts. (a) Following the Effective Time, CFB FLAG shall either (i) continue to provide to officers and employees of the First Deposit HEART OF GEORGIA Entities employee benefits under First DepositHEART OF GEORGIA's existing employee benefit and welfare plans or, (ii) if CFB FLAG shall determine to provide to officers and employees of the First Deposit HEART OF GEORGIA Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the First Deposit HEART OF GEORGIA Entities employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the CFB FLAG Entities to their similarly situated officers and employees. Any severance benefits provided to First Deposit Entities' officers and employees shall be in accordance with the existing CFB policy regarding severance benefits. For purposes of participation and vesting (but not accrual of benefits) under CFBFLAG's employee benefit plans, (i) service under any qualified defined benefit plan of First Deposit HEART OF GEORGIA shall be treated as service under CFBFLAG's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of First Deposit HEART OF GEORGIA shall be treated as service under CFBFLAG's qualified defined contribution plans, and (iii) service under any other employee benefit plans of First Deposit HEART OF GEORGIA shall be treated as service under any similar employee benefit plans maintained by CFBFLAG. With respect to officers and employees of the First Deposit HEART OF GEORGIA Entities who, at or after the Effective Time, become employees of a CFB FLAG Entity and who, immediately prior to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the First Deposit HEART OF GEORGIA Entities, CFB FLAG shall cause each comparable employee welfare benefit plan which is substituted for a First Deposit HEART OF GEORGIA welfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. CFB FLAG also shall cause the Surviving Corporation Bank and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the First Deposit HEART OF GEORGIA Disclosure Memorandum to CFB FLAG between any First Deposit HEART OF GEORGIA 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 First Deposit HEART OF GEORGIA Benefit Plans.

Employee Benefits and Contracts. (a) Following the Effective Time, CFB PAB shall either (i) continue to provide to officers and employees of the First Deposit Entities employee benefits under First Deposit's existing employee benefit and welfare plans or, (ii) if CFB shall determine to provide to officers and employees of the First Deposit Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of Bank, who at or after the First Deposit Entities Effective Time become employees of a PAB Company, employee benefits under employee benefit and welfare plans, plans (other than stock option or other plans involving the potential issuance of PAB Common Stock except as set forth in this Section 8.11) on terms and conditions which when taken as a whole are substantially similar to those currently provided by the CFB Entities PAB Companies to their similarly situated officers and employees. Any severance benefits provided ; provided, that, for a period of 12 months after the Effective Time, PAB shall provide generally to First Deposit Entities' officers and employees shall be of Bank severance benefits in accordance with the policies of either (i) Bank as Previously Disclosed pursuant to this Section 8.11, or (ii) PAB, whichever of (i) or (ii) will provide the greater benefit to the officer or employee. PAB shall waive any waiting period and pre-existing CFB policy regarding severance benefitscondition exclusion under any employee health plan for which any employees and/or officers and dependents covered by Bank Benefit Plans as of Closing shall become eligible by virtue of the preceding sentence, to the extent (i) such pre-existing condition was covered under the Bank Benefit Plans and (ii) the individual affected by the pre-existing condition was covered by the Bank Entity's corresponding plan on the date which immediately precedes the Effective Time. For purposes of participation participation, vesting and vesting (but not benefit accrual of benefits) under CFB's employee all benefit plans, (i) the service under any qualified defined benefit plan of First Deposit the employees of Bank prior to the Effective Time shall be treated as service under CFB's defined with the PAB Companies participating in all benefit planplans. In addition, if any, (ii) service the Effective Time falls within an annual period of coverage under any qualified defined contribution plans group health plan of First Deposit the PAB Companies, each Bank employee shall be treated as service given credit for covered expenses paid by that employee under CFB's qualified defined contribution plans, and (iii) service under any other employee benefit plans of First Deposit shall be treated as service under any similar employee benefit plans maintained by CFB. With respect to officers and employees of comparable Bank Benefit Plans during the First Deposit Entities who, at or after applicable coverage period through the Effective Time, become employees of a CFB Entity and who, immediately prior to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the First Deposit Entities, CFB shall cause each comparable employee welfare benefit plan which is substituted for a First Deposit welfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, and to provide credit Time towards satisfaction of any annual deductible or limitation and out-of-pocket provisions for expenses incurred by maximum that may apply under such participants during the period prior to such substitution, if any, that overlaps with the then current group health plan year for each such substituted employee welfare benefit plans. CFB also shall cause the Surviving Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the First Deposit Disclosure Memorandum PAB Companies. PAB will provide a severance payment to CFB between any First Deposit Entity and any current or former director, officer, or each Bank employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through whose employment with Bank is terminated by PAB within six months after the Effective Time under (unless such termination is for cause) in an amount equal to the First Deposit Benefit Plansgreater of (i) one month's salary then earned by employee, less applicable withholdings, or (ii) the product of each fall year employee was employed by Bank multiplied times two weeks' salary then earned by employee, less applicable withholdings.

Employee Benefits and Contracts. (a) Following the Effective Time, CFB FLAG shall either (i) continue to provide to officers and employees of the First Deposit ABBEVILLE Entities employee benefits under First DepositABBEVILLE's existing employee benefit and welfare plans or, (ii) if CFB FLAG shall determine to provide to officers and employees of the First Deposit ABBEVILLE Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the First Deposit ABBEVILLE Entities employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the CFB FLAG Entities to their similarly situated officers and employees. Any severance benefits provided to First Deposit Entities' officers and employees shall be in accordance with the existing CFB policy regarding severance benefits. For purposes of participation and vesting (but not accrual of benefits) under CFBFLAG's employee benefit plans, (i) service under any qualified defined benefit plan of First Deposit ABBEVILLE shall be treated as service under CFBFLAG's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of First Deposit ABBEVILLE shall be treated as service under CFBFLAG's qualified defined contribution plans, and (iii) service under any other employee benefit plans of First Deposit ABBEVILLE shall be treated as service under any similar employee benefit plans maintained by CFBFLAG. With respect to officers and employees of the First Deposit ABBEVILLE Entities who, at or after the Effective Time, become employees of a CFB FLAG Entity and who, immediately prior to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the First Deposit ABBEVILLE Entities, CFB FLAG shall cause each comparable employee welfare benefit plan which is substituted for a First Deposit an ABBEVILLE welfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. CFB FLAG also shall cause the Surviving Corporation Bank and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the First Deposit ABBEVILLE Disclosure Memorandum to CFB FLAG between any First Deposit ABBEVILLE 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 First Deposit ABBEVILLE Benefit Plans.

Employee Benefits and Contracts. (a) Following the Effective Time, CFB Purchaser shall either (i) continue to provide to officers and employees of the First Deposit Entities employee benefits under First Deposit's existing employee benefit and welfare plans or, (ii) if CFB shall determine to provide to officers and employees of the First Deposit Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the First Deposit 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 CFB Entities Purchaser to their its other similarly situated officers and employees. Any severance benefits provided to First Deposit Entities' officers and employees Notwithstanding the foregoing, Purchaser shall be in accordance with maintain the existing CFB policy regarding severance benefitsTarget Entities current disability insurance coverage for a period of at least five years after the Effective Time. For purposes of participation benefit accrual (but only for purposes of determining benefits accruing under payroll practices such as vacation policy or under fringe benefit programs that do not rise to the level of a “plan” within the meaning of Section 3(3) of ERISA), eligibility to participate and vesting (but not accrual determinations in connection with the provision of any such employee benefits) under CFB's employee benefit plans, (i) service under any qualified defined benefit plan of First Deposit shall be treated as service under CFB's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of First Deposit shall be treated as service under CFB's qualified defined contribution plans, and (iii) service under any other employee benefit plans of First Deposit shall be treated as service under any similar employee benefit plans maintained by CFB. With respect to officers and employees of with the First Deposit Target Entities who, at or after the Effective Time, become employees of a CFB Entity and who, immediately prior to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the First Deposit Entities, CFB Date shall cause each comparable employee welfare benefit plan which is substituted for a First Deposit welfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plansbe counted. CFB 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 First Deposit Target Disclosure Memorandum to CFB between any First Deposit Target Entity and any current or former director, officer, officer or employee thereof, and all provisions 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 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 vested benefits 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 other vested amounts earned or accrued through her participation in that Company Health Plan during that plan year prior to the Effective Time. Purchaser also shall be considered a successor employer for and shall provide to “qualified beneficiaries,” determined immediately prior to the Effective Time, under any Target Plan appropriate “continuation coverage” (as those terms are defined in Section 4980B of the Internal Revenue Code) following the Effective Time under either the First Deposit Benefit PlansTarget Plan or any successor group health plan maintained by Purchaser. At the request of Purchaser, the Target Entities will take all appropriate action to terminate, prior to the Effective Time, any retirement plan maintained by the Target Entities that is intended to be qualified under Section 401(a) of the Internal Revenue Code.

Employee Benefits and Contracts. (a) Following the Effective Time, CFB but in no event earlier than the consolidation of Magna's depository institution Subsidiaries with UPC's depository institution Subsidiaries, UPC shall either (i) continue to provide to officers and employees of the First Deposit Entities employee benefits under First Deposit's existing employee benefit and welfare plans orMagna Companies (the "Continuing Employees"), (ii) if CFB shall determine to provide to officers and employees of the First Deposit Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the First Deposit Entities employee benefits under employee benefit and welfare plans, plans on terms and conditions which when taken as a whole are substantially similar to those currently provided by the CFB Entities UPC Companies to their similarly situated officers and employees. Any severance benefits provided to First Deposit Entities' officers and employees shall be in accordance with the existing CFB policy regarding severance benefits. For purposes of participation participation, vesting, and vesting benefit accruals (but not accrual of benefitsbenefits under UPC's tax-qualified retirement plans) under CFB's such employee benefit plans, (i) service under any qualified defined benefit plan or contribution plans of First Deposit Magna shall be treated as service under CFB's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of First Deposit shall be treated as service under CFBUPC's qualified defined benefit or contribution plans, plans and (iiiii) service under any other employee benefit plans of First Deposit Magna shall be treated as service under any similar employee benefit plans maintained by CFBUPC. With respect to officers and employees of UPC shall cause the First Deposit Entities who, at or UPC welfare benefit plans that cover the Continuing Employees after the Effective TimeTime to (i) waive any waiting period and restrictions and limitations for preexisting conditions or insurability and (ii) cause any deductible, become employees co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under Magna's welfare benefit plans to be credited to such Continuing Employees under the UPC welfare benefit plans, so as to reduce the amount of a CFB Entity any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the UPC welfare benefit plans. Prior to the commencement of the Continuing Employee's participation in the UPC employee benefit plans and whoprograms, the benefit coverage of, and participation in benefit plans by, the Continuing Employees shall continue under the Magna Benefit Plans, as in effect immediately prior to the Effective Time. During such transition period, are participants the coverage under and participation in one or more employee welfare benefit plans maintained by the First Deposit Entities, CFB Magna Benefit Plans shall cause each comparable employee welfare benefit plan which is substituted for a First Deposit welfare benefit plan to waive any evidence of insurability or similar provision, be deemed to provide credit for such participation prior the Continuing Employees with benefits that are no less favorable than those offered to such substitution with regard to other employees of UPC and its Subsidiaries. Except as expressly provided in the application of any pre-existing condition limitationSupplemental Letter, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. CFB UPC also shall cause the Surviving Corporation Magna and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting consulting, and other compensation Contracts disclosed in Section 8.13 8.14 of the First Deposit Magna Disclosure Memorandum to CFB UPC between any First Deposit Entity Magna 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 First Deposit Magna Benefit Plans.

Employee Benefits and Contracts. (a) Following the Effective Time, CFB FLAG shall either (i) continue to provide to officers and employees of the First Deposit XXXXX BANK Entities employee benefits under First DepositXXXXX BANK's existing employee benefit and welfare plans or, (ii) if CFB FLAG shall determine to provide to officers and employees of the First Deposit XXXXX BANK Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the First Deposit XXXXX BANK Entities employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the CFB FLAG Entities to their similarly situated officers and employees. Any severance benefits provided to First Deposit Entities' officers and employees shall be in accordance with the existing CFB policy regarding severance benefits. For purposes of participation and vesting (but not accrual of benefits) under CFBFLAG's employee benefit plans, (i) service under any qualified defined benefit plan of First Deposit XXXXX BANK shall be treated as service under CFBFLAG's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of First Deposit XXXXX BANK shall be treated as service under CFBFLAG's qualified defined contribution plans, and (iii) service under any other employee benefit plans of First Deposit XXXXX BANK shall be treated as service under any similar employee benefit plans maintained by CFBFLAG. With respect to officers and employees of the First Deposit XXXXX BANK Entities who, at or after the Effective Time, become employees of a CFB FLAG Entity and who, immediately prior to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the First Deposit XXXXX BANK Entities, CFB FLAG shall cause each comparable employee welfare benefit plan which is substituted for a First Deposit XXXXX BANK welfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. CFB FLAG also shall cause the Surviving Corporation Bank and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the First Deposit XXXXX BANK Disclosure Memorandum to CFB FLAG between any First Deposit XXXXX BANK 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 First Deposit XXXXX BANK Benefit Plans.

Employee Benefits and Contracts. (a) Following the Effective Time, CFB FLAG shall either (i) continue to provide to officers and employees of the First Deposit THOMASTON FEDERAL Entities employee benefits under First DepositTHOMASTON FEDERAL's existing employee benefit and welfare plans or, (ii) if CFB FLAG shall determine to provide to officers and employees of the First Deposit THOMASTON FEDERAL Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the First Deposit THOMASTON FEDERAL Entities employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the CFB FLAG Entities to their similarly situated officers and employees. Any severance benefits provided to First Deposit Entities' officers and employees shall be in accordance with the existing CFB policy regarding severance benefits. For purposes of participation and vesting (but not accrual of benefits) under CFBFLAG's employee benefit plans, (i) service under any qualified defined benefit plan contribution plans of First Deposit THOMASTON FEDERAL shall be treated as service under CFB's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of First Deposit shall be treated as service under CFBFLAG's qualified defined contribution plans, and (iiiii) service under any other employee benefit plans of First Deposit THOMASTON FEDERAL Benefit Plans shall be treated as service under any similar employee benefit plans maintained by CFBFLAG. With respect to officers and employees of the First Deposit THOMASTON FEDERAL Entities who, at or after the Effective Time, become employees of a CFB FLAG Entity and who, immediately prior to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the First Deposit THOMASTON FEDERAL Entities, CFB FLAG shall cause each comparable employee welfare benefit plan which is substituted for a First Deposit THOMASTON FEDERAL welfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. CFB FLAG also shall cause the Surviving Corporation Bank and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 5.16 of the First Deposit THOMASTON FEDERAL Disclosure Memorandum to CFB FLAG between any First Deposit THOMASTON FEDERAL 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 First Deposit THOMASTON FEDERAL Benefit Plans.

Employee Benefits and Contracts. (a) Following the Effective Time, CFB SBC shall either (i) continue maintain or cause to provide to officers and employees of the First Deposit Entities employee benefits under First Deposit's existing employee benefit and welfare plans or, (ii) if CFB shall determine to provide to officers and employees of the First Deposit Entities employee benefits under other be maintained employee benefit plans and welfare plans, provide generally to officers and compensation opportunities for the benefit of employees (as a group) who are full-time active employees of the First Deposit Entities Company on the Closing Date (“Covered Employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are made available on a uniform and non- discriminatory basis to similarly situated employees of SBC or its Subsidiaries, as applicable; provided, however, that in no event shall any Covered Employee be eligible to participate in any closed or frozen plan of SBC or its Subsidiaries; and provided further that in no event shall SBC be required to take into account any retention arrangements or equity compensation when determining whether employee benefits are substantially comparable. SBC shall give the Covered Employees full credit for their prior service with the Company (i) for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified or non-qualified employee benefit plan maintained by SBC and in which Covered Employees may be eligible to participate and (ii) for all purposes under any welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the CFB Entities to their similarly situated officers and employees. Any severance benefits provided to First Deposit Entities' officers and employees shall be in accordance with the existing CFB policy regarding severance benefits. For purposes of participation and vesting (but not accrual of benefits) under CFB's employee benefit plans, vacation plans and similar arrangements maintained by SBC. (b) With respect to any employee benefit plan of SBC that is a health, dental, vision or other welfare plan in which any Covered Employee is eligible to participate, for the plan year in which such Covered Employee is first eligible to participate, SBC or its applicable Subsidiary shall use its commercially reasonable best efforts to (i) service under any qualified defined benefit plan of First Deposit shall be treated as service under CFB's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of First Deposit shall be treated as service under CFB's qualified defined contribution plans, and (iii) service under any other employee benefit plans of First Deposit shall be treated as service under any similar employee benefit plans maintained by CFB. With respect to officers and employees of the First Deposit Entities who, at or after the Effective Time, become employees of a CFB Entity and who, immediately prior to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the First Deposit Entities, CFB shall cause each comparable employee welfare benefit plan which is substituted for a First Deposit welfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, and limitations or eligibility waiting periods under such SBC or Subsidiary plan to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior be waived with respect to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. CFB also shall cause the Surviving Corporation and its Subsidiaries Covered Employee to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the First Deposit Disclosure Memorandum to CFB between any First Deposit Entity and any current or 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 First Deposit Benefit Plans.the

Employee Benefits and Contracts. (a) Following the Effective Time, CFB FLAG shall either (i) continue to provide to officers and employees of the First Deposit Three Rivers Entities employee benefits under First Deposit's Three Rivers' existing employee benefit and welfare plans or, (ii) if CFB FLAG shall determine to provide to officers and employees of the First Deposit Three Rivers Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the First Deposit Three Rivers Entities employee benefits under employee benefit and welfare plansplans (other than stock option or other plans involving the potential issuance of FLAG Common Stock), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the CFB FLAG Entities to their similarly situated officers and employees. Any severance benefits provided to First Deposit Entities' officers and employees shall be in accordance with the existing CFB policy regarding severance benefits. For purposes of participation and vesting (but not accrual of benefits) under CFBFLAG's employee benefit plans, (i) service under any qualified defined benefit plan of First Deposit Three Rivers shall be treated as service under CFBFLAG's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of First Deposit Three Rivers shall be treated as service under CFBFLAG's qualified defined contribution plans, and (iii) service under any other employee benefit plans of First Deposit Three Rivers shall be treated as service under any similar employee benefit plans maintained by CFBFLAG. With respect to officers and employees of the First Deposit Three Rivers Entities who, at or after the Effective Time, become employees of a CFB FLAG Entity and who, immediately prior to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the First Deposit Three Rivers Entities, CFB FLAG shall cause each comparable employee welfare benefit plan which is substituted for a First Deposit Three Rivers welfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. CFB FLAG 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 8.11 of the First Deposit Three Rivers Disclosure Memorandum to CFB FLAG between any First Deposit Three Rivers 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 First Deposit Three Rivers Benefit Plans.

Employee Benefits and Contracts. (a) Following the Effective Time, CFB FLAG shall either (i) continue to provide to officers and employees of the First Deposit EMPIRE Entities employee benefits under First DepositEMPIRE's existing employee benefit and welfare plans or, (ii) if CFB FLAG shall determine to provide to officers and employees of the First Deposit EMPIRE Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the First Deposit EMPIRE Entities employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the CFB FLAG Entities to their similarly situated officers and employees. Any severance benefits provided to First Deposit Entities' officers and employees shall be in accordance with the existing CFB policy regarding severance benefits. For purposes of participation and vesting (but not accrual of benefits) under CFBFLAG's employee benefit plans, (i) service under any qualified defined benefit plan of First Deposit EMPIRE shall be treated as service under CFBFLAG's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of First Deposit EMPIRE shall be treated as service under CFBFLAG's qualified defined contribution plans, and (iii) service under any other employee benefit plans of First Deposit EMPIRE shall be treated as service under any similar employee benefit plans maintained by CFBFLAG. With respect to officers and employees of the First Deposit EMPIRE Entities who, at or after the Effective Time, become employees of a CFB FLAG Entity and who, immediately prior to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the First Deposit EMPIRE Entities, CFB FLAG shall cause each comparable employee welfare benefit plan which is substituted for a First Deposit an EMPIRE welfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. CFB FLAG also shall cause the Surviving Corporation Bank and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the First Deposit EMPIRE Disclosure Memorandum to CFB FLAG between any First Deposit EMPIRE 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 First Deposit EMPIRE Benefit Plans.

Employee Benefits and Contracts. The Sole Shareholder shall be responsible for all employee benefits and compensation liability (aincluding deferred compensation) due employees of Seller as a result of participating in the benefit plans of Seller or the Sole Shareholder prior to the Effective Time. Following the Effective Time, CFB Purchaser shall either (i) continue to provide to officers and employees of the First Deposit Entities employee benefits under First Deposit's existing employee benefit and welfare plans or, (ii) if CFB shall determine to provide to officers and employees of the First Deposit Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of Seller, who at or after the First Deposit Entities Effective Time become employees of Purchaser or a Subsidiary of Purchaser, employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the CFB Entities Purchaser and its Subsidiaries to their similarly situated officers and employees. Any severance benefits provided to First Deposit Entities' officers and employees shall be in accordance with the existing CFB policy regarding severance benefits. For purposes of participation and vesting (but not accrual of benefitsbenefits for defined benefit plans) under CFB's such employee benefit plans, (i) service under any qualified defined benefit plan of First Deposit shall be treated as service under CFB's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of First Deposit shall be treated as service under CFB's qualified defined contribution plans, and (iii) service under any other employee benefit plans of First Deposit Seller shall be treated as service under any similar employee benefit plans maintained by CFBPurchaser. With respect to officers and employees of the First Deposit Entities whoExcept as otherwise contemplated by this Agreement, at or after the Effective Time, become employees of a CFB Entity and who, immediately prior to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the First Deposit Entities, CFB shall cause each comparable employee welfare benefit plan which is substituted for a First Deposit welfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, and to provide credit towards satisfaction of any deductible or out-of-pocket provisions for expenses incurred by such participants during the period prior to such substitution, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. CFB Purchaser also shall cause the Surviving Corporation and its Subsidiaries Seller to honor in accordance with their terms all employment, severance, consulting consulting, and other compensation Contracts disclosed in Section 8.13 of the First Deposit Disclosure Memorandum to CFB Schedule 5.14 between any First Deposit Entity Seller 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 any employee benefit plan of Seller. Prior to the First Deposit Effective Time, Seller or the Sole Shareholder shall (i) cause to be amended each Employee Benefit PlansPlan which is tax-qualified under Code Section 401(a) to provide that the benefits and account balances of employees of the Sole Shareholder under such Plan(s) shall become fully vested as of the Effective Time, and (ii) cause such Employee Benefit Plan(s) to distribute to employees of the Sole Shareholder their full account balances under such Plan(s) as soon as practicable following the Effective Time.