Common use of Employees and Employee Benefit Matters Clause in Contracts

Employees and Employee Benefit Matters. (a) Not later than the Business Day prior to the Effective Time, Purchaser shall offer Comparable Employment as of the Effective Time to each Employee that Purchaser desires to employ, as long as such Employee is then employed by and in good standing with Seller; provided that Purchaser in no event will offer employment to the Excluded Employees. Within thirty (30) days prior to the anticipated Closing Date, Seller will provide to Purchaser employment records of the Employees and a reasonable opportunity to meet with the Employees in a manner consistent with Section 8.1. Purchaser shall keep Seller informed on a reasonably prompt basis of any offer of employment made by Purchaser to any Employees. (b) During the period commencing on the Closing Date and ending no earlier than the first anniversary thereof, Purchaser shall provide the Employees of the Branch Banking Operations who become employees of Purchaser in connection with the transactions contemplated by this Agreement (the “Branch Employees”) with employee benefits substantially comparable in the aggregate to similarly situated employees of Purchaser, as in effect from time to time. For Employees who are not offered Comparable Employment by Purchaser and whose employment is terminated by Seller on, or within six (6) months after, the Closing Date, Purchaser shall offer each such Employee severance benefits equal to one week of base compensation for each full year of service with Seller and its affiliates, with a minimum of two (2) and a maximum of twelve (12) weeks of severance pay; provided, that Purchaser shall in no event provide any severance benefits to the Excluded Employees. (c) For purposes of eligibility and vesting under the employee benefit plans of Purchaser (which may be sponsored by an Affiliate of Purchaser) for which service is taken into account or recognized, and that provide benefits to any Branch Employees after the Closing Date (the “New Plans”), each Branch Employee shall be credited with his or her years of service from his or her most recent date of hire with Seller or any predecessor of Seller before the Closing Date, to the same extent as such Branch Employee was entitled, before the Closing Date, to credit for such service under any similar employee benefit plans of Seller, except to the extent such credit would result in a duplication of benefits or for purposes of benefit accrual. Without limiting the generality of the foregoing, each Branch Employee shall be eligible to participate, as of the Closing Date in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable employee benefit plans of Seller in which such Branch Employee participated immediately before the Closing Date (such plans, collectively, the “Old Plans”); provided, however, that in the case of the 401(k) plan in which Purchaser’s employees participate, Branch Employees shall be eligible to participate in such plan as of the first day of the month following the month in which the Closing occurs. For purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Branch Employee, Purchaser shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Purchaser shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of any Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided, that Seller provides Purchaser as promptly as practicable, but in no event later than thirty (30) days following a request therefor, with such data as may be reasonably requested by Purchaser in connection therewith (whether from Seller or the applicable plan administrator or insurer), and Seller delivers to Purchaser an update of such information as of the Closing Date no later than sixty (60) days following the Closing Date. (d) Seller shall pay, discharge and be responsible for: (1) all salary and wages arising out of employment of the Employees and Branch Employees through the Closing Date; and (2) any employee benefits (including vacation, sick and personal days accrued but unused) arising under the Old Plans and employee programs prior to the Closing Date, including benefits with respect to claims incurred on or prior to the Closing Date but reported after the Closing Date. From and after the Closing Date, Purchaser shall pay, discharge and be responsible for all salary, wages and benefits arising out of or relating to the employment by Purchaser of the Branch Employees from and after the Closing Date. For this purpose, claims under any medical, dental, vision, or prescription drug plan will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization, the claim will be deemed to be incurred on the date the Employee is first absent from work because of the condition giving rise to such disability and not when the Employee is determined to be eligible for benefits under the applicable welfare benefit plan. Seller will provide any continuation coverage required under COBRA or applicable state law to each “qualified beneficiary” (as defined in COBRA) whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date and each “M&A Qualified Beneficiary” (as defined under Section 54.4980B 9 of the Treasury Regulations). Purchaser will provide any continuing coverage required under COBRA to each qualified beneficiary whose first qualifying event occurs after the Closing Date; provided, however, that such qualified beneficiary is covered by Purchaser’s health plan as an active employee or a dependent of an active employee at the time of such first qualifying event. (e) Parent agrees that it will cause (i) all stock options issued to Employees under the Parent Equity Incentive Plans to be fully vested immediately prior to the Effective Time, provided the respective Employee remains employed by Seller in good standing as of the Closing Date, (ii) all amounts invested in the Parent Deferred Compensation Plan by Employees to be distributed to such Employees in a lump sum following the Closing Date in accordance with the terms of the Parent Deferred Compensation Plan and the respective Employee’s participation agreements thereunder, and (iii) matching contributions for the calendar year in which the Closing occurs with respect to Employees who are participants in the Parent 401(k) Plan and who remain Employed by Seller as of the Closing Date, based on the respective Employee’s deferrals made through the Closing Date, to be made to the Parent 401(k) Plan, without regard to whether the Employee is employed by Seller as of December 31 of the calendar year in which the Closing occurs. Notwithstanding the foregoing, Parent shall not be required to take any action pursuant to this Section 8.13(e) unless such action is in accordance with applicable legal requirements and the terms of the Parent Equity Incentive Plan, the Parent Deferred Compensation Plan or the Parent 401(k) Plan, as the case may be.

Employees and Employee Benefit Matters. (a) Not later than the Business Day prior Prior to the Effective TimeClosing, Purchaser shall offer Comparable Employment as Sellers will provide to Buyer a list of all then-active employees of the Effective Time to each Employee that Purchaser desires to employ, as long as such Employee is then employed by Company and in good standing with Seller; provided that Purchaser in no event Buyer will offer employment to the Excluded Employees. Within thirty (30) days prior to the anticipated Closing Date, Seller will provide to Purchaser employment records all such employees and shall hire all of the Employees and a reasonable opportunity to meet with the Employees in a manner consistent with Section 8.1. Purchaser shall keep Seller informed on a reasonably prompt basis of any them who accept such offer of employment made by Purchaser to any Employees. (b) During the period commencing on the Closing Date and ending no earlier than the first anniversary thereof, Purchaser shall provide the Employees of the Branch Banking Operations who become employees of Purchaser in connection with the transactions contemplated by this Agreement (the “Branch "Hired Employees”) with employee benefits substantially comparable in the aggregate to similarly situated employees of Purchaser, as in effect from time to time"). For Employees who are not offered Comparable Employment by Purchaser and whose All employment is terminated by Seller on, or within six (6) months after, the Closing Date, Purchaser shall offer each such Employee severance benefits equal to one week of base compensation offers will be for each full year of service with Seller and its affiliates, with a minimum of two (2) and a maximum of twelve (12) weeks of severance pay; provided, that Purchaser shall in no event provide any severance benefits to the Excluded Employees. (c) For purposes of eligibility and vesting under the employee benefit plans of Purchaser (which may be sponsored by an Affiliate of Purchaser) for which service is taken into account or recognized, and that provide benefits to any Branch Employees after the Closing Date (the “New Plans”), each Branch Employee shall be credited with his or her years of service from his or her most recent date of hire with Seller or any predecessor of Seller before the Closing Date, to the same extent base cash compensation as such Branch Employee was entitled, before is being paid by the Closing Date, to credit for such service under any similar employee benefit plans of Seller, except to the extent such credit would result in a duplication of benefits or for purposes of benefit accrual. Without limiting the generality of the foregoing, each Branch Employee shall be eligible to participate, as of the Closing Date in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable employee benefit plans of Seller in which such Branch Employee participated immediately before the Closing Date (such plans, collectively, the “Old Plans”); provided, however, that in the case of the 401(k) plan in which Purchaser’s employees participate, Branch Employees shall be eligible to participate in such plan as of the first day of the month following the month in which the Closing occurs. For purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Branch Employee, Purchaser shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Purchaser shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of any Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided, that Seller provides Purchaser as promptly as practicable, but in no event later than thirty (30) days following a request therefor, with such data as may be reasonably requested by Purchaser in connection therewith (whether from Seller or the applicable plan administrator or insurer), and Seller delivers to Purchaser an update of such information as of the Closing Date no later than sixty (60) days following the Closing Date. (d) Seller shall pay, discharge and be responsible for: (1) all salary and wages arising out of employment of the Employees and Branch Employees through the Closing Date; and (2) any employee benefits (including vacation, sick and personal days accrued but unused) arising under the Old Plans and employee programs prior to the Closing Date, including benefits with respect to claims incurred on or prior to the Closing Date but reported after the Closing Date. From and after the Closing Date, Purchaser shall pay, discharge and be responsible for all salary, wages and benefits arising out of or relating to the employment by Purchaser of the Branch Employees from and after the Closing Date. For this purpose, claims under any medical, dental, vision, or prescription drug plan will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization, the claim will be deemed to be incurred on the date the Employee is first absent from work because of the condition giving rise to such disability and not when the Employee is determined to be eligible for benefits under the applicable welfare benefit plan. Seller will provide any continuation coverage required under COBRA or applicable state law to each “qualified beneficiary” (as defined in COBRA) whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date and each “M&A Qualified Beneficiary” (as defined under Section 54.4980B 9 of the Treasury Regulations). Purchaser will provide any continuing coverage required under COBRA to each qualified beneficiary whose first qualifying event occurs after the Closing Date; provided, however, that such qualified beneficiary is covered by Purchaser’s health plan as an active employee or a dependent of an active employee at the time of such first qualifying event. (e) Parent agrees that it will cause (i) all stock options issued to Employees under the Parent Equity Incentive Plans to be fully vested immediately prior to the Effective Time, provided the respective Employee remains employed by Seller in good standing Company as of the Closing Date, PROVIDED that Buyer may change such employment terms at any time thereafter in its sole discretion. (iib) all amounts invested in Through October 31, 2000, Buyer will provide to the Parent Deferred Compensation Plan by Hired Employees at least the same level and value of employee benefit plans, programs and arrangements that Seller had been providing to be distributed to such the Hired Employees in a lump sum following the Closing Date in accordance with the terms of the Parent Deferred Compensation Plan and the respective Employee’s participation agreements thereunder, and (iii) matching contributions for the calendar year in which the Closing occurs with respect to Employees who are participants in the Parent 401(k) Plan and who remain Employed by Seller as of the Closing Date, based other than the Seller's bonus plan, as described on the respective Employee’s deferrals made through SCHEDULE 7.08 attached hereto ("Buyer's Benefit Plans"), provided, however, that Buyer will provide a bonus plan comparable to Seller's bonus plan from the Closing DateDate through December 31, to be made to the Parent 401(k) Plan1999. After October 31, without regard to whether the Employee is employed by Seller as of December 31 of the calendar year in which the Closing occurs. Notwithstanding the foregoing2000, Parent shall not be required to take any action pursuant to this Section 8.13(e) unless such action is Buyer may amend, terminate or otherwise modify Buyer's Benefit Plans in accordance with applicable legal requirements the terms and provisions thereof. Buyer will recognize and credit the prior employment service of the Hired Employees with Seller for purposes of eligibility and vesting with respect to Buyer's Benefit Plans. Hired Employees will receive credit for current year accrued vacation and sick pay, provided that such vacation and sick pay is claimed prior to January 1, 2000, and Sellers will reimburse Buyer for all amounts paid by Buyer with respect to such vacation and sick pay. Further, Buyer shall cause to be waived any preexisting condition clause that would preclude any of the Hired Employees from being able to participate in Plans in connection with Buyer's medical plan. It is the intent of Seller and Buyer that the Hired Employees should have no interruption in their participation in Buyer's Benefit Plans in connection with commencement of employment with Buyer. (c) Notwithstanding Section 7.08(a), the Hired Employees will be employed at the will of Buyer and after the Closing Date Buyer will be free to terminate the employment of any Hired Employee in Buyer's sole discretion, subject to Applicable Law and the terms of any written employment agreement between Buyer and such employee. (d) Sellers will be responsible for all liabilities for vested accrued benefits and claims incurred but not yet paid as of the Parent Equity Incentive PlanClosing Date under any employee welfare plan (as defined in Section 3(1) of ERISA), the Parent Deferred Compensation any Employee Pension Benefit Plan or any other employee benefit plans, programs or arrangement of the Parent 401(kCompany that provide benefits for its employees, their eligible dependents or their beneficiaries, including accrued vacation and sick pay, and for the payment of any wages accrued as of Closing Date, any severance or other termination-related obligations to Company employees as may be required by Applicable Law or otherwise. Buyer will be responsible with respect to all liabilities arising after the Closing Date with respect to any of the Hired Employees that relate to or arise from the employment of the Hired Employees by Buyer. (e) Plan, as Sellers will bear the case may beentire cost and expense of all workers' compensation claims arising out of injuries sustained by Hired Employees on or before the Closing Date. Buyer will bear the entire cost and expense of all workers' compensation claims arising out of injuries sustained by Hired Employees after the Closing Date. Buyer shall bear the entire cost and expense of all workers' compensation claims arising out of injuries without an identifiable date of occurrence and that are alleged to have arisen after the Closing Date.

Employees and Employee Benefit Matters. (a) Not later Buyer shall offer employment, contingent upon the Closing, to each Employee at no less than such Employee’s base salary, wages, bonus and in the Business Day aggregate other comparable benefits and compensation (assuming each Employee meets the target percentage and objectives outlined in the governing plan) and for the same job position in effect immediately prior to the Effective TimeClosing, Purchaser shall offer Comparable Employment such employment to commence as of the Effective Time to each Employee that Purchaser desires to employ, as long as such Employee is then employed by and in good standing with Seller; provided that Purchaser in no event will offer employment to the Excluded Employees. Within thirty (30) days prior to the anticipated Closing Date, Seller will provide to Purchaser employment records of the Employees and a reasonable opportunity to meet with the Employees in a manner consistent with Section 8.1. Purchaser shall keep Seller informed on a reasonably prompt basis of any Each Employee who accepts Buyer’s offer of employment made by Purchaser to any Employees(“Transferred Employee”) shall become an employee of Buyer (or a subsidiary of Buyer) as of the Closing Date. (b) During Buyer shall assume and become the period commencing successor employer or sponsor of the Benefit Plans listed on Schedule 6.7 hereto (each such Benefit Plan being herein referred to as an “Assumed Benefit Plan”) from and after the Closing Date and, in conjunction therewith, shall assume all of the rights and ending no earlier than obligations of Seller thereunder. Prior to and contingent upon the Closing, each of the parties will execute such documents and take such other actions as may be reasonably necessary or as may be reasonably requested by the other in order to effectuate Buyer’s assumption of the Assumed Benefit Plans at the time of Closing. Notwithstanding the foregoing, Seller shall remain responsible for and shall discharge its obligations with respect to each Assumed Benefit Plan to the extent that such obligations are attributable to any period prior to the Closing. Buyer shall not be prohibited from materially amending or terminating any Assumed Benefit Plan, provided, however, that (1) if Buyer does not assume, materially amends or terminates an Assumed Benefit Plan before the first anniversary thereof, Purchaser shall provide the Employees of the Branch Banking Operations who become employees of Purchaser in connection Closing, Buyer will substantially replace with another plan the transactions contemplated benefits provided by this Agreement (the “Branch Employees”) with employee benefits substantially comparable terminated Assumed Benefit Plan or, in the aggregate to similarly situated employees case of Purchaser, as in effect from time to time. For Employees who are not offered Comparable Employment by Purchaser and whose employment is terminated by Seller on, or within six (6) months aftera material amendment, the Closing Date, Purchaser shall offer each such Employee severance benefits equal to one week of base compensation for each full year of service with Seller that were reduced by the amendment; and its affiliates, with a minimum of two (2) and a maximum of twelve (12) weeks of severance pay; providedfor at least one year after the Closing, that Purchaser shall in no event Buyer will provide any severance benefits or cause to be provided to the Excluded EmployeesTransferred Employees employee benefits that are not less favorable, in the aggregate, to the benefits provided to the Transferred Employees immediately prior to the Closing under the Benefit Plans. (c) For purposes In the event of eligibility and vesting under any change in the employee benefit plans of Purchaser (which may be sponsored by an Affiliate of Purchaser) for which service is taken into account welfare benefits provided to Transferred Employees following the Closing, Buyer shall, or recognized, and that provide benefits to any Branch Employees after the Closing Date (the “New Plans”), each Branch Employee shall be credited with his or her years of service from his or her most recent date of hire with Seller or any predecessor of Seller before the Closing Datecause its Affiliates to, to the same extent possible, (1) waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferred Employees with respect to any such Branch Employee was entitled, before the Closing Date, to credit for such service under any similar employee benefit plans of Seller, except welfare benefits to the extent that such credit conditions, exclusions or waiting periods would result in a duplication of benefits or for purposes of benefit accrual. Without limiting the generality of the foregoing, each Branch Employee shall be eligible to participate, as of the Closing Date in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable employee benefit plans of Seller in which such Branch Employee participated immediately before the Closing Date (such plans, collectively, the “Old Plans”); provided, however, that not apply in the case of the 401(k) plan in which Purchaser’s employees participate, Branch Employees shall be eligible to participate in such plan as of the first day of the month following the month in which the Closing occurs. For purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Branch Employee, Purchaser shall cause all pre-existing condition exclusions and actively-at-work requirements absence of such New Plan to be waived for such employee and his or her covered dependentschange, and Purchaser shall cause (2) credit each Transferred Employee with any eligible expenses incurred by such employee co-payments and his or her covered dependents deductibles paid during the portion of the plan year of preceding any Old Plan ending on the date such employee’s participation change in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum any applicable deductible or out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable portion of the plan year after such change. Buyer shall provide or shall cause to be provided to each Transferred Employee credit for all service with Seller (including any credit for service with others which Seller has previously granted to an Employee) for purposes of eligibility to participate and vesting in any employee benefit plan (as if such amounts had been defined in Section 3(3) of ERISA) of Buyer or its Affiliates, and for determining the period of employment of any Transferred Employee under any vacation, severance, sick leave or other paid in accordance with such New Plan; providedtime off plan, that Seller provides Purchaser as promptly well as practicablefor determining other entitlements and terms of employment affected by seniority under the employment policies of Buyer and its Affiliates, but in no event later than thirty (30) days following a request therefor, with such data as may be reasonably requested by Purchaser in connection therewith (whether from Seller not for purposes of benefit accrual under any defined benefit pension plan of Buyer or the applicable plan administrator or insurer), and Seller delivers to Purchaser an update any of such information as of the Closing Date no later than sixty (60) days following the Closing Dateits Affiliates. (d) In accordance with Treasury Regulation §54.4980B-9, Q&A-6, Buyer shall provide or cause to be provided COBRA continuation coverage to all persons who are “M&A qualified beneficiaries” (within the meaning of Treasury Regulation §54.4980B-9, Q&A-4(a), and Seller shall pay, discharge have no responsibility therefor. Notwithstanding the foregoing Seller acknowledges and be responsible for: (1) agrees that all salary and wages arising out of employment of the Employees and Branch Employees through the Closing Date; and (2) any employee benefits (including vacation, sick and personal days accrued but unused) arising under the Old Plans and employee programs prior to the Closing Date, including benefits with respect to claims incurred on or prior to the Closing Date but reported after the Closing Date. From and after the Closing Date, Purchaser COBRA beneficiaries shall pay, discharge and be remain responsible for all salary, wages payment of their premiums and benefits arising out that Buyer is only accepting responsibility for administration of or relating to the employment by Purchaser of the Branch Employees from and after the Closing Date. For this purpose, claims under any medical, dental, vision, or prescription drug plan will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization, the claim will be deemed to be incurred on the date the Employee is first absent from work because of the condition giving rise to such disability and not when the Employee is determined to be eligible for benefits under the applicable welfare benefit plan. Seller will provide any continuation coverage required under COBRA or applicable state law to each “qualified beneficiary” (as defined in COBRA) whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date and each “M&A Qualified Beneficiary” (as defined under Section 54.4980B 9 of the Treasury Regulations). Purchaser will provide any continuing coverage required under COBRA to each qualified beneficiary whose first qualifying event occurs after the Closing Date; provided, however, that such qualified beneficiary is covered by Purchaser’s health plan as an active employee or a dependent of an active employee at the time of such first qualifying event. (e) Parent agrees that it will cause (i) all stock options issued If, as of the Closing, any Transferred Employee is eligible to Employees under take any accrued but unused vacation time pursuant to the Parent Equity Incentive Plans vacation policy applicable to be fully vested such Transferred Employee immediately prior to Closing, Seller agrees to pay out any and all accrued vacation due to all Transferred Employees immediately prior to Closing. Buyer shall allow all such Transferred Employees, to use any such accrued vacation time, without pay, to the Effective Time, provided extent so requested by a Transferred Employee during the respective Employee remains employed by Seller in good standing as of the Closing Date, six (ii6) all amounts invested in the Parent Deferred Compensation Plan by Employees to be distributed to such Employees in a lump sum month period following the Closing Date in accordance with Closing. (f) Buyer and Seller agree to utilize the terms “alternate procedure” of Section 5 of Revenue Procedure 2004-53, 2004-34 IRB 320 issued by the Parent Deferred Compensation Plan and the respective Employee’s participation agreements thereunderIRS, and (iii) matching contributions pursuant to which, Buyer will be responsible for the calendar year in which the Closing occurs all employment tax reporting, including Forms W-2, with respect to Employees who are participants in the Parent 401(k) Plan and who remain Employed by Seller as of the Closing Date, based on the respective Employee’s deferrals made through the Closing Date, to be all payments made to the Parent 401(k) Plan, without regard to whether the Employee is employed by Seller as of December 31 of Transferred Employees during the calendar year in which the Closing occurs, including payments made by Seller. Notwithstanding the foregoing, Parent shall not be required Seller will provide such documents and other information to take any action pursuant Buyer as are necessary in order to enable Buyer to timely satisfy its obligations under this Section 8.13(e) unless such action is in accordance with applicable legal requirements and the terms of the Parent Equity Incentive Plan, the Parent Deferred Compensation Plan or the Parent 401(k) Plan, as the case may besubsection.

Employees and Employee Benefit Matters. (a) Not later than the Business Day prior to the Effective Time, Purchaser shall offer Comparable Employment as of the Effective Time to each Employee that Purchaser desires to employ, as long as such Employee is then employed by and in good standing with Seller; provided that Purchaser in no event will offer employment to the Excluded Employees. Within thirty (30) days prior to the anticipated Closing Date, Seller will provide to Purchaser employment records of the Employees and a reasonable opportunity to meet with the Employees in a manner consistent with Section 8.1. Purchaser shall keep Seller informed on a reasonably prompt basis of any offer of employment made by Purchaser to any Employees. (b) During the period commencing on the Closing Date and ending no earlier than the first anniversary thereof, Purchaser shall provide the Employees of the Branch Banking Operations who become employees of Purchaser in connection with the transactions contemplated by this Agreement (the “Branch Employees”) with employee benefits substantially comparable in the aggregate to similarly situated employees of Purchaser, as in effect from time to time. For Employees who are not offered Comparable Employment by Purchaser and whose employment is terminated by Seller on, or within six (6) months after, the Closing Date, Purchaser shall offer each such Employee severance benefits equal to one week of base compensation for each full year of service with Seller and its affiliates, with a minimum of two (2) and a maximum of twelve (12) weeks of severance pay; provided, that Purchaser shall in no event provide any severance benefits to the Excluded Employees. (c) For purposes of eligibility and vesting under the employee benefit plans of Purchaser (which may be sponsored by an Affiliate of Purchaser) for which service is taken into account or recognized, and that provide benefits to any Branch Employees after the Closing Date (the “New Plans”), each Branch Employee shall be credited with his or her years of service from his or her most recent date of hire with Seller or any predecessor of Seller before the Closing Date, to the same extent as such Branch Employee was entitled, before the Closing Date, to credit for such service under any similar employee benefit plans of Seller, except to the extent such credit would result in a duplication of benefits or for purposes of benefit accrual. Without limiting the generality of the foregoing, each Branch Employee shall be eligible to participate, as of the Closing Date in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable employee benefit plans of Seller in which such Branch Employee participated immediately before the Closing Date (such plans, collectively, the “Old Plans”); provided, however, that in the case of the 401(k) plan in which Purchaser’s employees participate, Branch Employees shall be eligible to participate in such plan as of the first day of the month following the month in which the Closing occurs. For purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Branch Employee, Purchaser shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, and Purchaser shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of any Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; provided, that Seller provides Purchaser as promptly as practicable, but in no event later than thirty (30) days following a request therefor, with such data as may be reasonably requested by Purchaser in connection therewith (whether from Seller or the applicable plan administrator or insurer), and Seller delivers to Purchaser an update of such information as of the Closing Date no later than sixty (60) days following the Closing Date. (d) Seller shall pay, discharge and be responsible for: (1) all salary and wages arising out of employment of the Employees and Branch Employees through the Closing Date; and (2) any employee benefits (including vacation, sick and personal days accrued but unused) arising under the Old Plans and employee programs prior to the Closing Date, including benefits with respect to claims incurred on or prior to the Closing Date but reported after the Closing Date. From and after the Closing Date, Purchaser shall pay, discharge and be responsible for all salary, wages and benefits arising out of or relating to the employment by Purchaser of the Branch Employees from and after the Closing Date. For this purpose, claims under any medical, dental, vision, or prescription drug plan will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization, the claim will be deemed to be incurred on the date the Employee is first absent from work because of the condition giving rise to such disability and not when the Employee is determined to be eligible for benefits under the applicable welfare benefit plan. Seller will provide any continuation coverage required under COBRA or applicable state law to each “qualified beneficiary” (as defined in COBRA) whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date and each “M&A Qualified Beneficiary” (as defined under Section 54.4980B 9 54.4980B-9 of the Treasury Regulations). Purchaser will provide any continuing coverage required under COBRA to each qualified beneficiary whose first qualifying event occurs after the Closing Date; provided, however, that such qualified beneficiary is covered by Purchaser’s health plan as an active employee or a dependent of an active employee at the time of such first qualifying event. (e) Parent agrees that it will cause (i) all stock options issued to Employees under the Parent Equity Incentive Plans to be fully vested immediately prior to the Effective Time, provided the respective Employee remains employed by Seller in good standing as of the Closing Date, (ii) all amounts invested in the Parent Deferred Compensation Plan by Employees to be distributed to such Employees in a lump sum following the Closing Date in accordance with the terms of the Parent Deferred Compensation Plan and the respective Employee’s participation agreements thereunder, and (iii) matching contributions for the calendar year in which the Closing occurs with respect to Employees who are participants in the Parent 401(k) Plan and who remain Employed by Seller as of the Closing Date, based on the respective Employee’s deferrals made through the Closing Date, to be made to the Parent 401(k) Plan, without regard to whether the Employee is employed by Seller as of December 31 of the calendar year in which the Closing occurs. Notwithstanding the foregoing, Parent shall not be required to take any action pursuant to this Section 8.13(e) unless such action is in accordance with applicable legal requirements and the terms of the Parent Equity Incentive Plan, the Parent Deferred Compensation Plan or the Parent 401(k) Plan, as the case may be.