Common use of Employee Benefits and Contracts Clause in Contracts

Employee Benefits and Contracts. Following the Effective Time, FLAG shall either (i) continue to provide to officers and employees of the THOMASTON FEDERAL Entities employee benefits under THOMASTON FEDERAL's existing employee benefit and welfare plans or, (ii) if FLAG shall determine to provide to officers and employees of the THOMASTON FEDERAL Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the 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 FLAG Entities to their similarly situated officers and employees. For purposes of participation and vesting (but not accrual of benefits) under FLAG's employee benefit plans, (i) service under any qualified defined contribution plans of THOMASTON FEDERAL shall be treated as service under FLAG's qualified defined contribution plans, and (ii) service under any other THOMASTON FEDERAL Benefit Plans shall be treated as service under any similar employee benefit plans maintained by FLAG. With respect to officers and employees of the THOMASTON FEDERAL Entities who, at or after the Effective Time, become employees of a FLAG Entity and who, immediately prior to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the THOMASTON FEDERAL Entities, FLAG shall cause each comparable employee welfare benefit plan which is substituted for a 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. FLAG also shall cause the Surviving Bank and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 5.16 of the THOMASTON FEDERAL Disclosure Memorandum to FLAG between any 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 THOMASTON FEDERAL Benefit Plans.

Employee Benefits and Contracts. Following the Effective Time, FLAG SUMMIT shall either (i) continue to provide to officers and employees of the THOMASTON FEDERAL Entities CSB employee benefits under THOMASTON FEDERALCSB's existing employee benefit and welfare plans or, (ii) if FLAG SUMMIT shall determine to provide to officers and employees of the THOMASTON FEDERAL Entities CSB employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the THOMASTON FEDERAL 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 FLAG SUMMIT Entities to their similarly situated officers and employees. For purposes of participation and vesting (but not accrual of benefits) under FLAGSUMMIT's employee benefit plans, (i) service under any qualified defined contribution plans benefit plan of THOMASTON FEDERAL CSB shall be treated as service under FLAGSUMMIT's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of CSB shall be treated as service under SUMMIT's qualified defined contribution plans, and (iiiii) service under any other THOMASTON FEDERAL Benefit Plans employee benefit plans of CSB shall be treated as service under any similar employee benefit plans maintained by FLAGSUMMIT. With respect to officers and employees of the THOMASTON FEDERAL Entities CSB who, at or after the Effective Time, become employees of a FLAG SUMMIT Entity and who, immediately prior to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the THOMASTON FEDERAL EntitiesCSB, FLAG SUMMIT shall cause each comparable employee welfare benefit plan which is substituted for a THOMASTON FEDERAL 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. FLAG also shall cause the Surviving Bank and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 5.16 of the THOMASTON FEDERAL Disclosure Memorandum to FLAG between any 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 THOMASTON FEDERAL Benefit Plans.

Employee Benefits and Contracts. Following (a) All Persons who are employees of SB Entities immediately prior to the Effective Time and whose employment is not terminated, if any, at or prior to the Effective Time (a “Continuing Employee”) shall, at the Effective Time or the effective time of the Bank Merger, as applicable, become employees of Buyer or Buyer Bank, as applicable. Buyer and Buyer Bank shall honor all SB employment and change of control agreements existing as of the date of this Agreement that have been disclosed to Buyer, regardless of whether the employees with such agreements are Continuing Employees or receive new agreements with Buyer. All of the Continuing Employees shall be employed at will, and no contractual right with respect to employment shall inure to such employees because of this Agreement, except as otherwise contemplated by this Agreement. (b) As of the Effective Time, FLAG each Continuing Employee shall either (i) continue to provide to officers and employees of be employed on the THOMASTON FEDERAL Entities employee benefits under THOMASTON FEDERAL's existing employee benefit and welfare plans or, (ii) if FLAG shall determine to provide to officers and employees of the THOMASTON FEDERAL Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the THOMASTON FEDERAL Entities employee benefits under employee benefit and welfare plans, on same terms and conditions which when taken as a whole are substantially similar to those currently provided by the FLAG Entities to their similarly situated officers employees of Buyer Bank and employees. For eligible to participate in each of Buyer’s applicable Employee Benefit Plans with full credit for prior service with SB solely for purposes of participation eligibility and vesting vesting. (but not accrual c) As of benefits) the Effective Time, Buyer shall make available employer-provided benefits under FLAG's employee benefit plans, (i) service under any qualified defined contribution plans of THOMASTON FEDERAL shall be treated as service under FLAG's qualified defined contribution plans, and (ii) service under any other THOMASTON FEDERAL Buyer’s applicable Employee Benefit Plans shall be treated to each Continuing Employee on the same basis as service under any similar employee benefit plans maintained by FLAGit provides such coverage to Buyer or Buyer Bank employees. With respect to officers and Buyer’s Employee Benefit Plans providing health coverage, Buyer shall use commercially reasonable efforts to cause any pre-existing condition, eligibility waiting period, or other limitations or exclusions otherwise applicable under such plans to new employees not to apply to a Continuing Employee or their covered dependents who were covered under a similar SB Benefit Plan at the Effective Time of the THOMASTON FEDERAL Entities whoMerger. In addition, at or after if any such transition occurs during the Effective Time, become employees middle of a FLAG Entity plan year, Buyer shall use commercially reasonable efforts to cause any such successor an Employee Benefit Plan of Buyer providing health coverage to give credit towards satisfaction of any annual deductible limitation and whoout-of-pocket maximum applied under such successor plan for any deductible, co-payment and other cost-sharing amounts previously paid by a Continuing Employee respecting his or her participation in the corresponding SB Benefit Plan during that plan year prior to the transition effective date. Notwithstanding the foregoing, and in lieu of the same, Buyer may continue SB’s health and other employee welfare benefit plans for each Continuing Employee as in effect immediately prior to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the THOMASTON FEDERAL Entities, FLAG shall cause each comparable employee welfare benefit plan which is substituted for a THOMASTON FEDERAL welfare benefit plan to waive any evidence of insurability or similar provision, to provide credit for such participation . (d) Upon not less than ten (10) days’ notice prior to such substitution with regard the Closing Date from Buyer to the application of any pre-existing condition limitationSB, 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. FLAG also SB shall cause the Surviving Bank and termination, amendment, or other appropriate modification of each SB Benefit Plan as specified by Buyer in such notice such that no SB Entity shall sponsor or otherwise have any further Liability thereunder in connection with such applicable SB Benefit Plans, effective as of the date which immediately proceeds the Closing Date. Upon such action, participants in such applicable SB Benefit Plans that are described in ERISA Section 3(2) shall be 100% vested in their account balances. (e) Any Continuing Employees who are not parties to an employment, change in control, or other type of agreement that provides for severance or other compensation upon a change in control or upon a separation from service following a change in control, who remain employed by Buyer or any of its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 5.16 as of the THOMASTON FEDERAL Disclosure Memorandum to FLAG between any THOMASTON FEDERAL Entity and any current or former director, officer, or employee thereofEffective Time, and all provisions for vested benefits whose employment is terminated by Buyer or other vested amounts earned or accrued through any of its Subsidiaries prior to the first anniversary of the Effective Time under shall receive, subject to such Continuing Employee’s execution and non-revocation of a general release of claims in a form satisfactory to Buyer, the THOMASTON FEDERAL following severance benefits: two (2) weeks of base salary for each twelve (12) months of such Continuing Employee’s prior employment with SB or any SB Subsidiary; provided, however, that in no event will the total amount of severance for any single Continuing Employee be less than four (4) weeks of such base salary or greater than twenty-six (26) weeks of such base salary. (f) No officer, employee, or other Person (other than the Parties to this Agreement) shall be deemed a third party or other beneficiary of this Section 7.9, and no such Person shall have any right or other entitlement to enforce any provision of this Agreement or seek any remedy in connection with this Agreement, except as set forth in Section 7.12. No provision of this Agreement constitutes or shall be (g) SB shall take all appropriate action to terminate any SB Benefit PlansPlan which provides for a “cash or deferred arrangement” pursuant to Code Section 401(k) (each, a “401(k) Plan”) prior to the Closing Date; provided, however, that Buyer agrees that nothing in this Section 7.9 will require SB to cause the final dissolution and liquidation of, or to amend (other than as may be required to maintain such plan’s compliance with the Code, ERISA, or other applicable Law), said plan prior to the Closing Date.

Employee Benefits and Contracts. Following the Effective Time, FLAG ePlus and/or Surviving Corporation shall either provide or cause to be provided that under each employee benefit plan, policy, program or arrangement where service is relevant to a determination of an employee's eligibility to participate, vesting, or level or amount of benefits (i) continue to provide to officers and other than accrual of benefits under a defined benefit pension plan), employees of SourceOne who become employees and/or officers of ePlus and/or the THOMASTON FEDERAL Entities employee Surviving Corporation shall be credited with their period of service with SourceOne prior to the Closing, to the extent permitted by applicable law and applicable tax qualification requirements, and subject to any generally applicable break in service or similar rules. Subject to approval of any insurance carrier (which approval ePlus and/or Surviving Corporation shall use best efforts to obtain) and to the extent consistent with applicable law and applicable tax qualification requirements, ePlus and/or the Surviving Corporation shall make available, or cause to be made available, to those employees and/or officers of SourceOne who become employees and/or officers of ePlus and/or the Surviving Corporation, medical, dental, disability and other welfare benefits under THOMASTON FEDERALplans and programs, to the extent the same is offered by ePlus and/or the Surviving Corporation generally to their similarly-situated employees and officers. In determining an employee's existing employee benefit and welfare plans or, (ii) if FLAG shall determine to provide to officers and employees and/or officer's share of the THOMASTON FEDERAL Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees cost of the 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 FLAG Entities to their similarly situated officers and employees. For purposes of participation and vesting (but not accrual of benefits) under FLAG's employee benefit plans, (i) service coverage under any qualified defined contribution plans plan or program of THOMASTON FEDERAL ePlus and/or the Surviving Corporation for the year in which the Closing occurs, ePlus and/or the Surviving Corporation shall be treated as service make commercially reasonable efforts to credit the employee and/or officer with any pre-Closing copays and deductibles made by or on behalf of such employee and/or officer under FLAG's qualified defined contribution plans, and (ii) service under any other THOMASTON FEDERAL Benefit Plans shall be treated as service under any similar employee benefit plans each comparable plan maintained by FLAG. With respect to officers and employees of the THOMASTON FEDERAL Entities who, at or after the Effective Time, become employees of a FLAG Entity and who, immediately SourceOne prior to the Effective TimeTime for such year. ePlus shall not be required to have any preexisting condition limitation, are participants in one or more employee welfare benefit plans maintained by the THOMASTON FEDERAL Entities, FLAG shall cause each comparable employee welfare benefit plan which is substituted for a THOMASTON FEDERAL welfare benefit plan to waive any evidence of insurability actively-at-work requirement or similar provision, limitation waived unless SourceOne or its successor entity) or the applicable insurance carrier makes available a HIPAA Certificate evidencing prior coverage under the corresponding or analogous SourceOne Benefit Plan. ePlus shall not be required to provide credit for such participation prior to such substitution with regard to the application of any pre-existing condition limitation, Closing co-pays and to provide credit towards satisfaction deductibles made by or on behalf of such employees and/or officers of SourceOne who become employees and/or officers of ePlus and/or Surviving Corporation unless SourceOne (or its successor entity) or the applicable insurance carrier provides written documentation of the amount of any deductible or out-of-pocket provisions for such expenses incurred by or on behalf of such participants during the period prior to such substitutionemployees and/or officers. ePlus also shall, if any, that overlaps with the then current plan year for each such substituted employee welfare benefit plans. FLAG also or shall cause the Surviving Bank and its Subsidiaries Corporation to honor in accordance with their terms all employment, severance, consulting consulting, and other compensation Contracts disclosed in Section 5.16 8.11 of the THOMASTON FEDERAL SourceOne Disclosure Memorandum to FLAG between any THOMASTON FEDERAL Entity SourceOne 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 THOMASTON FEDERAL SourceOne Benefit Plans.

Employee Benefits and Contracts. Following the Effective Time, FLAG shall either (i) continue to provide to officers and employees of the THOMASTON FEDERAL HEART OF GEORGIA Entities employee benefits under THOMASTON FEDERALHEART OF GEORGIA's existing employee benefit and welfare plans or, (ii) if FLAG shall determine to provide to officers and employees of the THOMASTON FEDERAL HEART OF GEORGIA Entities employee benefits under other employee benefit plans and welfare plans, provide generally to officers and employees of the THOMASTON FEDERAL HEART OF GEORGIA Entities employee benefits under employee benefit and welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the FLAG Entities to their similarly situated officers and employees. For purposes of participation and vesting (but not accrual of benefits) under FLAG's employee benefit plans, (i) service under any qualified defined benefit plan of HEART OF GEORGIA shall be treated as service under FLAG's defined benefit plan, if any, (ii) service under any qualified defined contribution plans of THOMASTON FEDERAL HEART OF GEORGIA shall be treated as service under FLAG's qualified defined contribution plans, and (iiiii) service under any other THOMASTON FEDERAL Benefit Plans employee benefit plans of HEART OF GEORGIA shall be treated as service under any similar employee benefit plans maintained by FLAG. With respect to officers and employees of the THOMASTON FEDERAL HEART OF GEORGIA Entities who, at or after the Effective Time, become employees of a FLAG Entity and who, immediately prior to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the THOMASTON FEDERAL HEART OF GEORGIA Entities, FLAG shall cause each comparable employee welfare benefit plan which is substituted for a THOMASTON FEDERAL 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. FLAG also shall cause the Surviving Bank and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 5.16 8.13 of the THOMASTON FEDERAL HEART OF GEORGIA Disclosure Memorandum to FLAG between any THOMASTON FEDERAL 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 THOMASTON FEDERAL HEART OF GEORGIA Benefit Plans.

Employee Benefits and Contracts. Following Parent will continue the employment of each employee of the Company Entities who was employed on the date immediately prior to the Closing Date (the “Continuing Employees”) at the same wage and salary levels as in effect thereon; provided, that, subject to applicable Law, nothing in this Agreement shall limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to terminate the employment of any Continuing Employees at any time; provided, further that nothing in this Agreement shall impact the rights of the Continuing Employees under separate agreements related to their employment. For the period of 12 months from the Effective Time, FLAG shall either (i) Parent will cause each of the Company Entities to continue to provide the Continuing Employees with benefits which are the same or substantially equivalent in the aggregate to officers and employees those benefits provided to the Continuing Employees pursuant to the Employee Benefit Plans of the THOMASTON FEDERAL Company Entities employee benefits under THOMASTON FEDERAL's existing employee benefit and welfare plans orin existence immediately prior to Closing so long as such Continuing Employees are employed by the Company Entities; provided, (ii) if FLAG that subject to the foregoing, nothing herein shall determine prevent the amendment or termination of any Employee Benefit Plan as is necessary to provide conform with applicable Law or interfere with Parent’s, the Surviving Corporation’s or any of their Subsidiaries’ right or obligation to officers and employees make such changes as are necessary to conform with applicable Law. For a period of 12 months after the THOMASTON FEDERAL Entities employee benefits under other employee benefit plans and welfare plansEffective Time, Parent shall provide generally to officers and employees of the THOMASTON FEDERAL Company Entities employee severance benefits under employee benefit in accordance with the policies and welfare plans, on terms and conditions which when taken as a whole are substantially similar to those currently provided by the FLAG Entities to their similarly situated officers and employees. For purposes of participation and vesting (but not accrual of benefits) under FLAG's employee benefit plans, (i) service under any qualified defined contribution plans of THOMASTON FEDERAL shall be treated as service under FLAG's qualified defined contribution plans, and (ii) service under any other THOMASTON FEDERAL Benefit Plans shall be treated as service under any similar employee benefit plans maintained by FLAG. With respect to officers and employees practices of the THOMASTON FEDERAL Entities who, at or after Company as disclosed in Section 8.11 of the Effective Time, become employees of a FLAG Entity and who, immediately prior to the Effective Time, are participants in one or more employee welfare benefit plans maintained by the THOMASTON FEDERAL Entities, FLAG shall cause each comparable employee welfare benefit plan which is substituted for a 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 plansCompany Disclosure Memorandum. FLAG also Parent shall cause the Surviving Bank Corporation and its Subsidiaries to honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 5.16 of the THOMASTON FEDERAL Disclosure Memorandum to FLAG between any THOMASTON FEDERAL Company Entity and any current or former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the THOMASTON FEDERAL Company Benefit Plans.