Common use of Employee Considerations Clause in Contracts

Employee Considerations. (a) Purchaser shall offer employment, through written offer letter, to become effective as of the Closing Date, to all current employees of the Department whose names appear on a list attached hereto as Exhibit 4.1 (a) and incorporated herein for all purposes (the "Employees"). To the extent consistent with Purchaser's existing compensation structure for comparable positions and comparable officer titles and its current policies regarding officer titles, all Employees shall be offered employment at base wages and salaries no less favorable than the wages and salaries currently being paid by Seller to such Employees and in positions with comparable responsibilities and officer titles, and, unless agreed upon by such Employee before the Closing Date, within a reasonable geographic proximity to such Employees' current work location. As a condition of acceptance of employment with Purchaser, each Employee will be required to resign their employment with Seller, effective as of the close of business on the Closing Date, and Purchaser shall make this requirement a condition of employment in Purchaser's offer letter to Employees. (b) All Employees who accept employment with Purchaser as of the Closing Date shall be eligible to participate in the employee benefit plans and other fringe benefits of Purchaser on the same basis as such plans and benefits are offered to employees of Purchaser with comparable positions with Purchaser. Purchaser shall credit such Employees for their length of service with Seller or its Affiliates for all purposes under each employee benefit and fringe benefit plan to be provided by Purchaser to such Employees, to the same extent such service was recognized under a similar plan of Seller, based on information provided by Seller. Such service, however, need only be counted for purposes of vesting, eligibility and the rate of prospective benefit accrual under any pension benefit plan where such rate increases with service. For purposes of this Section 4.1, "employee benefit plans and other fringe benefits" includes, without limitation, pension and profit sharing plans, retirement and post retirement welfare benefits, health insurance benefits (medical, dental and vision), disability, life and accident insurance, sickness benefits, vacation, employee loans and banking privileges. (c) If Purchaser offers a salary continuation or similar program for employees unable to work for medical reasons, the Employees who accept employment with Purchaser shall be credited under any program of Purchaser with at least the number of sickness benefit days accrued under Seller's program at the Closing Date. Seller shall be responsible for payment of any sickness benefit days utilized by Employee before or on the Closing Date. (d) Seller agrees to remain responsible for the payment of all benefits accrued under the terms of Seller's 401(k) Savings Plan with respect to any Employee. Purchaser shall not at any time assume any liability for the benefits of any active or any terminated, vested or retired participants in Seller's 401(k) Savings Plan. (e) Seller shall be responsible for payments for accrued vacation not taken by an Employee prior to the Closing Date, which payments shall be made within thirty (30) days following the Closing Date, and for timely payment as required by law of all wages, salaries, bonuses, if any, and other compensation with respect to service completed on or prior to the Closing Date. Employees' accrued vacation days or fractions thereof earned but unused while employed by Seller will be transferred to Purchaser and Purchaser shall give such Employee credit after the Closing Date for the same number of vacation days or fractions thereof he or she has accrued with Seller as of the Closing Date. For the purposes of Section 4.1(e), personal choice days or fractions thereof will be treated as vacation days. The amount equal to the net cash value of each such Employee's accrued vacation before payroll deductions will be treated as an accrued expense on the closing statement. In the calendar year in which the Closing Date occurs, Employees shall be eligible to earn at least the annual vacation amount Employees were eligible to earn under Seller's vacation policy. In subsequent calendar years, Employees will be eligible to earn vacation according to the schedule specified in Purchaser's policy. (f) Seller shall retain the responsibility for payment of all medical, dental, vision, health and disability claims incurred by any Employee prior to the Closing Date, and Purchaser shall not assume any liability with respect to such claims. Purchaser agrees that any preexisting condition clause in any of Purchaser's health or disability insurance coverage shall not be applicable to Employees who accept employment with Purchaser, and their eligible dependents, provided such Employee and such eligible dependent is enrolled in Seller's plans on the Closing Date and such employee and/or eligible dependent has satisfied any preexisting condition exclusion period under Seller's plans. On or after the Closing Date, all medical, dental, vision, health and disability claims incurred by Employees in Purchaser's employ shall be determined under Purchaser's benefit plans. (g) Seller shall be responsible for providing any Employee whose "qualifying event," within the meaning of Section 4980B(f) of the IRC, occurs on or prior to the Closing Date (and such Employee's "qualified beneficiaries" within the meaning of Section 4980B(f) of the IRC) with the continuation of group health coverage required by Section 4980B(f) of the IRC ("Continuation Coverage") under the terms of the health plan maintained by Seller. Purchaser shall be responsible for Continuation Coverage of any Employee in Purchaser's employ (and each Employee's qualified beneficiaries) whose qualifying event occurs after the Closing Date to the extent required by law. (h) Seller agrees that it shall retain, consistent with its normal employment practices, all liability and obligation, if any (including, without limitation, the liability and obligation of all wages, salary, vacation pay and unemployment, medical, dental, vision, health and disability benefits), for those former employees of the Department who retired or terminated employment prior to the Closing Date or who otherwise do not become employees of Purchaser. (i) Effective as of the Closing Date, Purchaser shall assume liability for severance pay and similar obligations payable to any Employee who accepts employment with Purchaser and who is terminated by Purchaser on or after the Closing Date. Such payment shall be made pursuant to Purchaser's normal severance policy and Purchaser shall compute severance pay by giving Employees full credit for all years of service that would have been recognized under Seller's severance policy. Seller shall provide Purchaser a copy of Seller's severance policy. (j) Seller shall retain the responsibility for payment of all short term disability benefits, sick pay or salary continuation for all Employees prior to the Closing Date, and Purchaser shall not assume responsibility for such benefits. On and after the Closing Date, Purchaser will be responsible for payment of all short term disability benefits, sick pay or salary continuation for all Employees in Purchaser's employ. (k) Purchaser shall be responsible for advising Employees of the details of any offers and terms of employment, and answering any questions relating thereto, but Seller shall be allowed to review and approve any communication that refers to any of Seller's benefits or policies prior to its distribution; provided, however, that this paragraph shall not be construed to require Purchaser and Seller to act jointly at any time. (l) Seller will pay no later than thirty (30) days following the Closing Date all accrued compensation due and owing to any Employee under any incentive plan of Seller's earned prior to or on the Closing Date. (m) Purchaser is not hereby, and at no time hereafter will be, adopting, accepting, or assuming any employee benefit plan or collective bargaining agreement of Seller relating to any of its employees or any other agreement, trust, plan, fund or other arrangement of Seller that provides for employee benefits or perquisites (collectively, "Employment Arrangements"), and Purchaser shall have no liability or obligation whatsoever under any such Employment Arrangements to Seller or to any employees of Seller, whether or not any of such employees become employees of Purchaser. Except as provided in this Section 4.1, Purchaser is not obligated to replace any of the Employment Arrangements for any of the employees of Seller who become employees of Purchaser. (n) Except as may be otherwise provided in this Section 4.1, Purchaser shall not be obligated to make any contribution to any plan or program on behalf of any employees of Seller, or to otherwise provide any compensation or benefits to any of such employees, with respect to any period prior to the Closing. It is further provided that in no way shall Purchaser be liable for claims of any employees of the Department which any of them have against Seller, and Seller agrees to indemnify Purchaser and hold Purchaser harmless from and against any such claims. (o) The obligations of Purchaser hereunder are conditioned upon the receipt by Purchaser prior to the Closing Date of approval of such by obligations by the provider of Purchaser's employee benefits.

Employee Considerations. (a) Purchaser Buyer shall offer employment, through written offer letter, to become effective employment as of the Closing Date, Date to all current employees of the Department whose names appear on a list attached hereto as Exhibit 4.1 (a) and incorporated herein for all purposes (the "Employees"). To the extent consistent with Purchaser's existing compensation structure for comparable positions and comparable officer titles and its current policies regarding officer titles, all All Employees shall be offered employment at base wages and salaries no less favorable than the wages and salaries currently being paid by Seller to such Employees. To the extent consistent with Buyers existing structure for comparable positions and comparable officer titles and its current policies regarding officer titles, Employees and in shall be offered positions with comparable responsibilities and officer titles, titles comparable to those they currently have with Seller and, unless agreed upon by any such Employee before the Closing DateEmployee, within a reasonable geographic proximity to such Employees' current Employees work location. As a condition of acceptance of employment with Purchaser, each Employee will be required to resign their employment with Seller, effective as of the close of business on location before the Closing Date, and Purchaser shall make this requirement a condition of employment in Purchaser's offer letter to Employees. (b) All Employees who accept employment with Purchaser Buyer as of the Closing Date shall be eligible to participate in the employee benefit plans and other fringe benefits of Purchaser Buyer on the same basis as such plans and benefits are offered to employees of Purchaser Buyer with comparable positions with PurchaserBuyer, except as provided in the penultimate sentence of Section 2.4(e). Purchaser Buyer shall credit such Employees for their length of service with Seller or its Affiliates for all purposes under each employee benefit plan and fringe benefit plan to be provided by Purchaser Buyer to such Employees, to the same extent such service was recognized under a similar plan of Seller, based on information provided by Seller. Such serviceHowever, however, such service need only not be counted for purposes of vestingcalculating accrued benefits under a pension benefit plan, eligibility and except that in determining the rate of prospective benefit accrual under any pension benefit plan accrual, service shall be counted where such rate increases with service. For purposes of this Section 4.12.4, "employee benefit plans and other fringe benefits" includes, without limitation, pension and profit sharing plans, retirement and post retirement welfare benefits, health insurance benefits (medical, dental and vision), disability, life and accident insurance, sickness benefits, vacation, employee loans and banking privileges. (c) If Purchaser Buyer offers a salary continuation or similar program for employees unable to work for medical reasons, the Employees who accept employment with Purchaser Buyer shall be credited under any program of Purchaser Buyer with at least the number of sickness benefit days accrued under Seller's program at the Closing Date. Seller shall be responsible for payment of any sickness benefit days utilized by Employee before or on the Closing Date. (d) Seller agrees to remain responsible for the payment of all benefits accrued during the period of employment by the Seller under the terms of the Seller's 401(k) Savings Plan retirement plans with respect to any Employee. Purchaser Buyer shall not at any time assume any liability for the benefits of any active or any terminated, vested or retired participants in Seller's 401(k) Savings Planthe Sellers retirement plans. (e) Seller shall be responsible for payments for accrued vacation not taken by an Employee prior to the Closing Date, which payments shall be made within thirty (30) days following the Closing Date, Date and for timely payment as required by law of all wages, salaries, bonuses, if any, and other compensation with respect to service completed on or prior to the Closing Date. Employees' Seller shall offer Employees who accept employment with Buyer the option to receive cash or to transfer to Buyer their accrued vacation days or fractions thereof earned but unused while employed by Seller. In the event any Employee elects to receive cash upon employment by Buyer, Seller will be shall make a cash payment to such Employee in accordance with applicable law. In the event any such Employee elects to have his or her accrued vacation transferred to Purchaser and Purchaser upon employment by Buyer, Buyer shall give such Employee credit after the Closing Date for the same number of vacation days or fractions thereof he or she has accrued with Seller as of the Closing Date. For the purposes of Section 4.1(e)this Section, personal choice days or fractions thereof will be treated as vacation days. The In the event Employees elect to have their accrued vacation carried over to Buyer, Seller shall pay to Buyer, not later than the date of the Final Financial Statement, an amount equal to the net cash value of each such Employee's accrued vacation before payroll deductions will be treated as an accrued expense on the closing statementdeductions. In the calendar year in which the Closing Date occurs, Employees shall be eligible to earn at least the prorated annual vacation amount Employees were eligible to earn under Seller's vacation policy. In subsequent calendar years, Employees will be eligible to earn vacation according to the schedule specified in PurchaserBuyer's policy. (f) Seller shall retain the responsibility for payment of all medical, dental, vision, health and disability claims incurred by any Employee prior to the Closing Date, and Purchaser Buyer shall not assume any liability with respect to such claims. Purchaser agrees that any preexisting condition clause in any of Purchaser's health or disability insurance coverage shall not be applicable to Employees who accept employment with Purchaser, and their eligible dependents, provided such Employee and such eligible dependent is enrolled in Seller's plans on the Closing Date and such employee and/or eligible dependent has satisfied any preexisting condition exclusion period under Seller's plans. On or after the Closing Date, all medical, dental, vision, health and disability claims incurred by Employees in PurchaserBuyer's employ shall be determined under PurchaserBuyer's benefit plans. Buyer agrees that Employees and their eligible dependents will receive credit for their periods of coverage under Seller's health or disability plans towards satisfying any preexisting condition clause in any of Buyers health or disability plans, provided such Employee or eligible dependent is enrolled in Seller's plans on the Closing Date. Buyer also agrees that Employees and their eligible dependents shall receive credit under Buyer's health care plans for any deductibles paid by such Employee and enrolled dependents for the current plan year under a health care plan maintained by Seller. (g) Seller shall be responsible for providing any Employee whose "qualifying event," ", within the meaning of Section 4980B(f) of the IRC, occurs on or prior to the Closing Date (and such Employee's Employees "qualified beneficiaries" within the meaning of Section 4980B(f) of the IRC) with the continuation of group health coverage required by Section 4980B(f) of the IRC ("Continuation Coverage") under the terms of the health plan maintained by Seller. Purchaser Buyer shall be responsible for Continuation Coverage of to any Employee in PurchaserBuyer's employ (and each Employee's qualified beneficiaries) whose qualifying event occurs after the Closing Date to the extent required by law. (h) Seller agrees that it shall retain, consistent with its normal employment practices, all liability and obligation, if any (including, without limitation, the liability and obligation of for all wages, salary, vacation pay and unemployment, medical, dental, vision, health and disability benefits), ) for those former employees of the Department Branches who retired or terminated employment prior to the Closing Date or who otherwise do not become employees of PurchaserBuyer. (i) Effective as of the Closing Date, Purchaser Buyer shall assume liability for severance pay and similar obligations payable to any Employee who accepts employment with Purchaser Buyer and who is terminated by Purchaser Buyer on or after the Closing Date. Such payment shall be made pursuant to PurchaserBuyer's normal severance policy and Purchaser Buyer shall compute severance pay by giving Employees full credit for all years of service that would have been recognized under Seller's severance policy. In addition, for an Employee whose job with Buyer is eliminated within twelve (12) months of the Closing Date, Buyer agrees to pay to such Employee the difference, if any, between the amount of severance pay received by the Employee under Buyer's severance policy and the amount such Employee would have received upon his or her separation from the Seller shall provide Purchaser a copy of under Seller's severance policypolicy in effect on the Closing Date. (j) For Employees who accept employment with Buyer and who as of the Closing Date are absent from work due to sickness or short-term disability, Seller shall retain the responsibility have no further liability or obligation for payment of all short short-term disability benefits, sick pay or salary continuation for all Employees prior to the extent attributable to periods after the Closing DateDate (or any medical, dental, vision and Purchaser shall not assume responsibility for such benefits. On and health claims incurred after the Closing Date, Purchaser will ). Such Employees shall be responsible eligible for payment of all short term disability benefits, sick pay or salary continuation for all Employees in Purchaser's employsuch benefits as are provided by Buyer under its policies and this Agreement. (k) Purchaser The Buyer shall make the offers of employment as soon as possible after all the consents, approvals and authorizations referred to in Sections 7.1(c) and 7.2(c) hereof have been obtained (and in no event more than ten (10) Business Days after the last of such consents, approvals and authorizations has been obtained). Such offers shall be made in person to each Employee at a meeting at which representatives of Buyer and Seller are present. The information provided to each Employee at such meeting shall include a discussion of Buyer's employee benefit plans and policies, together with a written summary thereof. Buyer shall be responsible for advising Employees of the details of any offers and terms of employment, and answering any questions relating thereto, but Seller shall be allowed to review and approve any communication that refers to any of Seller's benefits or policies approve, prior to its distribution; provided, however, that this paragraph shall not be construed to require Purchaser and Seller to act jointly at (i) any time. (l) Seller will pay no later than thirty (30) days following the Closing Date all accrued compensation due and owing to any Employee under any incentive plan of Seller's earned prior to or on the Closing Date. (m) Purchaser is not hereby, and at no time hereafter will be, adopting, accepting, or assuming any employee benefit plan or collective bargaining agreement of Seller relating to any of its employees or any other agreement, trust, plan, fund or other arrangement of Seller that provides for employee benefits or perquisites (collectively, "Employment Arrangements"), and Purchaser shall have no liability or obligation whatsoever under any such Employment Arrangements to Seller or to any employees of Seller, whether or not any of such employees become employees of Purchaser. Except as provided in this Section 4.1, Purchaser is not obligated to replace any of the Employment Arrangements for any of the employees of Seller who become employees of Purchaser. (n) Except as may be otherwise provided in this Section 4.1, Purchaser shall not be obligated to make any contribution to any plan or program on behalf of any employees of Seller, or to otherwise provide any compensation or benefits to any of such employees, communication with respect to any period prior to the Closing. It is further provided that in no way shall Purchaser be liable for claims of any employees of the Department which any of them have against Seller, and Seller agrees to indemnify Purchaser and hold Purchaser harmless from and against any such claims. (o) The obligations of Purchaser hereunder are conditioned upon the receipt by Purchaser Employees prior to the Closing Date, and (ii) any communication with such Employees after the Closing Date of approval of such by obligations by the provider of Purchaserwhich describes or refers to Seller's employee benefitsbenefit plans and policies. Buyer shall not at any time have access to Employee personnel files of Seller.

Employee Considerations. (a) Purchaser Buyer shall offer employment, through written offer letter, to become effective employment as of the day after the Closing Date, Date to all current employees Employees described on Schedule 1.1(a)(1). Buyer shall have the opportunity to interview Employees -18- -------------------------------------------------------------------------------- BRANCH PURCHASE AGREEMENT described on Schedule 1.1(a)(2) and may offer employment as of the Department whose names appear on a list attached hereto as Exhibit 4.1 (a) and incorporated herein for all purposes (day after the "Employees")Closing Date to any such Employee. To the extent consistent with Purchaser's existing compensation structure for comparable positions and comparable officer titles and its current policies regarding officer titles, all All Employees shall be offered employment at base wages and salaries no less favorable than the wages and salaries currently being paid by Seller to such Employees. To the extent consistent with Buyer's existing structure for comparable positions and comparable officer titles and its current policies regarding officer titles, Employees and in shall be offered positions with comparable responsibilities and officer titles, and, unless titles comparable to those they currently have with Seller. Unless agreed upon by such Employee before an Employee, the Closing Date, within position offered by the Buyer will not create a reasonable geographic proximity to such Employees' current work location. As a condition of acceptance of employment with Purchaser, each Employee will be required to resign their employment with Seller, effective as of the close of business on the Closing Datecommute that is greater than 35 miles one way, and Purchaser shall make this requirement a condition if the Employee's current commute is in excess of employment in Purchaser35 miles one way, the position will not increase the Employee's offer letter to Employeescommute. (b) All Employees who accept employment with Purchaser Buyer as of the day after the Closing Date shall be eligible to participate in the employee benefit plans and other fringe benefits of Purchaser Buyer on the same basis as such plans and benefits are offered to employees of Purchaser Buyer with comparable positions with PurchaserBuyer, except as provided in the penultimate sentence of Section 2.4(e). Purchaser Buyer shall credit such Employees for their length of service with Seller or its Affiliates for all purposes under each employee benefit plan and fringe benefit plan to be provided by Purchaser Buyer to such Employees, to the same extent such service was recognized under a similar plan of Seller, based on information provided by Seller. Such serviceHowever, however, such service need only not be counted for purposes of vestingcalculating accrued benefits under a pension benefit plan, eligibility and except that in determining the rate of prospective benefit accrual under any pension benefit plan accrual, service shall be counted where such rate increases with service. For purposes of this Section 4.12.4, "employee benefit plans and other fringe benefits" includes, without limitation, pension and profit sharing plans, retirement and post retirement welfare benefits, health insurance benefits (medical, dental and vision), disability, life and accident insurance, sickness benefits, vacation, employee loans and banking privileges. (c) If Purchaser Buyer offers a salary continuation or similar program for employees unable to work for medical reasons, the Employees who accept employment with Purchaser Buyer shall be credited under any program of Purchaser Buyer with at least the number of sickness benefit days accrued under Seller's program at the Closing Date. Seller shall be responsible for payment of any sickness benefit days utilized by Employee before or on the Closing Date. (d) Seller agrees to remain responsible for the payment of all benefits accrued during the period of employment by the Seller under the terms of the Seller's 401(k) Savings Plan retirement plans with respect to any Employee. Purchaser Buyer shall not at any time assume any liability for the benefits of any active or any terminated, vested or retired participants in the Seller's 401(k) Savings Planretirement plans. (e) Seller shall be responsible for payments for accrued vacation not taken by an Employee on or prior to the Closing Date, which payments shall be made within thirty (30) days following the Closing Date, -19- -------------------------------------------------------------------------------- BRANCH PURCHASE AGREEMENT Date and for timely payment as required by law of all wages, salaries, bonuses, if any, and other compensation with respect to service completed on or prior to the Closing Date. Employees' Seller shall offer Employees who accept employment with Buyer the option to receive cash or to transfer to Buyer their accrued vacation days or fractions thereof earned but unused while employed by Seller. In the event any Employee elects to receive cash upon employment by Buyer, Seller will be shall make a cash payment to such Employee in accordance with applicable law. In the event any such Employee elects to have his or her accrued vacation transferred to Purchaser and Purchaser upon employment by Buyer, Buyer shall give such Employee credit after the Closing Date for the same number of vacation days or fractions thereof he or she has accrued with Seller as of the Closing Date. For the purposes of this Section 4.1(e2.4(e), personal choice days or fractions thereof will be treated as vacation days. The In the event Employees elect to have their accrued vacation carried over to Buyer, Seller shall pay to Buyer, not later than the date of the Final Financial Statement, an amount equal to the net cash value of each such Employee's accrued vacation before payroll deductions will be treated as an accrued expense on the closing statementdeductions. In the calendar year in which the Closing Date occurs, Employees shall be eligible to earn at least the prorated annual vacation amount Employees were eligible to earn under Seller's vacation policy. In subsequent calendar years, Employees will be eligible to earn vacation according to the schedule specified in PurchaserBuyer's policy. (f) Seller shall retain the responsibility for payment of all medical, dental, vision, health and disability claims incurred by any Employee on or prior to the Closing Date, and Purchaser Buyer shall not assume any liability with respect to such claims. Purchaser agrees that any preexisting condition clause in any of Purchaser's health or disability insurance coverage shall not be applicable to Employees who accept employment with Purchaser, and their eligible dependents, provided such Employee and such eligible dependent is enrolled in Seller's plans on the Closing Date and such employee and/or eligible dependent has satisfied any preexisting condition exclusion period under Seller's plans. On or after After the Closing Date, all medical, dental, vision, health and disability claims incurred by Employees in PurchaserBuyer's employ shall be determined under PurchaserBuyer's benefit plans. Buyer agrees that Employees and their eligible dependents will receive credit for their periods of coverage under Seller's health or disability plans towards satisfying any preexisting condition clause in any of Buyer's health or disability plans, provided such Employee or eligible dependent is enrolled in Seller's plans on the Closing Date. Buyer also agrees that Employees and their eligible dependents shall receive credit under Buyer's health care plans for any deductibles paid by such Employee and enrolled dependents for the current plan year under a health care plan maintained by Seller. (g) Seller shall be responsible for providing any Employee whose "qualifying event," within the meaning of Section 4980B(f) of the IRC, occurs on or prior to the Closing Date (and such Employee's "qualified beneficiaries" within the meaning of Section 4980B(f) of the IRC) with the continuation of group health coverage required by Section 4980B(f) of the IRC ("Continuation Coverage") under the terms of the health plan maintained by Seller. Purchaser Buyer shall be responsible for Continuation Coverage of to any Employee in PurchaserBuyer's employ (and each Employee's qualified beneficiaries) whose qualifying event occurs after the Closing Date to the extent required by law.. -20- -------------------------------------------------------------------------------- BRANCH PURCHASE AGREEMENT (h) Seller agrees that it shall retain, consistent with its normal employment practices, all liability and obligation, if any (including, without limitation, the liability and obligation of for all wages, salary, vacation pay and unemployment, medical, dental, vision, health and disability benefits), ) for those former employees of the Department Facilities who retired or terminated employment on or prior to the Closing Date or who otherwise do not become employees of PurchaserBuyer. (i) Effective as of the day after the Closing Date, Purchaser Buyer shall assume liability for severance pay and similar obligations payable to any Employee who accepts employment with Purchaser Buyer and who is terminated by Purchaser Buyer on or after the Closing Date. Such payment shall be made pursuant to PurchaserBuyer's normal severance policy and Purchaser Buyer shall compute severance pay by giving Employees full credit for all years of service that would have been recognized under Seller's severance policy. In addition, for an Employee whose job with Buyer is eliminated by a reduction in force or elimination of position within twelve (12) months of the Closing Date, Buyer agrees to pay to such Employee the difference, if any, between the amount of severance pay received by the Employee under Buyer's severance policy and the amount such Employee would have received upon his or her separation from the Seller shall provide Purchaser a copy of under Seller's severance policypolicy in effect at that time. (j) Effective immediately after the Closing Date, the Buyer shall assume all liability and obligation for, and Seller shall retain the responsibility for payment of all short have no further liability or obligation for, short-term disability benefits, sick pay or salary continuation for all Employees prior to the extent attributable to periods after the Closing DateDate (and any medical, dental, vision and Purchaser shall not assume responsibility health benefits for such benefits. On and claims incurred after the Closing Date, Purchaser will be responsible ) for payment those Employees who accept employment with the Buyer and who as of all short the day after the Closing Date are absent from work due to sickness or short-term disability benefits, sick pay or salary continuation for all Employees in Purchaser's employdisability. (k) Purchaser The Buyer shall make the offers of employment as soon as possible after all the consents, approvals and authorizations referred to in Sections 7.1(c) and 7.2(c) hereof have been obtained (and in no event more than ten (10) Business Days after the last of such consents, approvals and authorizations has been obtained). Buyer will promptly notify Seller of any offer it plans to make prior to extending such offer, and of acceptance of any such offer by any Employee. Buyer shall be responsible for advising Employees of the details of any offers and terms of employment, and answering any questions relating thereto, but Seller shall be allowed to review and approve any communication that refers to any of Seller's benefits or policies (which approval shall not be unreasonably withheld), prior to its distribution; provided, however, that this paragraph shall not be construed to require Purchaser and Seller to act jointly at (i) any time. (l) Seller will pay no later than thirty (30) days following the Closing Date all accrued compensation due and owing to any Employee under any incentive plan of Seller's earned prior to communication with Employees on or on the Closing Date. (m) Purchaser is not hereby, and at no time hereafter will be, adopting, accepting, or assuming any employee benefit plan or collective bargaining agreement of Seller relating to any of its employees or any other agreement, trust, plan, fund or other arrangement of Seller that provides for employee benefits or perquisites (collectively, "Employment Arrangements"), and Purchaser shall have no liability or obligation whatsoever under any such Employment Arrangements to Seller or to any employees of Seller, whether or not any of such employees become employees of Purchaser. Except as provided in this Section 4.1, Purchaser is not obligated to replace any of the Employment Arrangements for any of the employees of Seller who become employees of Purchaser. (n) Except as may be otherwise provided in this Section 4.1, Purchaser shall not be obligated to make any contribution to any plan or program on behalf of any employees of Seller, or to otherwise provide any compensation or benefits to any of such employees, with respect to any period prior to the Closing. It is further provided that in no way shall Purchaser be liable for claims of any employees of the Department which any of them have against Seller, and Seller agrees to indemnify Purchaser and hold Purchaser harmless from and against any such claims. (o) The obligations of Purchaser hereunder are conditioned upon the receipt by Purchaser prior to the Closing Date, and (ii) any communication with such Employees after the Closing Date of approval of such by obligations by the provider of Purchaserwhich describes or refers to Seller's employee benefits.benefit plans and -21- -------------------------------------------------------------------------------- BRANCH PURCHASE AGREEMENT

Employee Considerations. (a) Purchaser Subject to the Closing, the Seller shall offer employmentterminate the employment of all Employees, through written offer lettereffective as of the close of business on the Business Day immediately preceding the Closing Date, and, other than those employees designated on Schedule 5.1(g), the Buyer shall offer, subject to become Buyer's normal new employee screening procedures, new employment with the Buyer to all Employees, effective as of the Closing Date, . Any Employee who elects to all current employees accept employment with the Buyer will be an "at will" employee of the Department whose names appear on a list attached hereto Buyer under the same conditions as Exhibit 4.1 (a) the Buyer's other employees. All Employees shall be offered employment at base wages and incorporated herein for all purposes (salaries reasonably consistent with the "Employees")wages and salaries currently being paid by the Buyer to its other employees. To the extent consistent with Purchaserthe Buyer's existing compensation structure for comparable positions and comparable officer titles and its current policies regarding officer titles, all Employees shall be offered employment at base wages and salaries no less favorable than the wages and salaries currently being paid by Seller to such Employees and in positions with comparable responsibilities and officer titles, and, unless agreed upon by such Employee titles comparable to those they held with the Seller before the Closing Date, within a reasonable geographic proximity to such Employees' current work location. As a condition of acceptance of employment with Purchaser, each Employee will be required to resign their employment with Seller, effective as of the close of business on the Closing Date, and Purchaser shall make this requirement a condition of employment in Purchaser's offer letter to Employees. (b) All Employees who accept employment with Purchaser the Buyer as of the Closing Date shall be eligible to participate in the employee benefit plans and other fringe benefits of Purchaser the Buyer on the same basis as such plans and benefits are offered to the other employees of Purchaser the Buyer with comparable positions with Purchaserthe Buyer. Purchaser The Buyer shall credit such Employees for their length of service with the Seller (or its Affiliates predecessors) for all purposes under each employee benefit plan and fringe benefit plan to be provided by Purchaser the Buyer to such Employees, to the same extent such service was recognized under a similar plan of Seller, based on information provided by the Seller. Such service, however, need only be counted for purposes of vesting, eligibility and the rate of prospective benefit accrual under any pension benefit plan where such rate increases with service. For purposes of this Section 4.12.4, "employee benefit plans plan and other fringe benefitsbenefit" includes, without limitation, any pension and profit sharing plans, retirement and post retirement welfare benefits, health insurance benefits (medical, dental and vision), disability, life and accident insurance, sickness benefits, vacation, employee loans and banking privileges. (c) If Purchaser offers a salary continuation or similar program for employees unable privileges currently offered by the Buyer; provided, however, enrollment in the Buyer's 401k plan will be made available to work for medical reasons, such Employees on the Employees who accept employment with Purchaser shall be credited under any program first day of Purchaser with at least the number of sickness benefit days accrued under Seller's program at the Closing Date. Seller shall be responsible for payment of any sickness benefit days utilized by Employee before or on next calendar quarter following the Closing Date. (dc) The Seller agrees to remain responsible for the payment of all benefits accrued during the period of employment by the Seller under the terms of the Seller's 401(k) Savings Plan retirement plans, severance plans and all other plans with respect to any Employee. Purchaser The Buyer shall not at any time assume any liability for the benefits of any active or any terminated, vested or retired participants in the Seller's 401(k) Savings Planretirement plans, severance plans or other plans. (ed) The Seller shall be solely responsible for payments for accrued vacation not taken by an Employee Employees prior to the Closing Date, which payments shall be made within thirty (30) days following the Closing Date, Date and for timely payment as required by law of all wages, salaries, bonuses, if any, and other compensation with respect to service completed on or prior to the Closing Date. Employees' The Seller shall make cash payments to such Employees in accordance with applicable law. No accrued vacation days or fractions thereof earned but unused while employed by Seller will be transferred to Purchaser and Purchaser shall give such Employee credit after the Closing Date for the same number of vacation days or fractions thereof he or she has accrued with Seller as of the Closing Date. For the purposes of Section 4.1(e), personal choice days or fractions thereof will be treated as vacation days. The amount equal to the net cash value of each such Employee's accrued vacation before payroll deductions will be treated as an accrued expense on the closing statement. In the calendar year in which the Closing Date occurs, Employees shall be eligible to earn at least transferred, or assumed by the annual vacation amount Employees were eligible to earn under Seller's vacation policy. In subsequent calendar yearsBuyer, Employees will be eligible to earn vacation according to upon employment by the schedule specified in Purchaser's policyBuyer. (fe) The Seller shall retain the responsibility for payment of all medical, dental, vision, health and disability claims incurred by any Employee prior to the Closing Date, and Purchaser the Buyer shall not assume any liability with respect to such claims. Purchaser agrees that any preexisting condition clause in any of Purchaser's health or disability insurance coverage shall not be applicable to Employees who accept employment with Purchaser, and their eligible dependents, provided such Employee and such eligible dependent is enrolled in Seller's plans on the Closing Date and such employee and/or eligible dependent has satisfied any preexisting condition exclusion period under Seller's plans. On or after the Closing Date, all medical, dental, vision, health and disability claims incurred by Employees in Purchaserthe Buyer's employ shall be determined under Purchaserthe Buyer's benefit plans, subject to the terms and conditions of such plans. (gf) The Seller shall be responsible for providing any Employee whose "qualifying event," within the meaning of Section 4980B(f) of the IRC, occurs on or prior to the Closing Date (and such Employee's "qualified beneficiaries" within the meaning of Section 4980B(f) of the IRC) with the continuation of group health coverage required by Section 4980B(f) of the IRC ("Continuation Coverage") under the terms of the health plan maintained by the Seller. Purchaser The Buyer shall be responsible for Continuation Coverage of to any Employee in Purchaserthe Buyer's employ (and each Employee's qualified beneficiaries) whose qualifying event occurs after the Closing Date Date, to the extent required by law. (hg) The Seller agrees that it shall retain, consistent with its normal employment practices, all liability and obligation, if any (including, without limitation, the liability and obligation of for all wages, salary, vacation pay and unemployment, medical, dental, vision, health and disability benefits), ) for those former employees of the Department Branch who retired retire or whose employment is terminated employment prior to the Closing Date or who otherwise do not become employees of Purchaserthe Buyer. (ih) Effective For Employees who accept employment with the Buyer and who are, as of the Closing Date, Purchaser shall assume liability for severance pay and similar obligations payable absent from work due to any Employee who accepts employment with Purchaser and who is terminated by Purchaser on sickness or after short-term disability, the Closing Date. Such payment shall be made pursuant to Purchaser's normal severance policy and Purchaser shall compute severance pay by giving Employees full credit for all years of service that would have been recognized under Seller's severance policy. Seller shall provide Purchaser a copy of Seller's severance policy. (j) Seller shall retain the responsibility have no further liability or obligation for payment of all short short-term disability benefits, sick pay or salary continuation for all Employees prior to the Closing Date, and Purchaser shall not assume responsibility for such benefits. On extent attributable to periods on and after the Closing Date (or any medical, dental, vision and health claims incurred after the Closing Date, Purchaser will ). Such Employees shall be responsible eligible for payment of all short term disability benefits, sick pay or salary continuation for all Employees in Purchaser's employsuch benefits as may be provided by the Buyer under its standard policies and this Agreement. (ki) Purchaser The Buyer shall make the offers of employment as soon as possible after all the consents, approvals and authorizations referred to in Sections 7.1(c) and 7.2(c) hereof have been obtained (and in no event less than ten (10) Business Days prior to the Closing). Such offers shall be made in person to each Employee at a meeting at which representatives of the Buyer and the Seller are present. The information provided to each Employee at such meeting shall include a discussion of the Buyer's employee benefit plans and policies, together with a written summary thereof. The Buyer shall be responsible for advising the Employees of the details of any offers and terms of employment, and answering any questions relating thereto, but the Seller shall be allowed to review and approve any communication that refers to any of Seller's benefits or policies approve, prior to its distribution; provided, however, that this paragraph shall not be construed to require Purchaser and Seller to act jointly at (i) any time. (l) Seller will pay no later than thirty (30) days following communication with the Closing Date all accrued compensation due and owing to any Employee under any incentive plan of Seller's earned prior to or on the Closing Date. (m) Purchaser is not hereby, and at no time hereafter will be, adopting, accepting, or assuming any employee benefit plan or collective bargaining agreement of Seller relating to any of its employees or any other agreement, trust, plan, fund or other arrangement of Seller that provides for employee benefits or perquisites (collectively, "Employment Arrangements"), and Purchaser shall have no liability or obligation whatsoever under any such Employment Arrangements to Seller or to any employees of Seller, whether or not any of such employees become employees of Purchaser. Except as provided in this Section 4.1, Purchaser is not obligated to replace any of the Employment Arrangements for any of the employees of Seller who become employees of Purchaser. (n) Except as may be otherwise provided in this Section 4.1, Purchaser shall not be obligated to make any contribution to any plan or program on behalf of any employees of Seller, or to otherwise provide any compensation or benefits to any of such employees, with respect to any period prior to the Closing. It is further provided that in no way shall Purchaser be liable for claims of any employees of the Department which any of them have against Seller, and Seller agrees to indemnify Purchaser and hold Purchaser harmless from and against any such claims. (o) The obligations of Purchaser hereunder are conditioned upon the receipt by Purchaser Employees prior to the Closing Date, and (ii) any communication with such Employees after the Closing Date which describes or refers to the Seller's employee benefit plans and policies. With the written consent of approval Employees, the Buyer shall have access to Employee personnel files of such by obligations the Seller, including salary history, training and certification, performance evaluations, and disciplinary histories. (j) Prior to the Closing Date, the Buyer may train the Seller's Employees who have accepted the Buyer's offers of employment, at a time mutually agreed upon by the provider Buyer and the Seller, and, if requested by the Seller, the Buyer will reimburse the Seller for such Employees' salaries for the time they are engaged in such training and for all of Purchaser's employee benefitstheir expenses incurred in connection with such training for which they are reimbursed by the Seller.

Employee Considerations. (a) Purchaser shall offer employment, through written offer letter, to become effective as of the Closing Date, With respect to all current employees of Seller affiliated with the Department whose names appear on a list attached hereto as Exhibit 4.1 Branch (a) and incorporated herein for all purposes (the "Employees"), as soon as reasonably practicable after the date hereof, and in any event within three (3) days after the date hereof, Seller shall provide notice to (the "Notification") to each Employee that the Seller and Buyer have entered into an agreement with respect to the Buyer's acquisition of the Branch. To Seller shall also furnish to Buyer within the extent consistent designated time period a schedule containing the name of each Employee, such Employee's salary and benefits, and a synopsis of each Employee's tenure with Purchaser's existing compensation structure for comparable positions Seller and comparable officer titles and its current policies regarding officer titles, all Employees shall be offered employment at base wages and salaries no less favorable than the wages and salaries currently being paid by Seller other information relevant to such Employees Employee. Seller shall inform Buyer of the date of the Notification, and in positions shall, with comparable responsibilities and officer titlesthe Employee's consent, and, unless agreed upon by such Employee provide Buyer with an opportunity within five (5) business days before the Closing Date, within a reasonable geographic proximity to such Employees' current work location. As a condition inspect Seller's records with respect to the Employees and visit with the Employees for the purpose of acceptance discussing an offer of employment with Purchaser, each Employee will be required to resign their employment with Seller, effective as of the close of business on the Closing Date, and Purchaser shall make this requirement a condition of employment in Purchaser's offer letter to EmployeesClosing. (b) All Employees Seller shall pay any and all costs (including without limitation, severance pay and accrued vacation pay) associated with the termination of any Employee who chooses not to accept employment with Purchaser as of the Closing Date shall be eligible to participate in the employee benefit plans and other fringe benefits of Purchaser on the same basis as such plans and benefits are offered to employees of Purchaser with comparable positions with Purchaser. Purchaser shall credit such Employees for their length of service with Seller or its Affiliates for all purposes under each employee benefit and fringe benefit plan to be provided by Purchaser to such Employees, to the same extent such service was recognized under a similar plan of Seller, based on information provided by Seller. Such service, however, need only be counted for purposes of vesting, eligibility and the rate of prospective benefit accrual under any pension benefit plan where such rate increases with service. For purposes of this Section 4.1, "employee benefit plans and other fringe benefits" includes, without limitation, pension and profit sharing plans, retirement and post retirement welfare benefits, health insurance benefits (medical, dental and vision), disability, life and accident insurance, sickness benefits, vacation, employee loans and banking privilegesBuyer. (c) If Purchaser offers a salary continuation or similar program for employees unable to work for medical reasons, the Employees who accept employment with Purchaser shall be credited under any program of Purchaser with at least the number of sickness benefit days accrued under Seller's program at the Closing Date. Buyer and Seller shall coordinate all communications of employment offers to, or plans to terminate, Employees in the Branch; provided, however, this paragraph shall not be responsible for payment of construed to require Buyer and Seller to act jointly at any sickness benefit time; and further provided that Buyer will not advise any such employee that such employee will not be hired by Buyer prior to five (5) business days utilized by Employee before or on the Closing Date. (d) All Employees may be treated by Buyer as "new hires" for all purposes. Except as otherwise provided herein, Buyer shall not be obligated to make any contribution to any plan or program on behalf of any of such employees, or to otherwise provide any compensation or benefits to any of such employees with respect to any period prior to the Closing. It is further provided that Buyer shall not be liable for any claims of any Employees or other employees of the Branch that any of them may have against Seller and Seller shall hold Buyer harmless from any such claims. (e) Nothing in this Section or this Agreement on a whole is intended, nor shall it be construed, to confer any rights or benefits upon any person other than Buyer and Seller or to imply that the Buyer is a successor to the Seller so far as any federal employment regulations are concerned. (f) Seller agrees to remain responsible for the payment of all benefits accrued under the terms of Seller's 401(k) Savings Plan retirement plans with respect to any Employee. Purchaser Buyer shall not at any time assume any liability for the benefits of any active or any terminated, vested or retired participants in Seller's 401(k) Savings Planretirement plans, except that Buyer will give credit to Employees of Seller hired by Buyer for years of service with Seller for purposes of the vesting requirements of Buyer's 401K plan provided benefits accrued under Seller's 401K plan are transferred to Buyer's plan. (eg) Seller shall be responsible for payments for accrued vacation not taken by an Employee prior to the Closing Date, which payments shall be made within thirty (30) days following the Closing Date, Date and for timely payment as required by law of all wages, salaries, bonuses, if any, and other compensation with respect to service completed on or prior to the Closing Date. Employees' Seller shall offer Employees who accept employment with Buyer the option to receive cash or to transfer to Buyer their accrued vacation days or fractions thereof earned but unused while employed by Seller. In the event any Employee elects to receive cash upon employment by Buyer, Seller will be shall make a cash payment to such Employee within ten (10) days after the Closing Date or earlier if required by law. In the event any such Employee elects to have his or her accrued vacation transferred to Purchaser and Purchaser upon employment by Buyer, Buyer shall give such Employee credit after the Closing Date for the same number of vacation days or fractions thereof he or she has accrued with Seller as of the Closing Date. For the purposes of this Section 4.1(e5.1(g), personal choice days or fractions thereof will be treated as vacation days. The In the event Employees elect to have their accrued vacation carried over to Buyer, the amount equal to the net cash value of each such Employee's accrued vacation before payroll deductions will be treated as an accrued expense Accrued Expense on the closing statement. In the calendar year in which the Final Closing Date occurs, Employees shall be eligible to earn at least the annual vacation amount Employees were eligible to earn under Seller's vacation policy. In subsequent calendar years, Employees will be eligible to earn vacation according to the schedule specified in Purchaser's policyStatement. (fh) Seller shall retain the responsibility for payment of all medical, dental, vision, health and disability claims incurred by any Employee prior to the Closing Date, and Purchaser Buyer shall not assume any liability with respect to such claims. Purchaser agrees that any preexisting condition clause in any of Purchaser's health or disability insurance coverage shall not be applicable to Employees who accept employment with Purchaser, and their eligible dependents, provided such Employee and such eligible dependent is enrolled in Seller's plans on the Closing Date and such employee and/or eligible dependent has satisfied any preexisting condition exclusion period under Seller's plans. On or after the Closing Date, all medical, dental, vision, health and disability claims incurred by Employees in PurchaserBuyer's employ shall be determined under PurchaserBuyer's benefit plans. (gi) Seller shall be responsible for providing any Employee whose "qualifying event," within the meaning of Section 4980B(f) of the IRC, occurs on or prior to the Closing Date (and such Employee's "''qualified beneficiaries" are within the meaning of Section 4980B(f) of the IRC) with the continuation of group health coverage required by Section 4980B(f) of the IRC ("Continuation Coverage") under the terms of the health plan maintained by Seller. Purchaser Buyer shall be responsible for Continuation Coverage of such continuation coverage to any Employee in PurchaserBuyer's employ (and each Employee's qualified beneficiaries) whose qualifying event occurs after the Closing Date to the extent required by law. (hj) Seller agrees that it shall retain, consistent with its normal employment practices, all liability and obligation, if any (including, without limitation, the liability and obligation of for all wages, salary, vacation pay and unemployment, medical, dental, vision, health and disability benefits), for those former employees of the Department Branches who retired or terminated employment prior to the Closing Date or who otherwise do not become employees of PurchaserBuyer. (k) In the event the transaction contemplated by this Agreement is not consummated, Buyer agrees not to employ any Employee for a period of one (1) year following the date of termination of this Agreement. This provision shall survive any termination of this Agreement. (i) Effective as of the Closing Date, Purchaser shall assume liability for severance pay and similar obligations payable to any Employee who accepts employment with Purchaser and who is terminated by Purchaser on or after the Closing Date. Such payment shall be made pursuant to Purchaser's normal severance policy and Purchaser shall compute severance pay by giving Employees full credit for all years of service that would have been recognized under Seller's severance policy. Seller shall provide Purchaser a copy of Seller's severance policy. (j) Seller shall retain the responsibility for payment of all short term disability benefits, sick pay or salary continuation for all Employees prior to the Closing Date, and Purchaser shall not assume responsibility for such benefits. On and after the Closing Date, Purchaser will be responsible for payment of all short term disability benefits, sick pay or salary continuation for all Employees in Purchaser's employ. (k) Purchaser Buyer shall be responsible for advising Employees of the details of any offers and terms of employment, and answering any questions relating thereto, but Seller shall be allowed to review and promptly approve any communication that refers to any of Seller's benefits or policies prior to its distribution; provided, however, that this paragraph shall not be construed to require Purchaser and Seller to act jointly at any time. (l) Seller will pay no later than thirty (30) days following the Closing Date all accrued compensation due and owing to any Employee under any incentive plan of Seller's earned prior to or on the Closing Date. (m) Purchaser is not hereby, and at no time hereafter will be, adopting, accepting, or assuming any employee benefit plan or collective bargaining agreement of Seller relating to any of its employees or any other agreement, trust, plan, fund or other arrangement of Seller that provides for employee benefits or perquisites (collectively, "Employment Arrangements"), and Purchaser shall have no liability or obligation whatsoever under any such Employment Arrangements to Seller or to any employees of Seller, whether or not any of such employees become employees of Purchaser. Except as provided in this Section 4.1, Purchaser is not obligated to replace any of the Employment Arrangements for any of the employees of Seller who become employees of Purchaser. (n) Except as may be otherwise provided in this Section 4.1, Purchaser shall not be obligated to make any contribution to any plan or program on behalf of any employees of Seller, or to otherwise provide any compensation or benefits to any of such employees, with respect to any period prior to the Closing. It is further provided that in no way shall Purchaser be liable for claims of any employees of the Department which any of them have against Seller, and Seller agrees to indemnify Purchaser and hold Purchaser harmless from and against any such claims. (o) The obligations of Purchaser hereunder are conditioned upon the receipt by Purchaser prior to the Closing Date of approval of such by obligations by the provider of Purchaser's employee benefits.

Employee Considerations. (a) Purchaser Buyer shall offer employment, through written offer letter, to become effective employment as of the Closing Date to all Employees. Following the Closing Date, to all current such Employees will be "at will" employees of Buyer under the Department whose names appear on a list attached hereto same conditions as Exhibit 4.1 (a) and incorporated herein for all purposes (the "Employees")Buyer's other employees. To the extent consistent with Purchaser's existing compensation structure for comparable positions and comparable officer titles and its current policies regarding officer titles, all All Employees shall be offered employment at base wages and salaries no less favorable than the wages and salaries currently being paid by Seller to such Employees. To the extent consistent with Buyer's existing structure for comparable positions and comparable officer titles and its current policies regarding officer titles, Employees and in shall be offered positions with comparable responsibilities and officer titles, titles comparable to those they currently have with Seller and, unless agreed upon by any such Employee before the Closing DateEmployee, within a reasonable geographic proximity to such Employees' current Employee's work location. As a condition of acceptance of employment with Purchaser, each Employee will be required to resign their employment with Seller, effective as of the close of business on location before the Closing Date, and Purchaser shall make this requirement a condition of employment in Purchaser's offer letter to Employees. (b) All Employees who accept employment with Purchaser Buyer as of the Closing Date shall be eligible to participate in the employee benefit plans and other fringe benefits of Purchaser Buyer on the same basis as such plans and benefits are offered to employees of Purchaser Buyer with comparable positions with PurchaserBuyer, except as provided in the penultimate sentence of Section 2.4(e). Purchaser Buyer shall credit such Employees for their length of service with Seller or its Affiliates for all purposes under each employee benefit plan and fringe benefit plan to be provided by Purchaser Buyer to such Employees, to the same extent such service was recognized under a similar plan of Seller, based on information provided by Seller. Such serviceHowever, however, such service need only not be counted for purposes of vestingcalculating accrued benefits under a pension benefit plan, eligibility and except that in determining the rate of prospective benefit accrual under any pension benefit plan accrual, service shall be counted where such rate increases with service. For purposes of this Section 4.12.4, "employee benefit plans and other fringe benefits" includes, without limitation, pension and profit sharing plans, retirement and post retirement welfare benefits, health insurance benefits (medical, dental and vision), disability, life and accident insurance, sickness benefits, vacation, employee loans and banking privileges. (c) If Purchaser Buyer offers a salary continuation or similar program for employees unable to work for medical reasons, the Employees who accept employment with Purchaser Buyer shall be credited under any program of Purchaser Buyer with at least the number of sickness benefit days accrued under Seller's program at the Closing Date. Seller shall be responsible for payment of any sickness benefit days utilized by Employee before or on the Closing Date. (d) Seller agrees to remain responsible for the payment of all benefits accrued during the period of employment by the Seller under the terms of the Seller's 401(k) Savings Plan retirement plans with respect to any Employee. Purchaser Buyer shall not at any time assume any liability for the benefits of any active or any terminated, vested or retired participants in the Seller's 401(k) Savings Planretirement plans. (e) Seller shall be responsible for payments for accrued vacation not taken by an Employee prior to the Closing Date, which payments shall be made within thirty (30) days following the Closing Date, Date and for timely payment as required by law of all wages, salaries, bonuses, if any, and other compensation with respect to service completed on or prior to the Closing Date. Employees' Seller shall offer Employees who accept employment with Buyer the option to receive cash or to transfer to Buyer their accrued vacation days or fractions thereof earned but unused while employed by Seller. In the event any Employee elects to receive cash upon employment by Buyer, Seller will be shall make a cash payment to such Employee in accordance with applicable law. In the event any such Employee elects to have his or her accrued vacation transferred to Purchaser and Purchaser upon employment by Buyer, Buyer shall give such Employee credit after the Closing Date for the same number of vacation days or fractions thereof he or she has accrued with Seller as of the Closing Date. For the purposes of Section 4.1(e)this Section, personal choice days or fractions thereof will be treated as vacation days. The In the event Employees elect to have their accrued vacation carried over to Buyer, Seller shall pay to Buyer, not later than the date of the Final Financial Statement, an amount equal to the net cash value of each such Employee's accrued vacation before payroll deductions will be treated as an accrued expense on the closing statementdeductions. In the calendar year in which the Closing Date occurs, Employees shall be eligible to earn at least the prorated annual vacation amount Employees were eligible to earn under Seller's vacation policy. In subsequent calendar years, Employees will be eligible to earn vacation according to the schedule specified in PurchaserBuyer's policypolicy and subject to the maximum accruals permitted under Buyer's policies. (f) Seller shall retain the responsibility for payment of all medical, dental, vision, health and disability claims incurred by any Employee prior to the Closing Date, and Purchaser Buyer shall not assume any liability with respect to such claims. Purchaser agrees that any preexisting condition clause in any of Purchaser's health or disability insurance coverage shall not be applicable to Employees who accept employment with Purchaser, and their eligible dependents, provided such Employee and such eligible dependent is enrolled in Seller's plans on the Closing Date and such employee and/or eligible dependent has satisfied any preexisting condition exclusion period under Seller's plans. On or after the Closing Date, all medical, dental, vision, health and disability claims incurred by Employees in PurchaserBuyer's employ shall be determined under PurchaserBuyer's benefit plans. Buyer agrees that Employees and their eligible dependents will receive credit for their periods of coverage under Seller's health or disability plans towards satisfying any preexisting condition clause in any of Buyer's health or disability plans, provided such Employee or eligible dependent is enrolled in Seller's plans on the Closing Date. Buyer also agrees that Employees and their eligible dependents shall receive credit under Buyer's health care plans for any deductibles paid by such Employee and enrolled dependents for the current plan year under a health care plan maintained by Seller. (g) Seller shall be responsible for providing any Employee whose "qualifying event," within the meaning of Section 4980B(f) of the IRC, occurs on or prior to the Closing Date (and such Employee's "qualified beneficiaries" within the meaning of Section 4980B(f) of the IRC) with the continuation of group health coverage required by Section 4980B(f) of the IRC ("Continuation Coverage") under the terms of the health plan maintained by Seller. Purchaser Buyer shall be responsible for Continuation Coverage of to any Employee in PurchaserBuyer's employ (and each Employee's qualified beneficiaries) whose qualifying event occurs after the Closing Date to the extent required by law. (h) Seller agrees that it shall retain, consistent with its normal employment practices, all liability and obligation, if any (including, without limitation, the liability and obligation of for all wages, salary, vacation pay and unemployment, medical, dental, vision, health and disability benefits), ) for those former employees of the Department Branches who retired or terminated employment prior to the Closing Date or who otherwise do not become employees of PurchaserBuyer. (i) Effective as of the Closing Date, Purchaser Buyer shall assume liability for severance pay and similar obligations payable to any Employee who accepts employment with Purchaser Buyer and who is terminated by Purchaser Buyer on or after the Closing Date. Such payment shall be made pursuant to PurchaserBuyer's normal severance policy and Purchaser Buyer shall compute severance pay by giving Employees full credit for all years of service that would have been recognized under Seller's severance policy. In addition, for an Employee whose job with Buyer is eliminated within twelve (12) months of the Closing Date, Buyer agrees to pay to such Employee the difference, if any, between the amount of severance pay received by the Employee under Buyer's severance policy and the amount such Employee would have received upon his or her separation from the Seller shall provide Purchaser a copy of under Seller's severance policypolicy in effect on the Closing Date. (j) For Employees who accept employment with Buyer and who as of the Closing Date are absent from work due to sickness or short-term disability, Seller shall retain the responsibility have no further liability or obligation for payment of all short short-term disability benefits, sick pay or salary continuation for all Employees prior to the extent attributable to periods after the Closing DateDate (or any medical, dental, vision and Purchaser shall not assume responsibility for such benefits. On and health claims incurred after the Closing Date, Purchaser will ). Such Employees shall be responsible eligible for payment of all short term disability benefits, sick pay or salary continuation for all Employees in Purchaser's employsuch benefits as are provided by Buyer under its policies and this Agreement. (k) Purchaser The Buyer shall make the offers of employment as soon as possible after all the consents, approvals and authorizations referred to in Sections 7.1(c) and 7.2(c) hereof have been obtained (and in no event more than ten (10) Business Days after the last of such consents, approvals and authorizations has been obtained). Such offers shall be made in person to each Employee at a meeting at which representatives of Buyer and Seller are present. The information provided to each Employee at such meeting shall include a discussion of Buyer's employee benefit plans and policies, together with a written summary thereof. Buyer shall be responsible for advising Employees of the details of any offers and terms of employment, and answering any questions relating thereto, but Seller shall be allowed to review and approve any communication that refers to any of Seller's benefits or policies approve, prior to its distribution; provided, however(i) any communication with Employees prior to the Closing Date, that this paragraph and (ii) any communication with such Employees after the Closing Date which describes or refers to Seller's employee benefit plans and policies. Buyer shall not be construed to require Purchaser and Seller to act jointly at any timetime have access to Employee personnel files of Seller. (l) Seller will pay no later than thirty (30) days following the Closing Date all accrued compensation due and owing Prior to any Employee under any incentive plan of Seller's earned prior to or on the Closing Date. (m) Purchaser is not hereby, the Buyer may train the Seller's Employees who have accepted Buyer's offers of employment, at a time mutually agreed upon by Buyer and at no time hereafter will be, adopting, accepting, or assuming any employee benefit plan or collective bargaining agreement of Seller relating to any of its employees or any other agreement, trust, plan, fund or other arrangement of Seller that provides for employee benefits or perquisites (collectively, "Employment Arrangements"), and Purchaser shall have no liability or obligation whatsoever under any such Employment Arrangements to Seller or to any employees of Seller, whether or not any of such employees become employees of Purchaser. Except as provided in this Section 4.1, Purchaser is not obligated to replace any of the Employment Arrangements for any of the employees of Seller who become employees of Purchaser. (n) Except as may be otherwise provided in this Section 4.1, Purchaser shall not be obligated to make any contribution to any plan or program on behalf of any employees of Seller, or to otherwise provide any compensation or benefits to any of such employees, with respect to any period prior to the Closing. It is further provided that in no way shall Purchaser be liable for claims of any employees of the Department which any of them have against Seller, and the Buyer will reimburse the Seller agrees to indemnify Purchaser for such Employees' salaries for the time they are engaged in such training and hold Purchaser harmless from and against any for all of their expenses incurred in connection with such claimstraining for which they are reimbursed by Seller. (o) The obligations of Purchaser hereunder are conditioned upon the receipt by Purchaser prior to the Closing Date of approval of such by obligations by the provider of Purchaser's employee benefits.