Common use of Employees and Benefit Plans Clause in Contracts

Employees and Benefit Plans. (i) Following the Closing Date, subject to applicable Law, for purposes of vesting, eligibility to participate and levels of benefits under the employee benefit plans of Buyer and its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, Buyer shall waive, or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer or any of its Subsidiaries or (ii) maintain any Benefit Plans in effect as of the date of this Agreement.

Employees and Benefit Plans. (ia) Following From and after the Closing DateEffective Time, subject Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, the "Company Employees") with at least the types and levels of employee benefits (including employee contribution levels) comparable in the aggregate to those maintained by Buyer for similarly-situated employees of Buyer. Buyer will treat, and cause its applicable Lawbenefit plans to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for level of benefits including, but not limited to, severance benefits, vacation entitlement and applicability of minimum waiting periods for participation (but not for benefit accrual under any defined benefit plan (including minimum pension amount) and not for participation in the Brookline Bank Employee Stock Ownership Plan) attributable to any period before the Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer's health and similar plans, Buyer shall not treat any employee benefit plans of the Company or any of its Subsidiaries as a "new" employee for purposes of any exclusions under any health or similar plan of Buyer and for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In additionEffective Time, Buyer shall waiveand any deductibles, co-payments or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in under any of the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer Company's or any of its Subsidiaries Subsidiaries' health plans shall be credited towards deductibles, co-payments or (ii) maintain any Benefit Plans in effect as out-of-pocket expenses under Buyer's health plans upon delivery to Buyer of appropriate documentation, subject to the terms and conditions of the date of this Agreementapplicable Buyer Employee Program.

Employees and Benefit Plans. (ia) Following From and after the Closing DateEffective Time, subject Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, the “Company Employees”) with at least the types and levels of employee benefits (including employee contribution levels) comparable in the aggregate to those maintained by Buyer for similarly-situated employees of Buyer. Notwithstanding the preceding sentence, at Buyer’s option, the Company Employees may remain insured under the Company’s current group medical plan until the plan year end. Buyer will treat, and cause its applicable Lawbenefit plans to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for other appropriate benefits including, but not limited to, applicability of benefits minimum waiting periods for participation, but not for benefit accrual under any defined benefit plan (including minimum pension amount) attributable to any period before the Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s health and similar plans, Buyer shall not treat any employee benefit plans of the Company or any of its Subsidiaries as a “new” employee for purposes of any exclusions under any health or similar plan of Buyer and its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing for a pre-existing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its application would result in a duplication of benefits with respect to the same period of service. In additionSubsidiaries, Buyer shall waiveand any deductibles, co-payments or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in under any of the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer Company’s or any of its Subsidiaries Subsidiaries’ health plans shall be credited towards deductibles, co-payments or (iiout-of-pocket expenses under Buyer’s health plans upon delivery to Buyer of appropriate documentation. Buyer will make appropriate arrangements with its insurance carrier(s) maintain any Benefit Plans in effect as of the date of this Agreementto ensure such result.

Employees and Benefit Plans. (ia) Following As promptly as practicable after the Closing DateEffective Time as determined in the reasonable discretion of Buyer, subject Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, the “Company Employees”) with at least the types and levels of employee benefits (including employee contribution levels) comparable in the aggregate to those maintained by Buyer for similarly-situated employees of Buyer. Buyer will treat, and cause its applicable Lawbenefit plans to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for other appropriate benefits including, but not limited to, applicability of benefits minimum waiting periods for participation (but not for benefit accrual) under the employee any defined benefit plans plan (including minimum pension amount) and not for participation in any retiree health plan or executive supplemental retirement plan of Buyer or any of Buyer’s ERISA Affiliates. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s health and similar plans, Buyer shall not treat any employee of the Company or any of its Subsidiaries (other than as a “new” employee for purposes of any exclusions under defined benefit retirement plans, postretirement plans providing any health or similar plan of Buyer for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years similar plan of service (up to a maximum of 10 years) with the Company and or its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate Subsidiaries immediately prior to the Closing Date; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In additionEffective Time, Buyer shall waiveand any deductibles, co-payments or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in under any of the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer Company’s or any of its Subsidiaries Subsidiaries’ health plans shall be credited towards deductibles, co-payments or (ii) maintain any Benefit Plans in effect as out-of-pocket expenses under Buyer’s health plans upon delivery to Buyer of the date of this Agreementappropriate documentation.

Employees and Benefit Plans. (ia) Following From and for, at least, the Closing Date12 month period after the Effective Time, subject Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, the “Company Employees”) with at least the types and levels of employee benefits substantially comparable in the aggregate to those then maintained by Buyer for similarly-situated employees of Buyer. Buyer will treat, and cause its applicable LawBuyer Employee Programs to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for level of benefits (but not for benefit accrual under any defined benefit plan) attributable to any period before the employee benefit plans Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s applicable Employee Programs, Buyer shall take commercially reasonable efforts to cause the Company’s employees to receive credit for their prior service for eligibility and vesting purposes in Buyer’s 401(k) plan and for purposes of determining the length of vacation, sick time, paid time off and severance under Buyer’s applicable plan or policy. Buyer shall also provide that the Company’s employees shall not be treated as “new” employees for purposes of any exclusions under any health or similar plan of Buyer and for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing Effective Time, and shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, Buyer shall waive, or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and outprovide that any deductibles, co-of-pocket limits under its medical and dental plans, deductible and payments or out-of-pocket expenses paid by Continuing Employees in under any of the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer Company’s or any of its Subsidiaries Subsidiaries’ health plans shall be credited towards deductibles, co-payments or (ii) maintain any Benefit Plans in effect as out-of-pocket expenses under Buyer’s health plans upon delivery to Buyer of appropriate documentation, subject to the terms and conditions of the date applicable Employee Program. Notwithstanding the foregoing provisions of this AgreementSection 6.10, service and other amounts shall not be credited to Company Employees (or their eligible dependents) to the extent the crediting of such service or other amounts would result in the duplication of benefits. Notwithstanding any of the foregoing to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any Company Employee or the funding of any such benefit.

Employees and Benefit Plans. (ia) Following This Agreement is not intended to provide to any employee of the Closing DateCompany with a right to continuing employment after the Effective Time, subject and the employees of the Company shall become employees at will of Buyer Bank. From and for, at least, the 12 month period after the Effective Time, Buyer agrees to provide the employees of the Company who remain employed after the Effective Time (collectively, the “Company Employees”) with at least the types and levels of employee benefits comparable in the aggregate to those then maintained by Buyer, for similarly-situated employees of Buyer and on terms no less favorable than provided to such employees. Buyer will treat, and cause its applicable LawEmployee Programs to treat, the service of the Company Employees with the Company as service rendered to Buyer or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for level of benefits (but not for benefit accrual under any defined benefit plan) attributable to any period before the employee benefit plans Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s applicable Employee Programs, Buyer shall take commercially reasonable efforts to cause the Company’s employees to receive credit for their prior service for eligibility and vesting purposes in Buyer’s 401(k) plan and for purposes of determining the length of vacation, sick time, paid time off and severance under Buyer’s applicable plan or policy. Buyer shall also provide that the Company’s employees shall not be treated as “new” employees for purposes of any exclusions under any health or similar plan of Buyer and its Subsidiaries (other than for a pre-existing medical condition to the extent that any such exclusion did not apply under defined benefit retirement plans, postretirement plans providing medical a health or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years similar plan of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided Effective Time, and to provide that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In additionany deductibles, Buyer shall waive, co-payments or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in under any of the calendar year in which Company’s health plans shall be credited towards deductibles, co-payments or out-of-pocket expenses under Buyer’s health plans upon delivery to Buyer of appropriate documentation, subject to the Closing Date occursterms and conditions of the applicable Employee Program. Nothing Notwithstanding any of the foregoing to the contrary, none of the provisions contained in this Section 5.02(a), expressed or implied, is intended herein shall operate to require Buyer to (i) transfer duplicate any Continuing Employee from any Benefit Plan benefit provided to any employee benefit plan Company Employee or the funding of Buyer or any of its Subsidiaries or (ii) maintain any Benefit Plans in effect as of the date of this Agreementsuch benefit.

Employees and Benefit Plans. (ia) Following Subject to the Closing, Purchaser agrees to offer employment effective as of the Closing DateDate on terms substantially similar in the aggregate to those existing as of the Closing Date to those employees whose names are set forth on Schedule 5.3 (the “Designated Employees”), subject including group health plans which do not exclude or limit the coverage of such Designated Employees on account of waiting periods or pre-existing conditions, and which have in all material respects substantially similar coverage and benefits. Purchaser shall also be responsible for perpetuating the group health plan continuation coverages pursuant to applicable LawSection 4980B of the Code and Sections 601 through 609 of ERISA for all Designated Employees and their eligible dependants and shall cover such Designated Employees under Purchaser’s own group health plan to accommodate this requirement. Purchaser shall indemnify and hold the Company harmless for any liability the Company incurs at any time after the Closing under the provisions of Section 4980B of the Code or Sections 601 through 609 of ERISA with respect to any individual who was an employee of the Company relating to the Business prior to the Closing, or a dependent or spouse of any such employee, and who had or has a “qualifying event” (within the meaning of Section 4980B(f)(3) of the Code) before, on or after the Closing. In extending such offers, Purchaser shall recognize, to the extent consistent with the preceding sentence, the prior service rendered to the Company by the respective Designated Employees for the purposes of vesting, eligibility to participate participate, vesting and levels entitlement to benefit, but not for the purpose of benefits benefit accrual (except with respect to any severance or vacation plan or arrangement established by the Purchaser), under the employee any ERISA benefit plans of Buyer and its Subsidiaries (other than under defined benefit retirement plansPurchaser. Nothing in this Agreement, postretirement plans providing medical however, will obligate Purchaser to provide for any severance arrangement or dental benefits and any equity compensation plans)plan, each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, Buyer shall waivepost-employment welfare benefits, or cause to any other plan, arrangement or program providing benefits beyond an employee’s active service with Purchaser except as may be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid required by Continuing Employees in the calendar year in which the Closing Date occurs. Nothing contained law or as set forth in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i5.3(a) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer or any of its Subsidiaries or (iiand 5.3(c) maintain any Benefit Plans in effect as of the date of this Agreementbelow.

Employees and Benefit Plans. (ia) Following the Closing Date, subject to applicable Law, for purposes of vesting, eligibility to participate and levels of benefits under the employee benefit plans of Buyer and its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately At least five days prior to the Closing Date; provided , (i) Purchaser shall provide Seller a written list of the Subject Employees that Purchaser intends to offer employment from and after the Closing Date (the “Available Employees”), (ii) Seller shall, effective as of the Closing Date, terminate all of the Available Employees, and (iii) subject to Section 5.7(d), Purchaser shall offer, effective as of the Closing Date, employment to all of the Available Employees at substantially the same compensation as they received from Seller prior to the Closing, and pursuant to a new and separate employee leasing agreement by and between Purchaser and Century II. Effective as of the Closing, the Available Employees shall cease to be employed by Seller, and Available Employees who have accepted Purchaser’s offer of employment shall become leased employees of Purchaser (such Available Employees, the “Transferred Employees”). Purchaser shall make commercially reasonable efforts to ensure that the foregoing Transferred Employees receive credit for all of their service with Seller and Parent under all welfare and benefit plans for purposes of eligibility and vesting (but not for purposes of accrual of benefits under a defined benefit pension plan). Purchaser shall not also use commercially reasonable efforts to ensure that no pre existing condition, limitation or exclusion shall apply to participation and coverage for such Transferred Employees under a group welfare or health benefit plan. Effective as of the Closing Date and subject to Section 5.12 (to the extent that its application would result in a duplication of benefits with respect to the same period of service. In additionapplicable), Buyer Seller shall waiverelease, or cause to be waivedreleased, Available Employees from the provisions of any preexisting conditionsrestrictive covenants and/or agreements with Seller so as to enable Purchaser to offer employment to such Available Employees. Purchaser will not have any responsibility, limitationsliability or obligation, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Subject Employees in the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer or other Person with respect to any of its Subsidiaries or (ii) maintain any Employee Benefit Plans in effect as of the date of this AgreementPlan.

Employees and Benefit Plans. (ia) Following From and for at least the Closing Date12-month period after the Effective Time, subject Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, the “Company Employees”) with at least the types and levels of employee benefits substantially comparable in the aggregate to those then maintained by Buyer for similarly-situated employees of Buyer. Buyer will treat, and cause its applicable LawBuyer Employee Programs to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for level of benefits (but not for benefit accrual under any defined benefit plan) attributable to any period before the employee benefit plans Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s applicable Employee Programs, Buyer shall cause the Company’s employees to receive credit for their prior service for eligibility and vesting purposes in Buyer’s 401(k) plan and for purposes of determining the length of vacation, sick time, paid time off and severance under Buyer’s applicable plan or policy. Buyer shall also provide that the Company’s employees shall not be treated as “new” employees for purposes of any exclusions under any health or similar plan of Buyer and for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing Effective Time, and shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, Buyer shall waive, or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and outprovide that any deductibles, co-of-pocket limits under its medical and dental plans, deductible and payments or out-of-pocket expenses paid by Continuing Employees in under any of the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer Company’s or any of its Subsidiaries Subsidiaries’ health plans shall be credited towards deductibles, co-payments or (ii) maintain any Benefit Plans in effect as out-of-pocket expenses under Buyer’s health plans upon delivery to Buyer of appropriate documentation, subject to the terms and conditions of the date applicable Employee Program. Notwithstanding the foregoing provisions of this AgreementSection 6.10, service and other amounts shall not be credited to Company Employees (or their eligible dependents) to the extent the crediting of such service or other amounts would result in the duplication of benefits. Notwithstanding any of the foregoing to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any Company Employee or the funding of any such benefit.

Employees and Benefit Plans. (ia) Following After the Closing DateEffective Time, subject Buyer agrees to provide the employees of the Company and Company Bank who remain employed after the Effective Time (collectively, the “Continuing Employees”) with at least the types and levels of employee benefits comparable in the aggregate to those then maintained by Buyer for similarly-situated employees of Buyer (but excluding any retiree health or life insurance benefit, in each case only to the extent that other newly hired employees of Buyer are not eligible for such benefits). Buyer will treat, and cause its applicable LawBuyer Employee Programs to treat, the service of the Continuing Employees as service rendered to Buyer or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for level of benefits (but not for benefit accrual under any defined benefit plan for purposes of severance benefits, for any purposes under any post-termination/retiree welfare benefit plan or for purposes of any equity based compensation) attributable to any period before the Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s applicable Buyer Employee Programs, Buyer shall cause the Company’s employees to receive credit for their prior service for eligibility and vesting purposes in Buyer’s 401(k) plan and for purposes of determining the length of vacation, sick time, paid time off and severance under the employee benefit plans Buyer’s applicable plan or policy. Buyer shall also ensure that Continuing Employees shall not be treated as “new” employees for purposes of any exclusions under any health or similar plan of Buyer and its Subsidiaries (other than for a pre-existing medical condition to the extent that any such exclusion did not apply under defined benefit retirement plans, postretirement plans providing medical a health or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years similar plan of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate Company Bank immediately prior to the Closing Date; provided Effective Time, and to provide that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In additionany deductibles, Buyer shall waive, co-payments or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by under any of the Company’s or Company Bank’s health plans shall be credited towards deductibles, co-payments or out-of-pocket expenses under Buyer’s health plans upon delivery to Buyer of appropriate documentation, subject to the terms and conditions of the applicable Buyer Employee Program. Notwithstanding the foregoing provisions of this Section 6.10, service and other amounts shall not be credited to Continuing Employees (or their eligible dependents) to the extent the crediting of such service or other amounts would result in the calendar year in which duplication of benefits. Notwithstanding any of the Closing Date occurs. Nothing foregoing to the contrary, none of the provisions contained in this Section 5.02(a), expressed or implied, is intended herein shall operate to require Buyer duplicate any benefit provided to (i) transfer any Continuing Employee from or the funding of any Benefit Plan to any employee benefit plan of Buyer or any of its Subsidiaries or (ii) maintain any Benefit Plans in effect as of the date of this Agreementsuch benefit.

Employees and Benefit Plans. (ia) Following From and after the Closing DateEffective Time, subject Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, the “Company Employees”) with at least the types and levels of employee benefits (including employee contribution levels) comparable to those maintained by Buyer for similarly-situated employees of Buyer. Buyer will treat, and cause its applicable Lawbenefit plans to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for other appropriate benefits including, but not limited to, applicability of benefits minimum waiting periods for participation, but not for benefit accrual under any defined benefit plan (including minimum pension amount) attributable to any period before the Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s health and similar plans, Buyer shall not treat any employee benefit plans of the Company or any of its Subsidiaries as a “new” employee for purposes of any exclusions under any health or similar plan of Buyer and its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing for a pre-existing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its application would result in a duplication of benefits with respect to the same period of service. In additionSubsidiaries, Buyer shall waiveand any deductibles, co-payments or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in under any of the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer Company’s or any of its Subsidiaries Subsidiaries’ health plans shall be credited towards deductibles, co-payments or (iiout-of-pocket expenses under Buyer’s health plans upon delivery to Buyer of appropriate documentation. Buyer will make appropriate arrangements with its insurance carrier(s) maintain any Benefit Plans in effect as of the date of this Agreementto ensure such result.

Employees and Benefit Plans. (ia) Following Transferor shall, effective as of March 1, 2016 (the Closing “Effective Date”), terminate all of the Subject Employees, and Transferee shall offer, effective as of the Effective Date, subject employment to applicable Law, for purposes all of vesting, eligibility to participate and levels of benefits under the employee benefit plans of Buyer and its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to Subject Employees at substantially the same extent compensation, and with substantially comparable benefits, as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate they received from Transferor immediately prior to the Closing Effective Date; provided . Effective as of the Effective Date, the Subject Employees shall cease to be employed by Transferor, and Subject Employees who have accepted Transferee’s offer of employment shall become employees of Transferee (such Subject Employees, the “Transferred Employees”). Transferee shall make commercially reasonable efforts to ensure that the foregoing Transferred Employees receive credit for all of their service with Transferor under all welfare and benefit plans for purposes of eligibility and vesting and benefit entitlement (but not for purposes of accrual of benefits under a defined benefit pension plan). Transferee shall not also use commercially reasonable efforts to ensure that no pre existing condition, limitation or exclusion shall apply to participation and coverage for such Transferred Employees (and their dependents) under a group welfare or health benefit plan and Transferred Employees shall receive credit for any deductibles, co-payments and out of pocket expenses that they have incurred. Transferee and Transferor shall each make commercially reasonable efforts to ensure that any restricted stock or stock options or similar equity awards are transferred without acceleration or forfeiture and continue to vest and to be exercisable in accordance with their terms, and shall otherwise cooperate to ensure that, no severance payments are assumed, triggered, accelerated or forfeited by virtue of the extent that its application would result transactions contemplated in a duplication this Agreement. Effective as of benefits with respect to the same period of service. In additionEffective Date, Buyer Transferor shall waiverelease, or cause to be waivedreleased, Subject Employees from the provisions of any preexisting conditionsrestrictive covenants and/or agreements with Transferor so as to enable Transferee to offer employment to such Subject Employees. Transferee will not have any responsibility, limitationsliability or obligation, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Subject Employees in the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan other Person with respect to any Employee Benefit Plan. All Subject Employees who serve as officers of Buyer the Transferor or any of its Subsidiaries or (ii) maintain any Benefit Plans in effect subsidiaries as of the date Effective Date shall continue to serve as officers of this Agreementsuch entities following the Effective Date.

Employees and Benefit Plans. (ia) Following As promptly as practicable after the Closing DateEffective Time as determined in the reasonable discretion of Buyer, subject Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (“Company Employees”) with at least the types and levels of employee benefits comparable in the aggregate to those maintained by Buyer for similarly-situated employees of Buyer. Buyer will treat, and cause its applicable Lawbenefit plans to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for other appropriate benefits including, but not limited to, applicability of benefits minimum waiting periods for participation (but not for benefit accrual under the employee benefit plans any such applicable plan) and not for participation in or accrual under any retiree health plan or executive supplemental retirement plan of Buyer or any of Buyer’s ERISA Affiliates. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s health and similar plans, Buyer shall not treat any employee of the Company or any of its Subsidiaries (other than as a “new” employee for purposes of any exclusions under defined benefit retirement plans, postretirement plans providing any health or similar plan of Buyer for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years similar plan of service (up to a maximum of 10 years) with the Company and or its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate Subsidiaries immediately prior to the Closing Date; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In additionEffective Time, Buyer shall waiveand any deductibles, co-payments or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in under any of the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer Company’s or any of its Subsidiaries Subsidiaries’ health plans shall be credited towards deductibles, co-payments or (ii) maintain any Benefit Plans in effect as out-of-pocket expenses under Buyer’s health plans upon delivery to Buyer of the date of this Agreementappropriate documentation.

Employees and Benefit Plans. (ia) Following Buyer agrees to provide (or shall cause to be provided by its Subsidiaries) the Closing Dateemployees of the Company and any of its Subsidiaries who are employees of the Company or its Subsidiaries and who remain employed at the Effective Time (collectively, subject to applicable Law, for purposes of vesting, eligibility to participate the “Company Employees”) from and after the Effective Time with at least the types and levels of employee benefits under the employee benefit plans that are, in each case, substantially similar to those then maintained by Buyer or its Subsidiaries for similarly-situated employees of Buyer and or its Subsidiaries (other than under defined benefit retirement plansbut excluding any retiree health or life insurance benefit, postretirement plans providing medical or dental benefits and any equity compensation plans), in each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply case only to the extent that other newly hired employees of Buyer or its application would result in a duplication of benefits with respect to the same period of serviceSubsidiaries are not eligible for such benefits). In addition, Buyer shall waive, or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and will use commercially reasonable efforts to recognize for purposes of annual deductible treat, and out-of-pocket limits under cause its medical Subsidiaries and dental the applicable employee benefit plans, deductible and out-of-pocket expenses paid by Continuing programs or arrangements of its Subsidiaries to treat, the service of the Company Employees in with the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed Company or implied, is intended any of its Subsidiaries as service rendered to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer or any of its Subsidiaries for purposes of eligibility to participate, vesting and for level of benefits (but not for benefit accrual under any defined benefit plan, for purposes of severance benefits except to the extent provided in Section 7.6(k) below, for any purposes under any post-termination/retiree welfare benefit plan, or for purposes of any equity based compensation or benefits) attributable to any period before the Effective Time. Notwithstanding the foregoing provisions of this Section 7.6, service and other amounts shall not be credited to Company Employees (iior their eligible dependents) maintain any Benefit Plans to the extent the crediting of such service or other amounts would result in effect as the duplication of benefits. Qualified beneficiaries currently receiving health coverage under COBRA pursuant to the benefit plans of the date Company or its Subsidiaries shall continue to be offered such coverage or similar coverage under the group health plans of this AgreementBuyer or its Subsidiaries until such qualified beneficiary ceases to be eligible for COBRA coverage.

Employees and Benefit Plans. (a) From and for at least the 12-month period after the Effective Time, ORRF agrees to provide the employees of CVLY and any of its Subsidiaries who remain employed after the Effective Time (collectively, the “CVLY Employees”) with the following compensation and benefits: (i) Following a base salary or base wage rate, as applicable, that is no less favorable than the Closing Datebase salary or base wage rate, subject as applicable, provided to applicable Law, for purposes of vesting, eligibility to participate and levels of benefits under the employee benefit plans of Buyer and its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing medical or dental benefits and any equity compensation plans), each Continuing such CVLY Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; Effective Time, (ii) cash incentive compensation opportunities that are, in the aggregate, no less favorable than the cash incentive compensation opportunities, in the aggregate, provided to such CVLY Employee immediately prior to the Effective Time, and (iii) employee benefits that are substantially comparable in the foregoing aggregate to the employee benefits maintained by ORRF for similarly-situated employees of ORRF. ORRF will treat, and cause its applicable ORRF Employee Programs to treat, the service of CVLY Employees with CVLY or any of its Subsidiaries as service rendered to ORRF or any of its Subsidiaries for purposes of eligibility to participate, vesting and for level of benefits (but not for benefit accrual under any defined benefit plan) attributable to any period before the Effective Time. Without limiting the foregoing, but subject to the terms and conditions of the applicable ORRF Employee Programs, ORRF shall cause the CVLY Employees to receive credit for their prior service for eligibility and vesting purposes in ORRF’s 401(k) plan and for purposes of determining the length of vacation, sick time, and paid time off and severance under ORRF’s applicable plan or policy. ORRF shall also provide that CVLY Employees shall not apply be treated as “new” employees for purposes of any exclusions under any health or similar plan of ORRF for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or similar plan of CVLY or its application would result in a duplication of benefits with respect to the same period of service. In addition, Buyer shall waive, or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan Subsidiaries immediately prior to the Closing Date and Effective Time, shall use commercially reasonable efforts to recognize for purposes cause any pre-existing conditions or limitations, exclusions, eligibility waiting periods, actively at work requirements, evidence of annual deductible insurability requirements or required physical examinations under any ORRF Employee Program providing medical, dental, hospital, pharmaceutical or vision benefits to be waived with respect to CVLY Employees and outtheir spouses and eligible dependents, and shall use commercially reasonable efforts to provide that any deductibles, co-of-pocket limits under its medical and dental plans, deductible and payments or out-of-pocket expenses paid by Continuing Employees in the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer under any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer CVLY’s or any of its Subsidiaries Subsidiaries’ health plans shall be credited towards deductibles, co-payments or (ii) maintain any Benefit Plans in effect as out-of-pocket expenses under ORRF’s health plans upon delivery to ORRF of appropriate documentation, subject to the terms and conditions of the date applicable ORRF Employee Program. Notwithstanding the foregoing provisions of this AgreementSection 6.11, service and other amounts shall not be credited to CVLY Employees (or their eligible dependents) to the extent the crediting of such service or other amounts would result in the duplication of benefits. Notwithstanding any of the foregoing to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any CVLY Employee or the funding of any such benefit.

Employees and Benefit Plans. (ia) Following After the Closing DateEffective Time, subject Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, the “Company Employees”) with at least the types and levels of employee benefits comparable in the aggregate to those then maintained by Buyer for similarly-situated employees of Buyer (but excluding any retiree health or life insurance benefit, in each case only to the extent that other newly hired employees of Buyer are not eligible for such benefits). Buyer will treat, and cause its applicable LawBuyer Employee Programs to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for level of benefits (but not for benefit accrual under any defined benefit plan for purposes of severance benefits, for any purposes under any post-termination/retiree welfare benefit plan or for purposes of any equity based compensation or benefits or profit-sharing contribution) attributable to any period before the Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s applicable Buyer Employee Programs, Buyer shall take commercially reasonable efforts to cause the Company’s employees to receive credit for their prior service for eligibility and vesting purposes in Buyer’s 401(k) plan and for purposes of determining the length of vacation, sick time, paid time off and severance under the employee benefit plans Buyer’s applicable plan to policy. Buyer shall also provide that the Company’s employees shall not be treated as “new” employees for purposes of any exclusions under any health or similar plan of Buyer and for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided Effective Time, and to provide that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In additionany deductibles, Buyer shall waive, co-payments or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in under any of the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer Company’s or any of its Subsidiaries Subsidiaries’ health plans shall be credited towards deductibles, co-payments or (ii) maintain any Benefit Plans in effect as out-of-pocket expenses under Buyer’s health plans upon delivery to Buyer of appropriate documentation, subject to the terms and conditions of the date applicable Buyer Employee Program. Notwithstanding the foregoing provisions of this AgreementSection 6.10, service and other amounts shall not be credited to Company Employees (or their eligible dependents) to the extent the crediting of such service or other amounts would result in the duplication of benefits. Notwithstanding any of the foregoing to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any Company Employee or the funding of any such benefit.

Employees and Benefit Plans. (ia) Following From and after the Closing DateEffective Time, subject Buyer agrees to applicable Lawprovide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, for purposes of vesting, eligibility to participate the "Company Employees") with at least the types and levels of employee benefits under the (including employee benefit plans of Buyer and its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up contribution levels) comparable to a maximum of 10 years) with either those maintained by the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply Effective Time or those maintained by Buyer for similarly-situated employees of Buyer, to be determined in Buyer's sole discretion. To the extent that its application would result the Company Employees participate in a duplication of benefits with respect to the same period of service. In additionBuyer's benefit plans, Buyer shall waivewill treat, and cause its applicable benefit plans to treat, the service of the Company Employees with the Company or cause any of its Subsidiaries as service rendered to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer or any of its Subsidiaries or for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but not for benefit accrual under any defined benefit plan (iiincluding minimum pension amount) maintain attributable to any Benefit Plans in effect as period before the Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer's health and similar plans, Buyer shall not treat any employee of the date Company or any of this Agreementits Subsidiaries as a "new" employee for purposes of any exclusions under any health or similar plan of Buyer for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its Subsidiaries, and any deductibles paid under any of the Company's or any of its Subsidiaries' health plans shall be credited towards deductibles under Buyer's health plans upon delivery to Buyer of appropriate documentation. Buyer will use its reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result.

Employees and Benefit Plans. (ia) Following As promptly as practicable after the Closing DateEffective Time as determined in the reasonable discretion of CNB, subject CNB agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (“Continuing Company Employees”) with at least the types and levels of employee benefits comparable in the aggregate to those maintained by CNB for similarly-situated employees of CNB. CNB will treat, and cause its applicable Lawbenefit plans to treat, the service of the Continuing Company Employees with the Company or any of its Subsidiaries as service rendered to CNB or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for other appropriate benefits including, but not limited to, applicability of benefits minimum waiting periods for participation (but not for the purpose of benefit accrual under the employee benefit plans any such applicable plan and not for participation in or accrual under any retiree health plan or executive supplemental retirement plan of Buyer and its Subsidiaries (other than under defined benefit retirement plansCNB or any CNB ERISA Affiliate); provided, postretirement plans providing medical or dental benefits and any equity compensation plans)however, each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for that such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply be so treated to the extent that its application such treatment would result in a duplication of benefits with respect benefits. Without limiting the foregoing, but subject to the same period terms and conditions of service. In additionCNB’s health and similar plans, Buyer CNB shall waive, not treat any employee of the Company or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods of its Subsidiaries as a “new” employee for purposes of any exclusions under any health or similar plan of CNB for a pre-existing medical condition to the same extent that any such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived exclusion did not apply under any comparable Benefit Plan a health or similar plan of the Company or its Subsidiaries immediately prior to the Closing Date Effective Time, and use commercially reasonable efforts to recognize for purposes of annual deductible and outany deductibles, co-of-pocket limits under its medical and dental plans, deductible and payments or out-of-pocket expenses paid by Continuing Employees in under any of the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer Company’s or any of its Subsidiaries Subsidiaries’ health plans shall be credited towards deductibles, co-payments or (ii) maintain any Benefit Plans in effect as out-of-pocket expenses under CNB’s health plans upon delivery to CNB of the date of this Agreementappropriate documentation.

Employees and Benefit Plans. (ia) Following From and after the Closing DateEffective Time, subject Buyer agrees to applicable Lawprovide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, for purposes of vesting, eligibility to participate the “Company Employees”) with at least the types and levels of employee benefits under the (including employee benefit plans of Buyer and its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up contribution levels) comparable to a maximum of 10 years) with either those maintained by the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply Effective Time or those maintained by Buyer for similarly-situated employees of Buyer, to be determined in Buyer’s sole discretion. To the extent that its application would result the Company Employees participate in a duplication of benefits with respect to the same period of service. In additionBuyer’s benefit plans, Buyer shall waivewill treat, and cause its applicable benefit plans to treat, the service of the Company Employees with the Company or cause any of its Subsidiaries as service rendered to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer or any of its Subsidiaries or for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but not for benefit accrual under any defined benefit plan (iiincluding minimum pension amount) maintain attributable to any Benefit Plans in effect as period before the Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s health and similar plans, Buyer shall not treat any employee of the date Company or any of this Agreementits Subsidiaries as a “new” employee for purposes of any exclusions under any health or similar plan of Buyer for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its Subsidiaries, and any deductibles paid under any of the Company’s or any of its Subsidiaries’ health plans shall be credited towards deductibles under Buyer’s health plans upon delivery to Buyer of appropriate documentation. Buyer will use its reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result.

Employees and Benefit Plans. (i) Following the Closing Date, subject to applicable Law, for purposes of vesting, eligibility to participate and levels of benefits under the employee benefit plans of Buyer and its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, Buyer shall waive, or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer or any of its Subsidiaries or (ii) maintain any Benefit Plans in effect as of the date of this Agreement.. (ii) Nothing contained in this Section 5.02(a), expressed or implied, is intended to confer upon any employee any right to employment or continued employment with Buyer or any of its Subsidiaries for any period by reason of this Agreement. Regardless of anything else contained herein, the parties do not intend for this Agreement to amend any employee benefit plans or arrangements or create any rights or obligations except between the parties. In addition, and without limiting the generality of Section 9.09, the provisions of this Agreement, in particular this Section 5.02(a), are solely for the benefit of the parties to this Agreement, and no current or former employee, officer, director or consultant or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. (b) Books and Records. -38- PR01/ 1471369.15 (iv) In order to facilitate the resolution of any claims made against or incurred by Sellers prior to the Closing, or for any other reasonable purpose, for a period of six years after the Closing, Buyer will (A) retain the books and records (including personnel files) of the Company relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Company; and (B) upon reasonable notice, afford the Representatives of Sellers reasonable access (including the right to make, at Sellers’ expense, photocopies), during normal business hours, to such books and records. (v) In order to facilitate the resolution of any claims made by or against or incurred by Buyer or the Company after the Closing, or for any other reasonable purpose, for a period of six years following the Closing, each Seller will (A) retain the books and records (including personnel files) of such Seller which relate to the Company and its operations for periods prior to the Closing; and (B) upon reasonable notice, afford the Representatives of Buyer or the Company reasonable access (including the right to make, at Buyer’s expense, photocopies), during normal business hours, to such books and records. (vi) Neither Buyer nor Sellers will be obligated to provide the other party with access to any books or records (including personnel files) pursuant to this Section 5.02(b) where such access would violate any Law. (c)

Employees and Benefit Plans. (ia) Following Effective immediately prior to the Closing DateClosing, subject each Seller shall terminate the employment of each of its then current employees and shall cause each Subsidiary to applicable Lawterminate the employment of each of such Subsidiary’s then current employees. Effective as of the Closing, Purchaser or a subsidiary of Purchaser shall offer employment to each of such employees (the “Continuing Employees”) identified on Schedule 4.09 attached hereto at the respective rates of salary, and with the benefits and incentive compensation arrangements (including stock options, if any, bonuses and participation in Purchaser’s other benefit plans), set forth on Schedule 4.09 attached hereto. Purchaser shall be under no obligation to hire any present employee of any Seller except pursuant to such offers of employment. Except as provided in paragraph (b) below, any obligations to or benefits for employees or former employees of any Seller shall be the sole responsibility of the Sellers. Except as provided in paragraph (b) below, Purchaser shall have no obligations whatsoever for the continuation of any bonus, compensation, welfare or pension benefit programs for any present or former employee of any Seller, and Purchaser shall have no Liability, and it does not accept any Liability, with respect to any present or former employee of any Seller; provided, however, that notwithstanding the foregoing, Purchaser shall recognize each Continuing Employee’s service with the Sellers or any Subsidiary for purposes of vesting, eligibility to participate and levels vesting credit under each of benefits under Purchaser’s or any subsidiary’s Benefit Plans or any of Sellers’ Benefit Plans assumed by Purchaser and with respect to vacation and severance benefits. Purchaser hereby agrees that the employee benefit plans of Buyer and its Subsidiaries beneficiary named in the term life insurance policy maintained by any Seller for each Management Shareholder may be changed to a Person to be designated by the respective Management Shareholder following the Closing. Any Employee identified on Schedule 4.09 who is not offered employment by Purchaser pursuant to this Section 4.09(a) shall receive an amount from the Seller employing such Employee (other than under defined benefit retirement plans, postretirement plans providing medical or dental benefits and any equity compensation plans), each Continuing Employee which shall be credited with his or her years of service reimbursed to such Seller by Purchaser) equal to two (up 2) times the weekly gross salary payable to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for by such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate Seller immediately prior to the Closing Date; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, Buyer shall waive, or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer or any of its Subsidiaries or (ii) maintain any Benefit Plans in effect as of the date of this AgreementClosing.