Common use of Employee Benefits and Employees Clause in Contracts

Employee Benefits and Employees. (a) Neither the terms of Section 6.03 hereof nor the provision of any employee benefits by Horizon or any of its Subsidiaries to employees of WBKC or any of its Subsidiaries shall: (a) create any employment contract, agreement, or understanding with or employment rights for, or constitute a commitment or obligation of employment to, any of the officers or employees of WBKC or any of its Subsidiaries; or (b) prohibit or restrict Horizon or its Subsidiaries, whether before or after the Effective Time, from changing, amending, or terminating any employee benefits provided to its employees from time to time. (b) Before the date that is forty-five (45) days after the public announcement of the Merger, Horizon will use its reasonable best efforts to notify WBKC of the employees Horizon intends to retain after the Effective Time. Prior to the Closing Date, WBKC shall be responsible for timely giving any notices to, and terminating (but in no event earlier than the date all Regulatory Approvals are received), any employees whose employment will not be continued by Horizon, and Horizon or WBKC shall pay any and all amounts which are due and payable to such employees in connection with the termination of their employment, including, without limitation, all accrued vacation and sick pay and the severance amounts contemplated by Section 6.03(h) of this Agreement. (c) Before Closing, with WBKC’s prior consent (which consent shall not be unreasonably withheld), Horizon may conduct such training and other programs as it may, in its reasonable discretion and at its sole expense, elect to provide for those employees who will be continuing employment with Horizon; provided, however, that such training and other programs shall not materially interfere with or prevent the performance of the normal business operations of WBKC.

Employee Benefits and Employees. (a) Neither the terms of Section 6.03 hereof nor the provision of any employee benefits by Horizon or any of its Subsidiaries to employees of WBKC LPB or any of its Subsidiaries shall: (a) create any employment contract, agreement, agreement or understanding with or employment rights for, or constitute a commitment or obligation of employment to, any of the officers or employees of WBKC LPB or any of its Subsidiaries; or (b) prohibit or restrict Horizon or its Subsidiaries, whether before or after the Effective Time, from changing, amending, amending or terminating any employee benefits provided to its employees from time to time. (b) Before the date that is forty-five sixty (4560) days after the public announcement of the Mergerprior to Closing, Horizon will use its reasonable best efforts to notify WBKC LPB of the employees Horizon intends to retain after the Effective Time. Prior to the Closing Date, WBKC LPB shall be responsible for timely giving any notices to, and terminating (but in no event earlier than the date all Regulatory Approvals are received)terminating, any employees whose employment will not be continued by Horizon, and Horizon or WBKC LPB shall pay any and all amounts which are then due and payable to such employees in connection with the termination of their employment, including, without limitation, all accrued vacation and sick pay paid-time off and the severance amounts contemplated by Section 6.03(h) of this Agreement. (c) Before Closing, with WBKCLPB’s prior consent (which consent shall not be unreasonably withheld), Horizon may conduct such training and other programs as it may, in its reasonable discretion and at its sole expense, elect to provide for those employees who will be continuing employment with Horizon; provided, however, that such training and other programs shall not materially interfere with or prevent the performance of the normal business operations of WBKCLPB.

Employee Benefits and Employees. (a) Neither the terms of Section 6.03 hereof nor the provision of any employee benefits by Horizon or any of its Subsidiaries to employees of WBKC Heartland or any of its Subsidiaries shall: (a) create any employment contract, agreement, agreement or understanding with or employment rights for, or constitute a commitment or obligation of employment to, any of the officers or employees of WBKC Heartland or any of its Subsidiaries; or (b) prohibit or restrict Horizon or its Subsidiaries, whether before or after the Effective Time, from changing, amending, amending or terminating any employee benefits provided to its employees from time to time. (b) Before the date that is forty-five (45) days after the public announcement of the Merger, Horizon will use its reasonable best efforts to notify WBKC of the employees Horizon intends to retain after the Effective Time. Prior to the Closing Date, WBKC Heartland shall be solely and entirely responsible for timely giving any notices to, to employees (including any such employees that Horizon may offer employment) under the Worker Adjustment and terminating Retraining Notification Act (but in no event earlier than the date all Regulatory Approvals “WARN Act”) to the extent that such notices are received), required to be made as a result of any terminations of Heartland employees whose employment will not be continued prior to the Effective Time of the transactions contemplated by Horizon, and this Agreement. Horizon or WBKC shall pay agrees to assume any and all amounts which are due liabilities of Heartland after the Closing Date with respect to Heartland’s obligations under the WARN Act, and payable other applicable federal and state laws, with respect to such the employees in connection with the termination of their employment, including, without limitation, all accrued vacation and sick pay and the severance amounts contemplated retained by Section 6.03(h) of this AgreementHorizon. (c) Before Closing, with WBKCHeartland’s prior consent (which consent shall not be unreasonably withheld), Horizon may conduct such training and other programs as it may, in its reasonable discretion and at its sole expense, elect to provide for those employees who will be continuing employment with Horizon; provided, however, that such training and other programs shall not materially interfere with or prevent the performance of the normal business operations of WBKCHeartland.

Employee Benefits and Employees. (a) Neither the terms of Section 6.03 6.04 hereof nor the provision of any employee benefits by Horizon or any of its Subsidiaries to employees of WBKC Peoples or any of its Subsidiaries shall: (a) create any employment contract, agreement, agreement or understanding with or employment rights for, or constitute a commitment or obligation of employment to, any of the officers or employees of WBKC Peoples or any of its Subsidiaries; or (b) prohibit or restrict Horizon or its Subsidiaries, whether before or after the Effective Time, from changing, amending, amending or terminating any employee benefits provided to its employees from time to time. (b) Before the date that is forty-five sixty (4560) days after the public announcement of the Mergerprior to Closing, Horizon will use its reasonable best efforts to notify WBKC Peoples of the employees Horizon intends to retain after the Effective Time. Prior to the Closing Date, WBKC Peoples shall be responsible for timely giving any notices to, and terminating (but in no event earlier than the date all Regulatory Approvals are received)terminating, any employees whose employment will not be continued by Horizon, and Horizon or WBKC Peoples shall pay any and all amounts which are then due and payable to such employees in connection with the termination of their employment, including, without limitationbut not limited to, all accrued vacation and sick pay and the severance amounts contemplated by Section 6.03(h6.04(h) of this Agreement. (c) Before Closing, with WBKC’s Peoples’ prior consent (which consent shall not be unreasonably withheld), Horizon may conduct such training and other programs as it may, in its reasonable discretion and at its sole expense, elect to provide for those employees who will be continuing employment with Horizon; provided, however, that such training and other programs shall not materially interfere with or prevent the performance of the normal business operations of WBKCPeoples.

Employee Benefits and Employees. (a) Neither the terms of Section 6.03 hereof nor the provision of any employee benefits by Horizon or any of its Subsidiaries to employees of WBKC SBI or any of its Subsidiaries shall: (a) create any employment contract, agreement, or understanding with or employment rights for, or constitute a commitment or obligation of employment to, any of the officers or employees of WBKC SBI or any of its Subsidiaries; or (b) prohibit or restrict Horizon or its Subsidiaries, whether before or after the Effective Time, from changing, amending, or terminating any employee benefits provided to its employees from time to time. (b) Before the date that is forty-five sixty (4560) days after the public announcement of the Merger, Horizon will use its reasonable best efforts to notify WBKC SBI of the employees Horizon intends to retain after the Effective Time. Prior to the Closing Date, WBKC SBI shall be responsible for timely giving any notices to, and terminating (but in no event earlier than the date all Regulatory Approvals are received)terminating, any employees whose employment will not be continued by Horizon, and Horizon or WBKC SBI shall pay any and all amounts which are then due and payable to such employees in connection with the termination of their employment, including, without limitation, all accrued vacation and sick pay and the severance amounts contemplated by Section 6.03(h) of this Agreement. (c) Before Closing, with WBKCSBI’s prior consent (which consent shall not be unreasonably withheld), Horizon may conduct such training and other programs as it may, in its reasonable discretion and at its sole expense, elect to provide for those employees who will be continuing employment with Horizon; provided, however, that such training and other programs shall not materially interfere with or prevent the performance of the normal business operations of WBKCSBI.

Employee Benefits and Employees. (a) Neither the terms of Section 6.03 hereof nor the provision of any employee benefits by Horizon or any of its Subsidiaries to employees of WBKC SCB or any of its Subsidiaries shall: (a) create any employment contract, agreement, agreement or understanding with or employment rights for, or constitute a commitment or obligation of employment to, any of the officers or employees of WBKC SCB or any of its Subsidiaries; or (b) prohibit or restrict Horizon or its Subsidiaries, whether before or after the Effective Time, from changing, amending, amending or terminating any employee benefits provided to its employees from time to time. (b) Before the date that is forty-five sixty (4560) days after the public announcement of the Mergerprior to Closing, Horizon will use its reasonable best efforts to notify WBKC SCB of the employees Horizon intends to retain after the Effective Time. Prior to the Closing Date, WBKC SCB shall be responsible for timely giving any notices to, and terminating (but in no event earlier than the date all Regulatory Approvals are received)terminating, any employees whose employment will not be continued by HorizonHorizon (including any required notices under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) which shall be given at least sixty (60) days prior to Closing if the WARN Act applies), and Horizon or WBKC SCB shall pay any and all amounts which are then due and payable to such employees in connection with the termination of their employment, including, without limitationbut not limited to, all accrued vacation and sick pay and the severance amounts contemplated by Section 6.03(h) of this Agreement. (c) Before Closing, with WBKCSCB’s prior consent (which consent shall not be unreasonably withheld), Horizon may conduct such training and other programs as it may, in its reasonable discretion and at its sole expense, elect to provide for those employees who will be continuing employment with Horizon; provided, however, that such training and other programs shall not materially interfere with or prevent the performance of the normal business operations of WBKCSCB.