Common use of Employee Benefits and Contracts Clause in Contracts

Employee Benefits and Contracts. Following the Effective Time, American Home shall provide generally to officers and employees of the Valley Companies, who at or after the Effective Time remain employees of Valley Bank of Maryland or become employees of an American Home Company ("Continuing Employees"), employee benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of American Home Common Stock except as set forth in this Section 8.8), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the American Home Companies to their similarly situated officers and employees. For purposes of participation and vesting (but not accrual of benefits) under such employee benefit plans, (i) service under any qualified defined benefit plans of Valley shall be treated as service under American Home's qualified defined benefit plans, (ii) service under any qualified defined contribution plans of Valley shall be treated as service under American Home's qualified defined contribution plans, and (iii) service under any other employee benefit plans of Valley shall be treated as service under any similar employee benefit plans maintained by American Home. American Home shall cause the American Home 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 Valley's welfare benefit plans to be credited to such Continuing Employees under the American Home 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 American Home welfare benefit plans. The continued coverage of the Continuing Employees under the employee benefits plans maintained by Valley and/or any Valley Subsidiary immediately prior to the Effective Time during a transition period shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of American Home and its Subsidiaries, provided that after the Effective Time there is no material reduction (determined on an overall basis) in the benefits provided under the Valley employee benefit plans. American Home also shall cause Valley and its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 5.13(a) of the Valley Disclosure Memorandum to American Home between any Valley 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 Valley Benefit Plans. American Home shall be responsible for the fees related to the termination of the Valley Benefit Plans.

Employee Benefits and Contracts. Following the ------------------------------- Effective Time, American Home but in no event earlier than the consolidation of Jefferson's depository institution Subsidiaries with UPC's depository institution Subsidiaries, UPC shall provide generally to officers and employees of the Valley Companies, who at or after Jefferson Companies (the Effective Time remain employees of Valley Bank of Maryland or become employees of an American Home Company ("Continuing Employees"), employee benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of American Home Common Stock except as set forth in this Section 8.8), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the American Home UPC Companies to their similarly situated officers and employees. For purposes of participation participation, vesting, and vesting benefit accruals (but not accrual of benefitsbenefits under UPC's tax-qualified retirement plan) under such employee benefit plans, (i) service under any qualified defined benefit or contribution plans of Valley Jefferson shall be treated as service under American HomeUPC's qualified defined benefit plans, or contribution plans and (ii) service under any qualified defined contribution plans of Valley shall be treated as service under American Home's qualified defined contribution plans, and (iii) service under any other employee benefit plans of Valley Jefferson shall be treated as service under any similar employee benefit plans maintained by American HomeUPC. American Home UPC shall cause the American Home 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, insurability and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under ValleyJefferson's welfare benefit plans to be credited to such Continuing Employees under the American Home 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 American Home UPC welfare benefit plans. The continued coverage Prior to the commencement of the Continuing Employees' 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 employee benefits plans maintained by Valley and/or any Valley Subsidiary Jefferson Benefit Plans, as in effect immediately prior to the Effective Time during a Time. During such transition period period, the coverage under and participation in the Jefferson Benefit Plans shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of American Home UPC and its Subsidiaries, provided that after the Effective Time there is no material reduction (determined on an overall basis) in the benefits provided under the Valley employee benefit plans. American Home UPC shall and also shall cause Valley UPHC (as the survivor in the Merger) and its the Jefferson Subsidiaries to honor all employment, severance, retention, consulting, and other compensation Contracts disclosed in Section 5.13(a) 8.14 of the Valley Jefferson Disclosure Memorandum to American Home UPC between any Valley Jefferson 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 Valley Jefferson Benefit Plans. American Home The provisions of the immediately preceding sentence of this Section 8.14 are intended to be for the benefit of, and shall be responsible for the fees related to the termination of the Valley Benefit Plansenforceable by each person described therein.

Employee Benefits and Contracts. Following (a) Except as set forth in this Agreement, including Section 8.13, following the Effective Time, American Home Huntington shall provide generally to officers and employees of the Valley Companies, who at or after the Effective Time remain employees of Valley Bank of Maryland or become employees of an American Home Company ("Continuing Employees"), Citi-Bancshares employee benefits under employee benefit and welfare plans, incentive plans (other than and stock option or and other plans involving the potential issuance of American Home Huntington Common Stock except as set forth in this Section 8.8)Stock, on terms and conditions which when taken as a whole are substantially similar to those currently provided generally by the American Home Companies Huntington and its Affiliates to their similarly situated officers and employees. For purposes of participation and vesting (but not accrual of benefits) under such employee benefit plans, (i) the service under any qualified defined benefit plans of Valley the employees of the Citi-Bancshares Companies prior to the Effective Time shall be treated as service under American Home's qualified defined benefit plans, (ii) service under any qualified defined contribution plans of Valley shall be treated as service under American Home's qualified defined contribution plans, and (iii) service under any other with a Huntington Company participating in such employee benefit plans of Valley shall be treated as service under any similar employee benefit plans maintained by American Home. American Home shall cause the American Home 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 Valley's welfare benefit plans to be credited to such Continuing Employees under the American Home 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 American Home welfare benefit plans. The continued coverage Furthermore, officers and employees of Citi-Bancshares Companies (and their spouses and dependents, if applicable) may, upon the Continuing Employees cessation of their participation in a Citi-Bancshares Benefit Plan, immediately participate in the corresponding Benefit Plan maintained by Huntington without regard to pre-existing conditions or waiting periods and all claims paid under a Citi-Bancshares Benefit Plan shall be counted under a Huntington Benefit Plan for purposes of annual deductibles and annual out of pocket expenses. Benefit accruals under any Huntington defined benefit pension plan ("Huntington Plan") will not be offset by benefit accruals under the employee benefits plans maintained by Valley and/or any Valley Subsidiary immediately prior to "Citizens National Bank of Leesburg Defined Benefit Pension Plan (the Effective Time during a transition period shall be deemed to "Pension Plan"); however, in the event the Pension Plan merges with the Huntington Plan, and if benefit accruals under the Pension Plan cease, the Huntington Plan will provide future benefit accruals under the Continuing Employees with benefits Huntington Plan that are no less favorable than those offered to other employees of American Home and its Subsidiaries, provided benefits that after would accrue assuming the Effective Time there is no material reduction Huntington Plan implements a "fresh start formula without wear away" (determined on an overall basis) as described in Treasury Regulation Section 1.401(a)(4)-13(c)(4)(i)). To the benefits provided under the Valley employee extent a participant has a vested benefit plans. American Home also shall cause Valley and its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 5.13(a) of the Valley Disclosure Memorandum to American Home between any Valley Company and any current or former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts amount earned or accrued through the Effective Time under the Valley a Citi-Bancshares Benefit Plans. American Home shall be responsible for , Huntington agrees to pay such benefits in accordance with the fees related terms of such Citi-Bancshares Benefit Plans; provided, however, that (i) with respect to the termination Citizens National Bank of Leesburg Profit Sharing Plan & Trust and the Pension Plan (other than death benefits and interest rates as set forth below), compliance with section 411(d)(6) of the Valley Benefit PlansCode will constitute satisfaction of the requirements of this sentence; (ii) with respect to a participant's accrued benefit under the Pension Plan, Huntington agrees, for twenty-four months following the Effective Time (to the extent permitted by applicable law), to continue to pay death benefits and compute benefits using the death benefit provisions and interest rate factors set forth in the Pension Plan as of the Effective Time.

Employee Benefits and Contracts. Following the Effective Time, American Home but in no event earlier than the consolidation of FCC's depository institution Subsidiaries with Regions' depository institution Subsidiaries, Regions shall provide generally to officers and employees of the Valley FCC Companies, who at or after the Effective Time remain employees of Valley Bank of Maryland or become employees of an American Home a Regions Company (the "Continuing Employees"), employee benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of American Home Common Stock except as set forth in this Section 8.8), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the American Home Regions Companies to their similarly situated officers and employees. For purposes of participation and vesting (but not accrual of benefits) under such employee benefit plans, (i) service under any qualified defined benefit plans of Valley FCC shall be treated as service under American Home's Regions' qualified defined benefit plans, (ii) service under any qualified defined contribution plans of Valley FCC shall be treated as service under American Home's Regions' qualified defined contribution plans, and (iii) service under any other employee benefit plans of Valley FCC shall be treated as service under any similar employee benefit plans maintained by American HomeRegions. American Home Regions shall cause the American Home Regions welfare benefit plans that cover the Continuing Employees after the Effective Time to (i) waive any waiting period and restrictions and limitations for preexisting conditions or insurability, and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under ValleyFCC's welfare benefit plans to be credited to such Continuing Employees under the American Home Regions welfare benefit plans, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the American Home Regions welfare benefit plans. The continued coverage of the Continuing Employees under the employee benefits plans maintained by Valley FCC and/or any Valley FCC Subsidiary immediately prior to the Effective Time during a transition period shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of American Home Regions and its Subsidiaries, provided that after the Effective Time there is no material Material reduction (determined on an overall basis) in the benefits provided under the Valley FCC employee benefit plans. American Home Except as expressly provided in the Supplemental Letter, Regions also shall cause Valley FCC and its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 5.13(a) 8.14 of the Valley FCC Disclosure Memorandum to American Home Regions between any Valley FCC 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 of the Effective Time under the Valley FCC Benefit Plans. American Home shall be responsible for To the fees related extent that Regions has agreed to cause FCC or the termination of the Valley Benefit Plans.appropriate FCC

Employee Benefits and Contracts. Following the Effective Time, American Home Buyer shall provide generally to officers and employees of the Valley Republic Companies, who at or after the Effective Time remain employees of Valley Bank of Maryland or become employees of an American Home a Buyer Company ("Continuing Employees"), employee benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of American Home Buyer Common Stock except as set forth in this Section 8.88.13), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the American Home Buyer Companies to their similarly situated officers and employees. For purposes of participation and vesting (but not accrual of benefits) under such employee benefit plans, (i) service under any qualified defined benefit plans of Valley any Republic Company or any of its predecessors shall be treated as service under American HomeBuyer's qualified defined benefit plans, (ii) service under any qualified defined contribution plans of Valley any Republic Company or any of its predecessors shall be treated as service under American HomeBuyer's qualified defined contribution plans, and (iii) service under any other employee benefit plans of Valley any Republic Company or any of its predecessors shall be treated as service under any similar employee benefit plans maintained by American HomeBuyer. American Home Buyer shall cause the American Home Buyer 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 insurabilityinsurability (except for pre-existing conditions that were excluded under Republic's welfare benefit plans), and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under ValleyRepublic's welfare benefit plans to be credited to such Continuing Employees under the American Home Buyer 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 American Home Buyer welfare benefit plans. The continued coverage of the Continuing Employees under the employee benefits plans maintained by Valley Republic and/or any Valley Republic Subsidiary immediately prior to the Effective Time during a transition period shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of American Home Buyer and its Subsidiaries, provided that after the Effective Time there is no material Material reduction (determined on an overall basis) in the benefits provided under the Valley Republic employee benefit plans. American Home also Buyer shall and shall cause Valley Republic and its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 5.13(a) Sections 7.2 or 8.13 of the Valley Republic Disclosure Memorandum to American Home Buyer between any Valley Republic 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 Valley Republic Benefit Plans. American Home Except as expressly provided in this Section 8.13, nothing contained herein shall in any way limit or restrict the ability of Buyer to amend, modify, or terminate any employee benefit plan, including any Republic Benefit Plan, following the Effective Time. Buyer shall be responsible for the fees related to the termination of the Valley Republic Benefit Plans.

Employee Benefits and Contracts. Following the Effective Time, American Home but in no event earlier than the consolidation of Mutual's depository institution Subsidiaries with UPC's depository institution Subsidiaries, UPC shall provide generally to officers and employees of the Valley Companies, who at or after Mutual Companies (the Effective Time remain employees of Valley Bank of Maryland or become employees of an American Home Company ("Continuing Employees"), employee benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of American Home Common Stock except as set forth in this Section 8.8), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the American Home UPC Companies to their similarly situated officers and employees. For purposes of participation participation, vesting, and vesting benefit accruals (but not accrual of benefitsbenefits under UPC's tax-qualified retirement plans) under such employee benefit plans, (i) service under any qualified defined benefit or contribution plans of Valley Mutual shall be treated as service under American HomeUPC's qualified defined benefit plans, or contribution plans and (ii) service under any qualified defined contribution plans of Valley shall be treated as service under American Home's qualified defined contribution plans, and (iii) service under any other employee benefit plans of Valley Mutual shall be treated as service under any similar employee benefit plans maintained by American HomeUPC. American Home UPC shall cause the American Home 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, insurability and (ii) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under ValleyMutual's welfare benefit plans to be credited to such Continuing Employees under the American Home 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 American Home UPC welfare benefit plans. The continued coverage 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 employee benefits plans maintained by Valley and/or any Valley Subsidiary Mutual Benefit Plans, as in effect immediately prior to the Effective Time during a Time. During such transition period period, the coverage under and participation in the Mutual Benefit Plans shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of American Home UPC and its Subsidiaries, . Except as expressly provided that after the Effective Time there is no material reduction (determined on an overall basis) in the benefits provided under the Valley employee benefit plans. American Home Supplemental Letter, UPC also shall cause Valley Mutual and its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 5.13(a) 8.13 of the Valley Mutual Disclosure Memorandum to American Home UPC between any Valley Mutual 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 the Effective Time under the Valley Benefit Plans. American Home shall be responsible for the fees related to the termination of the Valley Mutual Benefit Plans.

Employee Benefits and Contracts. Following the Effective Time, American Home Centura shall provide generally to officers and employees of the Valley First Coastal Companies, who at or after the Effective Time remain employees of Valley Bank of Maryland or become employees of an American Home a Centura Company (the "Continuing Employees"), employee benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of American Home Common Stock except as set forth in this Section 8.8), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the American Home Centura Companies to their similarly situated officers and employees. For purposes of eligibility, participation and vesting (but not accrual of benefits) under such employee benefit plans, (i) service under any qualified defined benefit plans of Valley First Coastal shall be treated as service under American HomeCentura's qualified defined benefit plans, (ii) service under any qualified defined contribution plans of Valley First Coastal shall be treated as service under American HomeCentura's qualified defined contribution plans, and (iii) service under any other employee benefit plans of Valley First Coastal shall be treated as service under any similar employee benefit plans maintained by American HomeCentura. American Home Centura shall cause the American Home Centura welfare benefit plans that cover the Continuing Employees and dependents of such 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 ValleyFirst Coastal's welfare benefit plans for the plan year in effect as of the Effective Time to be credited to such Continuing Employees under the American Home Centura 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 American Home Centura welfare benefit plans. The continued coverage of the Continuing Employees under the employee benefits plans maintained by Valley First Coastal and/or any Valley First Coastal Subsidiary immediately prior to the Effective Time during a transition period shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of American Home Centura and its Subsidiaries, provided that after the Effective Time there is no material Material reduction (determined on an overall basis) in the benefits provided under the Valley First Coastal employee benefit plans. American Home also Centura shall, and shall cause Valley First Coastal and its Subsidiaries to to, honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 5.13(a) 8.13 of the Valley First Coastal Disclosure Memorandum to American Home Centura between any Valley First Coastal 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 Valley Benefit Plans. American Home shall be responsible for the fees related to the termination of the Valley First Coastal Benefit Plans.

Employee Benefits and Contracts. Following the Effective Time, American Home Regions shall provide generally to officers and employees of the Valley Park Meridian Companies, who at or after the Effective Time remain employees of Valley Bank of Maryland or become employees of an American Home a Regions Company ("Continuing Employees"), employee benefits under employee benefit plans (other than stock option or other plans involving the potential issuance of American Home Regions Common Stock except as set forth in this Section 8.88.10), on terms and conditions which when taken as a whole are substantially similar to those currently provided by the American Home Regions Companies to their similarly situated officers and employees. For purposes of participation and vesting (but not accrual of benefits) under such employee benefit plans, (i) service under any qualified defined benefit plans of Valley Park Meridian shall be treated as service under American Home's Regions' qualified defined benefit plans, (ii) service under any qualified defined contribution plans of Valley Park Meridian shall be treated as service under American Home's Regions' qualified defined contribution plans, and (iii) service under any other employee benefit plans of Valley Park Meridian shall be treated as service under any similar employee benefit plans maintained by American HomeRegions. American Home Regions shall cause the American Home Regions welfare benefit plans that cover the Continuing Employees after the Effective Time to (ia) waive any waiting period and restrictions and limitations for preexisting conditions or insurability, and (iib) cause any deductible, co-insurance, or maximum out-of-pocket payments made by the Continuing Employees under ValleyPark Meridian's welfare benefit plans to be credited to such Continuing Employees under the American Home Regions welfare benefit plans, so as to reduce the amount of any deductible, co-insurance, or maximum out-of-pocket payments payable by the Continuing Employees under the American Home Regions welfare benefit plans. The continued coverage of the Continuing Employees under the employee benefits plans maintained by Valley Park Meridian and/or any Valley Park Meridian Subsidiary immediately prior to the Effective Time during a transition period shall be deemed to provide the Continuing Employees with benefits that are no less favorable than those offered to other employees of American Home Regions and its Subsidiaries, provided that after the Effective Time there is no material Material reduction (determined on an overall basis) in the benefits provided under the Valley Park Meridian employee benefit plans. American Home Regions also shall cause Valley Park Meridian and its Subsidiaries to honor all employment, severance, consulting, and other compensation Contracts disclosed in Section 5.13(a) 8.10 of the Valley Park Meridian Disclosure Memorandum to American Home Regions between any Valley Park Meridian Company and any current or former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Valley Park Meridian Benefit Plans. American Home Regions shall be responsible for the fees related to the termination of the Valley Park Meridian Benefit Plans.