Common use of Employees and Employee Benefit Plans Clause in Contracts

Employees and Employee Benefit Plans. (a) For a period of not less than one (1) year following the Closing Date, the Surviving Corporation shall provide all individuals who are employees of the Company and the Subsidiaries (including employees who are not actively at work on account of illness, disability or leave of absence) on the Closing Date (the "Affected Employees"), while employed by the Company or the Subsidiaries, with compensation and benefits (not including equity compensation) which are substantially comparable in the aggregate to the compensation and benefits provided to such Affected Employees as of the date of this Agreement. Nothing contained in this Section 5.16 shall be deemed to grant any Affected Employee any right to continued employment after the Closing Date. The Surviving Corporation shall continue to provide and recognize all accrued but unused vacation of Affected Employees as of the Closing Date. Any preexisting condition clause in any of the welfare plans (including medical, dental and disability coverage) established or maintained by the Surviving Corporation after the Closing Date shall be waived for the Affected Employees (other than pre-existing conditions that are already in effect with respect to Affected Employees, to the extent permitted by Applicable Law), and Affected Employees shall be credited with service with the Company for all purposes under such plans. Parent shall, and shall cause the Surviving Corporation to, assume and honor all agreements set forth in Section 5.16(a) of the Company Disclosure Letter to the extent of the respective terms of such agreements. Subject to the preceding sentence, nothing in this Agreement shall be interpreted as limiting the power of the Surviving Corporation or Parent to amend or terminate any particular Plan or any other particular employee benefit plan, program, agreement or policy or as requiring the Surviving Corporation or Parent to offer to continue the employment of any employee of the Company or its subsidiaries for any period of time or to offer to continue (other than as required by its written terms) any Plan.

Employees and Employee Benefit Plans. (a) For a period Full time employees of not less than one (1) year following Cohoes and its Subsidiaries who remain employed after the Closing Date, Effective Time will be eligible to participate in benefit plans of the Surviving Corporation shall provide all individuals who and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan of the Survivinx Xxxporation or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Company Effective Time subject to the terms and the provisions of such employee plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries (including employees who are shall not actively at work on account of illness, disability or leave of absence) on the Closing Date (the "Affected Employees"), while employed by the Company or the Subsidiaries, with compensation and benefits (not including equity compensation) which are substantially comparable be eligible to participate in the aggregate to Hudson (Surviving Corporation) ESOP until the compensation and benefits provided to such Affected Employees as of the date of this Agreement. Nothing contained in this Section 5.16 shall be deemed to grant any Affected Employee any right to continued employment after the Closing Dateplan year begxxxxxx April 1, 2001. The Surviving Corporation shall continue use its best efforts to provide cause any and recognize all accrued but unused vacation of Affected Employees as of the Closing Date. Any preexisting condition clause in any of the welfare plans (including medical, dental and disability coverage) established or maintained by the Surviving Corporation after the Closing Date shall be waived for the Affected Employees (other than pre-existing conditions that are already in effect condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived with respect to Affected Employees, to the extent permitted by Applicable Law), such participants and Affected Employees shall be credited with service with the Company for all purposes under such plans. Parent shall, and shall cause the Surviving Corporation to, assume and honor all agreements set forth in Section 5.16(a) of the Company Disclosure Letter to the extent of the respective terms of such agreements. Subject to the preceding sentence, nothing in this Agreement shall be interpreted as limiting the power of the Surviving Corporation or Parent to amend or terminate any particular Plan or any other particular employee benefit plan, program, agreement or policy or as requiring the Surviving Corporation or Parent to offer to continue the employment of any employee of the Company or its subsidiaries for any period of time or to offer to continue (other than as required by its written terms) any Plantheir eligible dependents.

Employees and Employee Benefit Plans. (a) For a period of not less than one (1) year following the Closing DateExcept as otherwise provided herein, the Surviving Corporation shall provide all individuals who are full time employees of the Company Seller and the Subsidiaries (including employees Seller Bank who are not actively at work on account of illness, disability or leave of absence) on the Closing Date (the "Affected Employees"), while remain employed by Buyer after the Company or Effective Time will be eligible to participate in benefit plans of Buyer that are generally available to its full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the Subsidiariesterms and provisions of such benefit plans, with compensation and benefits (not including equity compensation) which are substantially comparable in the aggregate to the compensation and benefits provided to such Affected Employees as credit for years of the date of this Agreement. Nothing contained in this Section 5.16 shall be deemed to grant any Affected Employee any right to continued employment after the Closing Date. The Surviving Corporation shall continue to provide and recognize all accrued but unused vacation of Affected Employees as of the Closing Date. Any preexisting condition clause in any of the welfare plans (including medical, dental and disability coverage) established service with Seller or maintained by the Surviving Corporation after the Closing Date shall be waived Seller Bank for the Affected Employees purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (other than prebut not for the purpose of accrual or restoration of benefits under any existing or future benefit plan of Buyer where benefits are calculated on an actuarial basis, including any qualified or non-existing conditions that are already in effect with respect qualified defined benefit plan or restoration plan). Contributions to Affected Employees(and accrual of benefits, to the extent permitted applicable, if any, under) benefit plans of Buyer on behalf of continuing full-time employees of Seller and Seller Bank shall only relate to qualifying compensation earned by Applicable Law), such employees after the Effective Time subject to the terms and Affected Employees shall be credited with service with the Company for all purposes under provisions of such benefit plans. Parent shallNotwithstanding anything contained above, continuing full time employees of Seller and Seller Bank (i) shall not be entitled to any past service credit for their prior employment for any purposes whatsoever with respect to any post-termination or post-retirement welfare benefits of Buyer; and (ii) shall not be eligible to participate in the Buyer benefit restoration plan or any qualified plan of Buyer or any of its Subsidiaries (other than the 401(k) plan of Buyer into which the Seller Bank 401(k) plan has been merged) until the entry date occurring on April 1, 2003. Buyer shall use its best efforts to cause the Surviving Corporation to, assume any and honor all agreements set forth in Section 5.16(a) of the Company Disclosure Letter pre-existing condition limitations (to the extent of such limitations did not apply to a pre-existing condition under the respective terms of corresponding Seller group health plan) and eligibility waiting periods under its group health plans to be waived with respect to such agreements. Subject to the preceding sentence, nothing in this Agreement shall be interpreted as limiting the power of the Surviving Corporation or Parent to amend or terminate any particular Plan or any other particular employee benefit plan, program, agreement or policy or as requiring the Surviving Corporation or Parent to offer to continue the employment of any employee of the Company or its subsidiaries for any period of time or to offer to continue (other than as required by its written terms) any Planparticipants and their eligible dependents.

Employees and Employee Benefit Plans. (a) For a period Buyer shall offer employment to commence as of not less than one (1the Closing Date to the Employees listed on Section 8.4(a) year following of the Disclosure Schedule, as amended by Buyer from time to time in its reasonable discretion. Sellers shall use all reasonable efforts as reasonably requested by Buyer to assist Buyer in its efforts to hire the employees receiving offers under this Section 8.4(a). In the case of any offeree who is in inactive status or otherwise absent from employment on the Closing Date, the Surviving Corporation shall provide all individuals who are employees of the Company and the Subsidiaries (including employees who are not actively at work on account of illness, disability or leave of absence) on the Closing Date (the "Affected Employees"), while employed by the Company or the Subsidiaries, with compensation and benefits (not including equity compensation) which are substantially comparable in the aggregate to the compensation and benefits provided to such Affected Employees as of the date of this Agreement. Nothing contained in this Section 5.16 shall be deemed to grant any Affected Employee any right to continued employment after the Closing Date. The Surviving Corporation shall continue to provide and recognize all accrued but unused vacation of Affected Employees as of the Closing Date. Any preexisting condition clause in any of the welfare plans (including medical, dental and disability coverage) established or maintained by the Surviving Corporation after the Closing Date shall be waived for the Affected Employees (other than pre-existing conditions that are already in effect with respect to Affected EmployeesBuyer may, to the extent permitted by Applicable Lawlaw, condition such offer upon the offeree’s reporting to work within twelve weeks after the Closing Date, or if absent by reason of short-term disability, injury or illness, within the period prescribed by the applicable Seller’s short-term disability plan and with acceptable medical release for regular work or work with reasonable accommodation, or if absent on statutory leave such as maternity or parental leave within the period prescribed by the applicable statute for such leave. Following acceptance of offers made by Buyer pursuant to this Section 8.4(a), Buyer shall provide written notice thereof to Sellers and Affected Employees Sellers shall be credited with service with the Company for all purposes under such plans. Parent shalltransfer to Buyer, and shall cause the Surviving Corporation to, assume and honor all agreements set forth in Section 5.16(a) of the Company Disclosure Letter to the extent permitted by law, all files and Employee records of Employees accepting such offers (the “Transferred Employees”). The employment of each Transferred Employee with Buyer shall be considered effective and his or her employment by Sellers shall terminate and transfer to Buyer on the Closing Date. For periods prior to Closing, with respect to Employees, Sellers shall retain the sole responsibility for and control over all matters relating to the maintenance of personnel and payroll records, the withholding and payment of federal, state and local income and payroll taxes, the payment of workers’ compensation and unemployment compensation insurance, salaries, wages and pension, welfare and other employee and fringe benefits, hiring and firing and the conduct of all other matters relating to labor relations. Sellers shall be solely responsible for all liabilities and obligations relating to or arising from any right of any Employee to receive compensation for or because of the respective terms termination of such agreementshis or her employment with Sellers or their Affiliates. Subject Buyer shall be responsible for all liabilities and obligations to the preceding sentence, nothing in this Agreement shall be interpreted as limiting the power Transferred Employees relating to or arising from any right of any such employee to receive compensation for or because of the Surviving Corporation termination of his or Parent her employment with Buyer. Sellers shall retain liability for compliance with all applicable labor and employment laws relating to amend or terminate any particular Plan the Employees in connection with their employment by Sellers or any other particular employee benefit plan, program, agreement or policy or as requiring the Surviving Corporation or Parent to offer to continue the employment of any employee of the Company or its subsidiaries for any period of time or to offer to continue (other than as required by its written terms) any Plantheir Affiliates.

Employees and Employee Benefit Plans. (a) For Promptly after the Closing, Buyer shall make an offer of employment to each of the employees of Seller other than the employees listed on Schedule 7.4 (which offer shall (i) include base salary no less than the base salary currently being paid to such employee by Seller, as adjusted in accordance with Section 7.8 and (ii) in the case of employees with the title of Senior Engagement Manager or higher, be conditioned upon, among other things, the execution by such employee of a Confidential Information Agreement). Buyer shall not terminate any employee of Seller who becomes an employee of Buyer or its subsidiaries or other Affiliates for a period of not less than one six months after the Closing unless: (1i) year such termination is for Cause (as defined in the Employment Agreement entered into by such employee or, if no Employment Agreement has been entered into by such employee, as defined in the Noncompetition Agreement); (ii) Buyer obtains the prior written consent of Seller with respect to such termination; or (iii) Buyer pays such terminated employee an amount equal to the greater of his or her base salary as in effect immediately prior to the Closing or as in effect at the time of termination, for the period from the date of termination through the end of the sixth month following the Closing Date, the Surviving Corporation shall provide all individuals Closing. With respect to each employee of Seller who are employees does not become an employee of the Company and the Subsidiaries (including employees who are not actively at work on account of illness, disability or leave of absence) Buyer on the Closing Date (the "Affected Employees"other than those listed on Schedule 7.4), while employed by Seller and the Company or the Subsidiaries, with compensation and benefits (not including equity compensation) which are substantially comparable in the aggregate to the compensation and benefits provided to such Affected Employees as members of the date board of this Agreement. Nothing contained in this Section 5.16 directors of Seller shall be deemed encourage such employee to grant any Affected Employee any right to continued employment after become an employee of Buyer promptly following the Closing Date. The Surviving Corporation shall continue For purposes of determining eligibility to provide participate and recognize all accrued but unused vacation vesting under any employee benefit plan of Affected Employees as Buyer, employees of the Closing Date. Any preexisting condition clause in any Seller who become employees of the welfare plans (including medical, dental Buyer and disability coverage) established or maintained by the Surviving Corporation after actually perform services for Buyer on the Closing Date or within twelve (12) weeks immediately thereafter (the “Transferring Employees”) shall be waived receive service credit for the Affected Employees (other than pre-existing conditions that are already in effect service with respect to Affected Employees, Buyer to the same extent permitted by Applicable Law), and Affected Employees shall be credited with service with the Company for all purposes such credit was granted under such Seller’s comparable employee benefit plans. Parent shall, and shall cause the Surviving Corporation to, assume and honor all agreements Notwithstanding anything set forth in Section 5.16(a) of the Company Disclosure Letter herein to the extent of the respective terms of such agreements. Subject to the preceding sentencecontrary, (i) nothing in this Agreement shall be interpreted as limiting create any obligation on the power part of the Surviving Corporation or Parent to amend or terminate any particular Plan or any other particular employee benefit plan, program, agreement or policy or as requiring the Surviving Corporation or Parent to offer Buyer to continue the employment of any employee of the Company or its subsidiaries for any period following the Closing Date and (ii) nothing in this Agreement shall preclude Buyer from altering, amending or terminating any of time its employee benefit plans, or to offer to continue (other than as required by the participation of any of its written terms) employees in such plans, at any Plantime.

Employees and Employee Benefit Plans. (a) For a period Buyer shall offer employment to commence as of not less than one (1the Closing Date to the Employees listed on Section 8.4(a) year following of the Disclosure Schedule, as amended by Buyer from time to time in its reasonable discretion. Sellers shall use all reasonable efforts as reasonably requested by Buyer to assist Buyer in its efforts to hire the employees receiving offers under this Section 8.4(a). In the case of any offeree who is in inactive status or otherwise absent from employment on the Closing Date, the Surviving Corporation shall provide all individuals who are employees of the Company and the Subsidiaries (including employees who are not actively at work on account of illness, disability or leave of absence) on the Closing Date (the "Affected Employees"), while employed by the Company or the Subsidiaries, with compensation and benefits (not including equity compensation) which are substantially comparable in the aggregate to the compensation and benefits provided to such Affected Employees as of the date of this Agreement. Nothing contained in this Section 5.16 shall be deemed to grant any Affected Employee any right to continued employment after the Closing Date. The Surviving Corporation shall continue to provide and recognize all accrued but unused vacation of Affected Employees as of the Closing Date. Any preexisting condition clause in any of the welfare plans (including medical, dental and disability coverage) established or maintained by the Surviving Corporation after the Closing Date shall be waived for the Affected Employees (other than pre-existing conditions that are already in effect with respect to Affected EmployeesBuyer may, to the extent permitted by Applicable Lawlaw, condition such offer upon the offeree's reporting to work within twelve weeks after the Closing Date, or if absent by reason of short-term disability, injury or illness, within the period prescribed by the applicable Seller's short-term disability plan and with acceptable medical release for regular work or work with reasonable accommodation, or if absent on statutory leave such as maternity or parental leave within the period prescribed by the applicable statute for such leave. Following acceptance of offers made by Buyer pursuant to this Section 8.4(a), Buyer shall provide written notice thereof to Sellers and Affected Employees Sellers shall be credited with service with the Company for all purposes under such plans. Parent shalltransfer to Buyer, and shall cause the Surviving Corporation to, assume and honor all agreements set forth in Section 5.16(a) of the Company Disclosure Letter to the extent permitted by law, all files and Employee records of Employees accepting such offers (the "Transferred Employees"). The employment of each Transferred Employee with Buyer shall be considered effective and his or her employment by Sellers shall terminate and transfer to Buyer on the Closing Date. For periods prior to Closing, with respect to Employees, Sellers shall retain the sole responsibility for and control over all matters relating to the maintenance of personnel and payroll records, the withholding and payment of federal, state and local income and payroll taxes, the payment of workers' compensation and unemployment compensation insurance, salaries, wages and pension, welfare and other employee and fringe benefits, hiring and firing and the conduct of all other matters relating to labor relations. Sellers shall be solely responsible for all liabilities and obligations relating to or arising from any right of any Employee to receive compensation for or because of the respective terms termination of such agreementshis or her employment with Sellers or their Affiliates. Subject Buyer shall be responsible for all liabilities and obligations to the preceding sentence, nothing in this Agreement shall be interpreted as limiting the power Transferred Employees relating to or arising from any right of any such employee to receive compensation for or because of the Surviving Corporation termination of his or Parent her employment with Buyer. Sellers shall retain liability for compliance with all applicable labor and employment laws relating to amend or terminate any particular Plan the Employees in connection with their employment by Sellers or any other particular employee benefit plan, program, agreement or policy or as requiring the Surviving Corporation or Parent to offer to continue the employment of any employee of the Company or its subsidiaries for any period of time or to offer to continue (other than as required by its written terms) any Plantheir Affiliates.

Employees and Employee Benefit Plans. (a) For a period of not less than one (1) year following the Closing Date, the Surviving Corporation shall provide all individuals who are Full time employees of Cohoes and its Subsidiaries who remain employed after the Company Effective Time will be eligible to participate in benefit plans of Xxxxxx and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any existing or future benefit plan of Xxxxxx or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of Xxxxxx and its Subsidiaries on behalf of continuing full-time employees who are of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such benefit plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not actively at work on account be eligible to participate in the Xxxxxx Bank benefit restoration plan or any qualified plan of illness, disability Xxxxxx or leave any of absence) on the Closing Date (the "Affected Employees"), while employed by the Company or the its Subsidiaries, with compensation including the Xxxxxx Bank retirement plan, Xxxxxx Bank savings plan and benefits (not including equity compensation) which are substantially comparable Xxxxxx employee stock ownership plan until the plan year commencing in the aggregate to the compensation and benefits provided to such Affected Employees as of the date of this Agreement. Nothing contained in this Section 5.16 shall be deemed to grant any Affected Employee any right to continued employment after the Closing Date. The Surviving Corporation shall continue to provide and recognize all accrued but unused vacation of Affected Employees as of the Closing Date. Any preexisting condition clause in any of the welfare plans (including medical2002, dental and disability coverage) established or maintained by the Surviving Corporation after the Closing Date shall be waived for the Affected Employees (other than pre-existing conditions that are already in effect with respect to Affected Employeesexcept that, to the extent permitted by Applicable Law)the Code and any other applicable law, continuing full time employees of Cohoes and Affected Employees its Subsidiaries who are not participants in the Cohoes ESOP immediately prior to the Effective Time and otherwise meet the eligibility requirements of the Xxxxxx employee stock ownership plan (after taking into account their past service credit with Cohoes and its Subsidiaries) shall be credited with service with permitted to participate in the Company for all purposes under such plans. Parent shall, and shall cause the Surviving Corporation to, assume and honor all agreements set forth in Section 5.16(a) Xxxxxx employee stock ownership plan as of the Company Disclosure Letter first entry date in such plan on or following the date of the Effective Time. Xxxxxx shall amend its employee stock ownership plan to accomplish the foregoing, to the extent of such amendments are consistent with the respective terms of such agreementsCode and any other applicable law. Subject Xxxxxx shall use its best efforts to cause any and all pre-existing condition limitations (to the preceding sentence, nothing in this Agreement shall extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be interpreted as limiting the power of the Surviving Corporation or Parent waived with respect to amend or terminate any particular Plan or any other particular employee benefit plan, program, agreement or policy or as requiring the Surviving Corporation or Parent to offer to continue the employment of any employee of the Company or its subsidiaries for any period of time or to offer to continue (other than as required by its written terms) any Plansuch participants and their eligible dependents.

Employees and Employee Benefit Plans. HCB and Seller shall, ------------------------------------ prior to the Closing, take such action as is necessary to (ai) For terminate the employment of any all employees of the Bank located at the Monticello Branch or LPO Office and to pay all salaries of such employees through such date and (ii) rehire such persons as employees of HCB or Seller on the same or better terms as such employees were employed by the Bank. Prior to the Closing, HCB and Seller shall take such action as is necessary to terminate all participation and obligations of the Bank and the Holding Company under the Plans. HCB and Seller agree to jointly and severally indemnify and hold harmless the Bank and Buyer from and against any and all Adverse Consequences resulting from (A) the failure of HCB or Seller to comply with any Legal Requirement applicable to the termination and rehiring of the employees of the Bank or the Holding Company on or prior to the Closing Date (including, but not limited to compliance with COBRA) or (B) Bank's or Holding Company's participation in or termination as a participating employer under the Plans. Further, the Buyer shall use its best efforts to cause its insurance carrier to waive the applicable waiting period under Buyer's existing health and medical insurance plans so as to allow all employees of not less than one (1) year the Bank as of the Closing Date to participate, effective on the 1st day of the month immediately following the Closing Date, in such plans. If Buyer is unable to obtain the Surviving Corporation foregoing waiver from it insurance carrier, it shall provide take such action as is necessary to allow all individuals who are employees of the Company and the Subsidiaries (including employees who are not actively at work on account of illness, disability or leave of absence) on the Closing Date (the "Affected Employees"), while employed by the Company or the Subsidiaries, with compensation and benefits (not including equity compensation) which are substantially comparable in the aggregate to the compensation and benefits provided to such Affected Employees as of the date of this Agreement. Nothing contained in this Section 5.16 shall be deemed to grant any Affected Employee any right to continued employment after the Closing Date. The Surviving Corporation shall continue to provide and recognize all accrued but unused vacation of Affected Employees Bank as of the Closing Date. Any preexisting condition clause Date to participate in any of Buyer's health and medical insurance plans as soon as possible under the welfare plans (including medical, dental and disability coverage) established or maintained by the Surviving Corporation after the Closing Date shall be waived for the Affected Employees (other than pre-existing conditions that are already in effect with respect to Affected Employees, to the extent permitted by Applicable Law), and Affected Employees shall be credited with service with the Company for all purposes under such plans. Parent shall, and shall cause the Surviving Corporation to, assume and honor all agreements set forth in Section 5.16(a) of the Company Disclosure Letter to the extent of the respective terms of such agreements. Subject to the preceding sentence, nothing in this Agreement shall be interpreted as limiting the power of the Surviving Corporation or Parent to amend or terminate any particular Plan or any other particular employee benefit plan, program, agreement or policy or as requiring the Surviving Corporation or Parent to offer to continue the employment of any employee of the Company or its subsidiaries for any period of time or to offer to continue (other than as required by its written terms) any Planplans.

Employees and Employee Benefit Plans. (a) For a period of not less than one (1) year following the Closing Date, the Surviving Corporation Buyer shall provide all individuals who are employees of the Company and the Subsidiaries (including employees who are not actively at work on account of illness, disability or leave of absence) on the Closing Date (the "Affected Employees"), while employed by the Company or the Subsidiaries, with compensation and benefits (not including equity compensation) which are substantially comparable in the aggregate offer employment to the compensation and benefits provided to such Affected Employees as of the date of this Agreement. Nothing contained in this Section 5.16 shall be deemed to grant any Affected Employee any right to continued employment after the Closing Date. The Surviving Corporation shall continue to provide and recognize all accrued but unused vacation of Affected Employees commence as of the Closing Date. Any preexisting condition clause Date to all of the employees of the Business (including employees on leave of absence who are listed in Section 8.4 of the Disclosure Schedule) ("Employees") other than those Employees that Seller or any of its Affiliates decide to retain in their employ (the welfare plans "Retained Employees") (including medical, dental a list of such Retained Employees is attached hereto in Section 8.4 of the Disclosure Schedule) and disability coverageother than those Employees listed on Schedule 8.4(a) established or maintained by the Surviving Corporation after the Closing Date (such Employees who are not Retained Employees and who are not listed on Schedule 8.4(a) being "Available Employees"). Such offers of employment shall be waived for the Affected salary, wages, bonuses, benefits and other terms and conditions of employment no less favorable than those received by similarly situated employees of Buyer. Those Employees (other than pre-existing conditions that are already in effect who accept Buyer's offer of employment and commence working with Buyer shall hereafter be referred to as "Transferred Employees." For periods prior to Closing, with respect to Affected Employees, Seller shall retain the sole responsibility for all matters relating to the extent permitted by Applicable Law)maintenance of personnel and payroll records, the withholding and Affected payment of federal, state and local income and payroll taxes, the payment of workers' compensation and unemployment compensation insurance, salaries, wages and pension, welfare and other fringe benefits and the conduct of all other matters relating to labor relations. Seller shall retain responsibility for any severance for Retained Employees and Employees who are listed on Schedule 8.4(a) that may be triggered as a result of any termination of employment (including all severance liabilities incurred on or prior to the Closing Date) and Buyer shall be credited with service with responsible for any severance for Available Employees that may be triggered as a result of any termination of employment (which such severance benefits are limited to the Company for all purposes under such plans. Parent shall, and shall cause the Surviving Corporation to, assume and honor all agreements Available Employees set forth in Section 5.16(aon Attachment 5.13(b)(i) of the Company Disclosure Letter Schedule). Seller shall retain liability for compliance with all applicable labor and employment laws relating to the extent of the respective terms of such agreements. Subject to the preceding sentence, nothing Employees in this Agreement shall be interpreted as limiting the power of the Surviving Corporation or Parent to amend or terminate any particular Plan connection with their employment by Seller or any other particular employee benefit plan, program, agreement or policy or as requiring the Surviving Corporation or Parent to offer to continue the employment of any employee of the Company or its subsidiaries for any period of time or to offer to continue (other than as required by its written terms) any PlanAffiliates.

Employees and Employee Benefit Plans. (a) For Full time employees of Seller and Preferred who remain employed after the Effective Time will be eligible to participate in all welfare and benefit plans that are generally available to full-time employees of Alliance on a period uniform and non-discriminatory basis with credit for years of service with Seller and Preferred for the purpose of eligibility and vesting (but not less than one for the purpose of accrual of benefits under any Defined Benefit Plan). Buyer shall use its best efforts to cause any and all pre-existing condition limitations (1to the extent such limitations did not apply to a pre-existing condition under any Seller Employee Plan) year following and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependents. (b) Buyer agrees to honor the Closing Dateterms of all Previously Disclosed employment, consulting, severance and termination agreements and all vested rights under the Seller Employee Plans. Buyer agrees to expressly assume every such agreement which by its terms requires express assumption by a successor to Seller. Such express assumption shall occur by virtue of Buyer's execution of this Agreement without any further action required by Buyer upon the completion of the Merger, and 31 Next Page subject to the proviso that the aggregate cash severance payments to be made to X.X. Xxxx and Xxxxxxxx X. Xxxxxx at the Effective Time, in a single lump sum payment, under their December 18, 1996 Employment Agreements shall not exceed $675,000. (c) In the sole discretion of Buyer, payments made by it in full and complete satisfaction of obligations of Seller and/or Preferred under any Seller Employee Plan or under any agreement referred to in Section 5.11(b) shall be subject to the recipient's delivery to Buyer of (i) a written acknowledgment signed by such recipient that the payment or payments and benefits to be made to him or her is in full and complete satisfaction of all liabilities and obligations thereunder of Seller, Buyer, and each of their respective affiliates, directors, officers, employees and agents, and (ii) a release by such recipient of all such parties from further liability in connection with the particular Seller Employee Plan or agreement, as applicable. (d) As of the Effective Time, the Surviving Corporation Seller ESOP shall provide all individuals who are employees be terminated in accordance with its terms. Prior to the Effective Time, the Seller shall be permitted to make such changes to the Seller ESOP as it deems appropriate to carry out the provisions of this subsection and shall file a request for determination with the IRS with respect to the termination of the Company and the Subsidiaries (including employees who are not actively at work on account of illness, disability or leave of absence) on the Closing Date (the "Affected Employees"), while employed Seller ESOP. Any cash received by the Company or Seller ESOP trustee in connection with the Subsidiaries, Cash-Out Merger with compensation and benefits respect to the unallocated shares of Seller Common Stock shall be first applied by the Seller ESOP trustee to the full repayment of the Seller ESOP loan. The balance of the cash (not including equity compensationif any) which are substantially comparable received by the Seller ESOP trustee in connection with the Cash-Out Merger with respect to the unallocated shares of Seller Common Stock shall be allocated to the accounts of all participants in the aggregate Seller ESOP who have accounts remaining under the Seller ESOP (whether or not such participants are then actively employed) and beneficiaries in proportion to the compensation account balances of such participants and benefits provided to such Affected Employees beneficiaries as they exist as of the date Effective Time as earnings, unless otherwise required to be allocated as annual additions subject to the limitations of Section 415 of the Code. As soon as practicable after receipt of a favorable determination letter from the IRS with respect to termination, the assets of the Seller ESOP shall be distributed to participants and beneficiaries or transferred to an eligible individual retirement account as a participant or beneficiary may direct. Prior to the Effective Time, Seller shall be entitled to make prepayments on the Seller ESOP loan to the extent such prepayments (i) are fully deductible for tax purposes as contributions to the ESOP, (ii) do not adversely affect the qualified status of the Seller ESOP, and (iii) reflect a contribution level consistent with past practice calculated on a pro rata basis for the partial plan year period (which contribution shall only apply to the taxable cash compensation of employee/participants excluding any severance payments arising from any of the transactions contemplated by this Agreement). Nothing contained (e) As a material inducement for X.X. Xxxx and Xxxxxxxx X. Xxxxxx entering into the Non-Competition Agreements referred to in this Section 5.16 6.1(e) and agreeing to be bound by the terms and provisions thereof for the period of time therein stated, Buyer agrees that it shall be deemed to grant any Affected Employee any right to continued employment after the Closing Date. The Surviving Corporation shall continue cause Preferred to provide and recognize all accrued but unused vacation of Affected Employees as of pay for group health insurance benefits for X.X. Xxxx and Xxxxxxxx X. Xxxxxx and their respective family members from the Closing Date. Any preexisting condition clause in any of the welfare plans (including medicalEffective Time through November 24, dental and disability coverage) established or maintained by the Surviving Corporation after the Closing Date 2004, which health benefits shall be waived for the Affected Employees (other no less favorable than pre-existing conditions that are already in effect those Previously Disclosed by Buyer. 32 Next Page 5.12 Litigation Matters Seller will consult with respect to Affected EmployeesBuyer about any proposed settlement, to the extent permitted by Applicable Law), and Affected Employees shall be credited with service with the Company for all purposes under such plans. Parent shall, and shall cause the Surviving Corporation to, assume and honor all agreements set forth in Section 5.16(a) of the Company Disclosure Letter to the extent of the respective terms of such agreements. Subject to the preceding sentence, nothing in this Agreement shall be interpreted as limiting the power of the Surviving Corporation or Parent to amend or terminate any particular Plan or any other particular employee benefit plandisposition of, program, agreement any litigation affecting Seller or policy or as requiring the Surviving Corporation or Parent to offer to continue the employment of any employee of the Company or its subsidiaries for any period of time or to offer to continue (other than as required by its written terms) any Plan.Preferred. 5.13

Employees and Employee Benefit Plans. (a) For a During the period of not less than one (1) year following the Closing Date, the Surviving Corporation shall provide all individuals who are employees of the Company and the Subsidiaries (including employees who are not actively at work on account of illness, disability or leave of absence) beginning on the Closing Date and ending on September 30, 2000, Sellers shall make available the services of its employees who are employed in the Divisions to Buyer or its affiliates as leased employees (the "Affected Leased Employees"). During such period, while employed by the Company or the Subsidiaries, with Sellers shall pay and provide to all Leased Employees compensation and benefits (not including equity compensation) equal to that which are substantially comparable in the aggregate they were receiving immediately prior to the compensation and benefits provided Closing Date (except to such Affected the extent otherwise required by applicable law). The Leased Employees as of the date of this Agreement. Nothing contained in this Section 5.16 shall be deemed to grant any Affected Employee any right to continued employment after the Closing Date. The Surviving Corporation shall continue to provide and recognize all accrued but unused vacation of Affected Employees as of the Closing Date. Any preexisting condition clause in any of the welfare plans (including medical, dental and disability coverage) established or maintained by the Surviving Corporation after the Closing Date shall be waived for the Affected Employees (other than pre-existing conditions that are already in effect with respect to Affected Employees, to the extent permitted by Applicable Law), and Affected Employees shall be credited with service with the Company for all purposes under (including compensation, employee benefits, employment tax and reporting obligations, and all obligations arising as a result of the termination of a Leased Employee's employment) to be employees solely of Seller or its affiliates and not to be employees of Buyer or any of its affiliates. Sellers shall have responsibility for the employment and daily supervision of the Leased Employees; PROVIDED, HOWEVER, that Sellers shall consult with Buyer regarding the nature and scope of the services required by Buyer and the performance of such plans. Parent shallservices by the Leased Employees, and PROVIDED FURTHER, that Sellers shall not, and shall cause the Surviving Corporation their affiliates not to, assume undertake any actions in connection with the provision of such services that are not authorized by Buyer. Buyer shall reimburse each Seller for its direct payroll costs, excluding overhead expenses, within one business day after receiving a copy of Sellers' payroll reports from Sellers' payroll agent. Buyer shall also reimburse each Seller for other reasonable direct costs of providing such leased employee services, including payroll taxes, the costs of workers' compensation insurance and honor all agreements costs related to Seller's Non-ERISA Plans listed on SCHEDULE 5.18(A), other than costs related to any equity-based compensation plans (excluding the fees of third party administrators under any employee benefit plan maintained by a Seller and costs associated with the provision of the Accounting Services set forth in Section 5.16(a) of the Company Disclosure Letter to the extent of the respective terms of such agreementson ANNEX B hereto). Subject to the preceding sentence, nothing in this Agreement shall be interpreted as limiting the power of the Surviving Corporation or Parent to amend or terminate any particular Plan or Notwithstanding any other particular provision herein, Buyer shall not reimburse any Seller for any payment or benefit under an employee benefit plan, programarrangement or agreement except to the extent it is set forth on SCHEDULE 2.3(D) or SCHEDULE 5.18 and was provided to Buyer prior to the date hereof. Immediately following the Employment Date as defined in SECTION 8.5(b), agreement Sellers shall submit to Buyer for payment a billing invoice or policy or as requiring other statement setting forth the Surviving Corporation or Parent to offer to continue the employment amount of any fees for the leased employee services provided hereunder, reduced by any fees or expenses heretofore paid by Buyer. Such invoice or statement shall be accompanied by such supporting detail as Buyer may reasonably request with respect to any of such fees. Payment by Buyer to Sellers in respect of such invoice or statement shall be made within 15 days after the date of Buyer's receipt of such invoice or statement. Buyer shall have the right to conduct an audit of Sellers to determine the accuracy of the Company or its subsidiaries accounting for any period such fees, the cost of time or which shall be borne by Buyer; PROVIDED, HOWEVER, that if the results of any such audit show excess charges for fees of more than $5,000 in the aggregate, then the cost of such audit shall be borne by Sellers and Sellers shall promptly reimburse Buyer for all overcharges due to offer to continue (other than as required by its written terms) any Planexcess charges for such fees.

Employees and Employee Benefit Plans. (a) For Buyer shall offer employment to the employees listed on Schedule 7.4, at (i) base salaries at least comparable to their respective current base salaries as set forth on Schedule 7.4, (ii) a period of not less than one bonus opportunity, if any, in accordance with Buyer’s staff compensation guidelines, as such guidelines may be amended and in existence from time to time, and (1iii) year following the Closing Date, the Surviving Corporation shall provide all individuals who with employee benefits that are substantially comparable to those in place for other similar employees of the Company Buyer. Seller, Seller Subsidiary and the Subsidiaries (including each Selling Party shall use its, his or her reasonable best efforts to have all of Seller’s and Seller Subsidiary’s employees to whom Buyer offers employment accept such offers. For purposes of determining eligibility to participate and vesting under any employee benefit plan of Buyer and service accrual under Buyer’s vacation policy, maternity leave policy and severance policy, if any, employees of Seller and Seller Subsidiary who are not actively at work on account become employees of illness, disability or leave of absence) Buyer and actually perform services for Buyer on the Closing Date or within four (4) weeks immediately thereafter (the "Affected “Transferring Employees"), while employed by the Company or the Subsidiaries, with compensation and ”) shall receive service credit for service under employee benefits (not including equity compensation) which are substantially comparable in the aggregate to the compensation and benefits provided to such Affected Employees as of the date of this Agreement. Nothing contained in this Section 5.16 shall be deemed to grant any Affected Employee any right to continued employment after the Closing Date. The Surviving Corporation shall continue to provide and recognize all accrued but unused vacation of Affected Employees as of the Closing Date. Any preexisting condition clause in any of the welfare plans (including medical, dental and disability coverage) established or maintained by the Surviving Corporation after the Closing Date shall be waived for the Affected Employees (other than pre-existing conditions that are already in effect with respect to Affected Employees, defined benefit pension plans and retiree medical plans) sponsored by Buyer to the same extent permitted by Applicable Law), and Affected Employees shall be credited with service with the Company for all purposes such credit was granted under such Seller’s or Seller Subsidiary’s comparable employee benefit plans. Parent shall, and shall cause the Surviving Corporation to, assume and honor all agreements Notwithstanding anything set forth in Section 5.16(a) of the Company Disclosure Letter herein to the extent of the respective terms of such agreements. Subject to the preceding sentencecontrary, (i) nothing in this Agreement shall be interpreted as limiting create any obligation on the power part of the Surviving Corporation or Parent to amend or terminate any particular Plan or any other particular employee benefit plan, program, agreement or policy or as requiring the Surviving Corporation or Parent to offer Buyer to continue the employment of any employee of the Company or its subsidiaries for any period following the Closing Date and (ii) nothing in this Agreement shall preclude Buyer from altering, amending or terminating any of time its employee benefit plans, or to offer to continue (other than as required by the participation of any of its written terms) employees in such plans, at any Plantime.

Employees and Employee Benefit Plans. (a) For The Retained Employee Schedule contains a list of all employees that Sellers expect to retain as employees after the Closing Date (collectively, the "Retained Employees"). Buyer and its affiliates shall not hire any of the Retained Employees for a period of two (2) years following the Closing Date (except that the foregoing shall not less apply to any Retained Employee whose employment has been terminated by a Seller, or any Affiliate of a Seller), nor induce, solicit or encourage any such Retained Employees to terminate their employment with Sellers. Buyer shall offer employment on an "at will" basis to all employees of Sellers (other than one (1Retained Employees) year following who are actively employed on the Closing Date, and such persons who accept such offer shall be hereafter referred to as "Transferred Employees." Each such offer of employment shall be on substantially the Surviving Corporation same terms and conditions of employment and which are, in the aggregate, substantially as favorable as those under which such person is employed immediately prior to the Closing Date. Buyer shall provide all individuals also offer employment on an "at will" basis to each employee of Sellers who are employees of the Company and the Subsidiaries (including employees who are not actively at work on account of illness, disability or leave of absence) is temporarily absent from active employment on the Closing Date (the "Affected Inactive Employees") upon termination of such temporary absence, provided such employee is able to perform the essential functions of the position he or she previously held with Sellers prior to such absence, and any such employee shall be treated as a Transferred Employee from and after his or her date of employment with Buyer. At the Closing, Sellers shall deliver a schedule of such Inactive Employees to Buyer. Buyer may, on account of a reduction in force program and subject to applicable laws, elect not to offer employment to any Inactive Employee in accordance with the foregoing sentence, and instead make payments to Sellers regarding such Inactive Employees equal to the amounts payable to such Inactive Employees under (x) the applicable Seller's severance plan, and (y) all other benefits, programs or laws applicable to such Inactive Employees (to the extent Buyer would be required hereunder to make such payments if such employee were a Transferred Employee). After the Closing, and subject to applicable laws and existing employment terms (to the extent such employment terms are Buyer's responsibility with respect to Transferred Employees), while employed by Buyer shall have the Company right, at any time, to dismiss any or the Subsidiariesall Transferred Employees at any time, with or without cause, and to change the terms and conditions of their employment (including compensation and benefits (not including equity compensation) which are substantially comparable in the aggregate to the compensation and employee benefits provided to such Affected Employees as of the date of this Agreement. Nothing contained in this Section 5.16 shall be deemed to grant any Affected Employee any right to continued employment after the Closing Date. The Surviving Corporation shall continue to provide and recognize all accrued but unused vacation of Affected Employees as of the Closing Date. Any preexisting condition clause in any of the welfare plans (including medical, dental and disability coverage) established or maintained by the Surviving Corporation after the Closing Date shall be waived for the Affected Employees (other than pre-existing conditions that are already in effect with respect to Affected Employees, to the extent permitted by Applicable Lawthem), and Affected Employees shall be credited with service with the Company for all purposes under such plans. Parent shall, and shall cause the Surviving Corporation to, assume and honor all agreements set forth in Section 5.16(a) of the Company Disclosure Letter to the extent of the respective terms of such agreements. Subject to the preceding sentence, nothing in this Agreement shall be interpreted as limiting the power of the Surviving Corporation or Parent to amend or terminate any particular Plan or any other particular employee benefit plan, program, agreement or policy or as requiring the Surviving Corporation or Parent to offer to continue the employment of any employee of the Company or its subsidiaries for any period of time or to offer to continue (other than as required by its written terms) any Plan.

Employees and Employee Benefit Plans. (a) For a period Full-time employees of not less than one (1) year following the Closing Date, the Surviving Corporation shall provide all individuals Community Bankshares and its Subsidiaries who are employees of the Company and the Subsidiaries (including employees who are not actively at work on account of illness, disability or leave of absence) on the Closing Date (the "Affected Employees"), while employed by BBC or its Subsidiaries after the Company or Effective Time will be eligible to participate in benefit plans of BBC and its Subsidiaries that are generally available to their full-time employees on a uniform and non- discriminatory basis in accordance with and subject to the Subsidiariesterms and provisions of such benefit plans, with compensation credit for years of service with Community Bankshares and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits (not including equity compensation) which are substantially comparable in the aggregate to the compensation and benefits provided to such Affected Employees as under any existing or future benefit plan of the date of this Agreement. Nothing contained in this Section 5.16 shall be deemed to grant any Affected Employee any right to continued employment after the Closing Date. The Surviving Corporation shall continue to provide and recognize all accrued but unused vacation of Affected Employees as of the Closing Date. Any preexisting condition clause in BBC or any of the welfare plans its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (including medical, dental and disability coverage) established or maintained by the Surviving Corporation after the Closing Date shall be waived for the Affected Employees (other than pre-existing conditions that are already in effect with respect to Affected Employeesaccrual of benefits, to the extent permitted applicable, if any, under) benefit plans of BBC and its Subsidiaries on behalf of continuing full-time employees of Community Bankshares and its Subsidiaries shall only relate to qualifying compensation earned by Applicable Law)such employees after the Effective Time subject to the terms and provisions of such benefit plans. Notwithstanding anything contained above, continuing full-time employees of Community Bankshares and Affected Employees its Subsidiaries who meet any applicable age or year of service requirements shall be credited with service with the Company for all purposes under such plans. Parent shall, and shall cause the Surviving Corporation to, assume and honor all agreements set forth eligible to participate in Section 5.16(a) any qualified plan of BBC or any of its Subsidiaries as of the Company Disclosure Letter Effective Time. BBC shall amend its qualified plans to the extent of necessary to accomplish the respective terms of foregoing, provided that such agreementsamendments are consistent with the Code and any other applicable Law. Subject BBC shall use its best efforts to cause any and all pre-existing condition limitations (to the preceding sentence, nothing in this Agreement shall extent such limitations did not apply to a pre-existing condition under the corresponding Community Savings group health plan) and eligibility waiting periods under its group health plans to be interpreted as limiting the power of the Surviving Corporation or Parent waived with respect to amend or terminate any particular Plan or any other particular employee benefit plan, program, agreement or policy or as requiring the Surviving Corporation or Parent to offer to continue the employment of any employee of the Company or its subsidiaries for any period of time or to offer to continue (other than as required by its written terms) any Plansuch participants and their eligible dependents.

Employees and Employee Benefit Plans. (a) For a period of not less than one (1) year following the Closing Date, the Surviving Corporation shall provide all individuals who are employees of the Company and the Subsidiaries (including employees who are not actively at work on account of illness, disability or leave of absence) on the Closing Date (taken as a whole, the "“Affected Employees"”), while employed by the Company or the Subsidiaries, with compensation base salary and employee benefits (not including equity compensation) which generally are substantially comparable in the aggregate to the compensation base salary and employee benefits provided generally to such Affected Employees as immediately prior to the Closing (excluding equity-based plans). For fiscal year 2006, the Surviving Corporation shall pay to Affected Employees their bonuses, if any, in accordance with the Company’s 2006 Bonus Plan, with such bonuses, if any, to be paid by the Surviving Corporation in accordance with the terms of such plan. All transaction costs (i.e. attorneys’ fees, investment bank fees and other professional fees) directly associated with the Merger and the effect of SFAS 123R will be excluded from the calculation of the date of this Agreementcorporate performance goals used to determine bonus amounts under the 2006 Bonus Plan. Nothing contained in this Section 5.16 5.11 shall be deemed to grant any Affected Employee (i) any right to continued employment after the Closing DateDate or (ii) any right to any specific type or amount of, or eligibility for, incentive compensation, which shall be provided under Parent plans in which similarly situated employees of Parent participate (other than as set forth in this Section 5.11(a) with respect to the Company’s 2006 Bonus Plan). The Surviving Corporation shall continue to provide and recognize all accrued but unused vacation of Affected Employees as of the Closing Date. Any preexisting condition clause For the avoidance of doubt, Parent hereby expressly assumes and agrees to perform the Company’s obligations under the change in any of the welfare plans control agreements (including medical, dental and disability coverage) established or maintained by the Surviving Corporation after the Closing Date shall be waived for the Affected Employees (other than pre-existing conditions that are already in effect with respect to Affected Employeesas amended, to the extent permitted by Applicable Law), applicable) and Affected Employees shall be credited with service with the Company for all purposes under such plans. Parent shall, and shall cause the Surviving Corporation to, assume and honor all agreements set forth retention plans listed in Section 5.16(a3.11(a) of the Company Disclosure Letter Schedule in the same manner and to the same extent of that the respective terms of Company would be required to perform such agreementsobligations if the Merger had not taken place. Subject In addition, with respect to any annual performance incentive plan maintained by Parent for the fiscal year ending September 30, 2007, if Parent establishes under any such plan business performance targets that are specific to the preceding sentenceTriPath unit, nothing it shall establish any such performance targets in this Agreement shall be interpreted as limiting the power of the Surviving Corporation or Parent to amend or terminate any particular Plan or any other particular employee benefit plan, program, agreement or policy or as requiring the Surviving Corporation or Parent to offer to continue the employment of any employee of the Company or its subsidiaries for any period of time or to offer to continue (other than as required by its written terms) any Plangood faith.

Employees and Employee Benefit Plans. (a) For a period of not less than one (1) year following the Closing Date, the Surviving Corporation shall provide all individuals who are Full time employees of Cohoes and its Subsidiaries who remain employed after the Company Effective Time will be eligible to participate in benefit plans of Xxxxxx and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any existing or future benefit plan of Xxxxxx or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit - 50 - NEXT PAGE plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of Xxxxxx and its Subsidiaries on behalf of continuing full-time employees who are of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such benefit plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not actively at work on account be eligible to participate in the Xxxxxx Bank benefit restoration plan or any qualified plan of illness, disability Xxxxxx or leave any of absence) on the Closing Date (the "Affected Employees"), while employed by the Company or the its Subsidiaries, with compensation including the Xxxxxx Bank retirement plan, Xxxxxx Bank savings plan and benefits (not including equity compensation) which are substantially comparable Xxxxxx employee stock ownership plan until the plan year commencing in the aggregate to the compensation and benefits provided to such Affected Employees as of the date of this Agreement. Nothing contained in this Section 5.16 shall be deemed to grant any Affected Employee any right to continued employment after the Closing Date. The Surviving Corporation shall continue to provide and recognize all accrued but unused vacation of Affected Employees as of the Closing Date. Any preexisting condition clause in any of the welfare plans (including medical2002, dental and disability coverage) established or maintained by the Surviving Corporation after the Closing Date shall be waived for the Affected Employees (other than pre-existing conditions that are already in effect with respect to Affected Employeesexcept that, to the extent permitted by Applicable Law)the Code and any other applicable law, continuing full time employees of Cohoes and Affected Employees its Subsidiaries who are not participants in the Cohoes ESOP immediately prior to the Effective Time and otherwise meet the eligibility requirements of the Xxxxxx employee stock ownership plan (after taking into account their past service credit with Cohoes and its Subsidiaries) shall be credited with service with permitted to participate in the Company for all purposes under such plans. Parent shall, and shall cause the Surviving Corporation to, assume and honor all agreements set forth in Section 5.16(a) Xxxxxx employee stock ownership plan as of the Company Disclosure Letter first entry date in such plan on or following the date of the Effective Time. Xxxxxx shall amend its employee stock ownership plan to accomplish the foregoing, to the extent of such amendments are consistent with the respective terms of such agreementsCode and any other applicable law. Subject Xxxxxx shall use its best efforts to cause any and all pre-existing condition limitations (to the preceding sentence, nothing in this Agreement shall extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be interpreted as limiting the power of the Surviving Corporation or Parent waived with respect to amend or terminate any particular Plan or any other particular employee benefit plan, program, agreement or policy or as requiring the Surviving Corporation or Parent to offer to continue the employment of any employee of the Company or its subsidiaries for any period of time or to offer to continue (other than as required by its written terms) any Plansuch participants and their eligible dependents.

Employees and Employee Benefit Plans. (a) For a period of not less than one (1) year following the Closing Date, the Surviving Corporation shall provide all individuals who are Full time employees of Masontown who remain employed after the Company Effective Time will be eligible to participate in benefit plans of Parkvale and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the Subsidiaries (including employees who are not actively at work on account terms and provisions of illness, disability or leave of absence) on the Closing Date (the "Affected Employees"), while employed by the Company or the Subsidiariessuch benefit plans, with compensation credit for years of service with Masontown for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits (not including equity compensation) which are substantially comparable in the aggregate to the compensation and benefits provided to such Affected Employees as under any existing or future benefit plan of the date of this Agreement. Nothing contained in this Section 5.16 shall be deemed to grant any Affected Employee any right to continued employment after the Closing Date. The Surviving Corporation shall continue to provide and recognize all accrued but unused vacation of Affected Employees as of the Closing Date. Any preexisting condition clause in Parkvale or any of the welfare plans its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (including medical, dental and disability coverage) established or maintained by the Surviving Corporation after the Closing Date shall be waived for the Affected Employees (other than pre-existing conditions that are already in effect with respect to Affected Employeesaccrual of benefits, to the extent permitted applicable, if any, under) benefit plans of Parkvale on behalf of continuing full-time employees of Masontown shall only relate to qualifying compensation earned by Applicable Law)such employees after the Effective Time subject to the terms and provisions of such benefit plans. Notwithstanding anything contained above, and Affected Employees continuing full time employees of Masontown shall not be eligible to participate in any qualified plan of Parkvale or any of its Subsidiaries, including the Parkvale employee stock ownership plan, until the plan year commencing in 2002, except that former Masontown employees who participate in the Masontown 401(k) Plan shall be credited eligible to participate in the Parkvale 401(k) Plan at the time the 401(k) Plans are merged in accordance with service with Section 6.11(d) hereof. Parkvale shall amend its employee stock ownership plan to accomplish the Company for all purposes under such plans. Parent shallforegoing, and shall cause the Surviving Corporation to, assume and honor all agreements set forth in Section 5.16(a) of the Company Disclosure Letter to the extent of such amendments are consistent with the respective terms of such agreementsCode and any other applicable law. Subject Parkvale shall use its best efforts to cause any and all pre-existing condition limitations (to the preceding sentence, nothing in this Agreement shall extent such limitations did not apply to a pre-existing condition under the corresponding Masontown group health plan) and eligibility waiting periods under its group health plans to be interpreted as limiting the power of the Surviving Corporation or Parent waived with respect to amend or terminate any particular Plan or any other particular employee benefit plan, program, agreement or policy or as requiring the Surviving Corporation or Parent to offer to continue the employment of any employee of the Company or its subsidiaries for any period of time or to offer to continue (other than as required by its written terms) any Plansuch participants and their eligible dependents.

Employees and Employee Benefit Plans. (a) For a period of not less than one (1) year following the Closing Date, the Surviving Corporation shall provide all individuals who are employees Employees of the Company and the Subsidiaries (including employees who are Bank will not actively at work on account of illness, disability be subject to any exclusion or leave of absence) on the Closing Date (the "Affected Employees"), while employed by the Company or the Subsidiaries, with compensation and benefits (not including equity compensation) which are substantially comparable in the aggregate to the compensation and benefits provided to such Affected Employees as of the date of this Agreement. Nothing contained in this Section 5.16 shall be deemed to grant any Affected Employee any right to continued employment after the Closing Date. The Surviving Corporation shall continue to provide and recognize all accrued but unused vacation of Affected Employees as of the Closing Date. Any preexisting condition clause in any of the welfare plans (including medical, dental and disability coverage) established or maintained by the Surviving Corporation after the Closing Date shall be waived penalty for the Affected Employees (other than pre-existing conditions that are already in effect with respect were covered under the medical plan of the Bank covering such employee immediately prior to Affected Employeesthe Closing or any waiting period relating to coverage under Buyer’s medical plan, provided that, to the extent permitted that the initial period of coverage for employees of the Bank, under any plan of Buyer that is an “Employee Welfare Benefit Plan” as defined in Section 3(1) of ERISA, is not a full twelve (12) month period of coverage, employees of the Bank shall be given credit under the applicable welfare plan for any deductibles and co-insurance payments made by Applicable Law)such employees under the corresponding Bank Employee Plan during the balance of such twelve (12) month period of coverage. Seller shall use its best efforts to persuade any insurance plan to provide for such credit. Seller shall remain responsible for all COBRA obligations for employees of the Bank (and their dependents) who have a qualifying event (as defined under COBRA) before the Closing Date. With respect to all plans of Buyer intended to qualify under Section 401 of the Code, the prior service of employees of the Bank with the Bank, Seller, or any Subsidiary of Seller shall be taken into account for purposes of eligibility and vesting. With respect to employee benefits such as vacation, sick pay, personal days, and Affected Employees the like, the prior service of employees with the Bank, Seller, or any Subsidiary of Seller shall be credited with service with the Company applied for all purposes under such plans. Parent shallof eligibility, vesting, and shall cause the Surviving Corporation to, assume and honor all agreements set forth in Section 5.16(a) level of benefit to which the Company Disclosure Letter to the extent of the respective terms of such agreements. Subject to the preceding sentence, nothing in this Agreement shall be interpreted as limiting the power of the Surviving Corporation or Parent to amend or terminate any particular Plan or any other particular employee benefit plan, program, agreement or policy or as requiring the Surviving Corporation or Parent to offer to continue the employment of any employee of the Company or its subsidiaries for any period of time or to offer to continue (other than as required by its written terms) any Planis entitled.

Employees and Employee Benefit Plans. (a) For a During the period of not less than one (1) year following the Closing Date, the Surviving Corporation shall provide all individuals who are employees of the Company and the Subsidiaries (including employees who are not actively at work on account of illness, disability or leave of absence) beginning on the Closing Date and ending on September 30, 2000, Sellers shall make available the services of its employees who are employed in the Divisions to Buyer or its affiliates as leased employees (the "Affected Leased Employees"). During such period, while employed by the Company or the Subsidiaries, with Sellers shall pay and provide to all Leased Employees compensation and benefits (not including equity compensation) equal to that which are substantially comparable in the aggregate they were receiving immediately prior to the compensation and benefits provided Closing Date (except to such Affected the extent otherwise required by applicable law). The Leased Employees as of the date of this Agreement. Nothing contained in this Section 5.16 shall be deemed to grant any Affected Employee any right to continued employment after the Closing Date. The Surviving Corporation shall continue to provide and recognize all accrued but unused vacation of Affected Employees as of the Closing Date. Any preexisting condition clause in any of the welfare plans (including medical, dental and disability coverage) established or maintained by the Surviving Corporation after the Closing Date shall be waived for the Affected Employees (other than pre-existing conditions that are already in effect with respect to Affected Employees, to the extent permitted by Applicable Law), and Affected Employees shall be credited with service with the Company for all purposes under (including compensation, employee benefits, employment tax and reporting obligations, and all obligations arising as a result of the termination of a Leased Employee's employment) to be employees solely of Seller or its affiliates and not to be employees of Buyer or any of its affiliates. Sellers shall have responsibility for the employment and daily supervision of the Leased Employees; PROVIDED, HOWEVER, that Sellers shall consult with Buyer regarding the nature and scope of the services required by Buyer and the performance of such plans. Parent shallservices by the Leased Employees, and PROVIDED FURTHER, that Sellers shall not, and shall cause the Surviving Corporation their affiliates not to, assume undertake any actions in connection with the provision of such services that are not authorized by Buyer. Buyer shall reimburse each Seller for its direct payroll costs, excluding overhead expenses, within one business day after receiving a copy of Sellers' payroll reports from Sellers' payroll agent. Buyer shall also reimburse each Seller for other reasonable direct costs of providing such leased employee services, including payroll taxes, the costs of workers' compensation insurance and honor all agreements costs related to Seller's Non-ERISA Plans listed on SCHEDULE 5.18(A), other than costs related to any equity-based compensation plans (excluding the fees of third party administrators under any employee benefit plan maintained by a Seller and costs associated with the provision of the Accounting Services set forth in Section 5.16(a) of the Company Disclosure Letter to the extent of the respective terms of such agreementson ANNEX B hereto). Subject to the preceding sentence, nothing in this Agreement shall be interpreted as limiting the power of the Surviving Corporation or Parent to amend or terminate any particular Plan or Notwithstanding any other particular provision herein, Buyer shall not reimburse any Seller for any payment or benefit under an employee benefit plan, programarrangement or agreement except to the extent it is set forth on SCHEDULE 2.3(D) or SCHEDULE 5.18 and was provided to Buyer prior to the date hereof. Immediately following the Employment Date as defined in SECTION 8.5(B), agreement Sellers shall submit to Buyer for payment a billing invoice or policy or as requiring other statement setting forth the Surviving Corporation or Parent to offer to continue the employment amount of any fees for the leased employee services provided hereunder, reduced by any fees or expenses heretofore paid by Buyer. Such invoice or statement shall be accompanied by such supporting detail as Buyer may reasonably request with respect to any of such fees. Payment by Buyer to Sellers in respect of such invoice or statement shall be made within 15 days after the date of Buyer's receipt of such invoice or statement. Buyer shall have the right to conduct an audit of Sellers to determine the accuracy of the Company or its subsidiaries accounting for any period such fees, the cost of time or which shall be borne by Buyer; PROVIDED, HOWEVER, that if the results of any such audit show excess charges for fees of more than $5,000 in the aggregate, then the cost of such audit shall be borne by Sellers and Sellers shall promptly reimburse Buyer for all overcharges due to offer to continue (other than as required by its written terms) any Planexcess charges for such fees.

Employees and Employee Benefit Plans. (a) For a period Full-time employees of not less than one (1) year following the Closing Date, the Surviving Corporation shall provide all individuals Community Bankshares and its Subsidiaries who are employees of the Company and the Subsidiaries (including employees who are not actively at work on account of illness, disability or leave of absence) on the Closing Date (the "Affected Employees"), while employed by BBC or its Subsidiaries after the Company or Effective Time will be eligible to participate in benefit plans of BBC and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the Subsidiariesterms and provisions of such benefit plans, with compensation credit for years of service with Community Bankshares and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits (not including equity compensation) which are substantially comparable in the aggregate to the compensation and benefits provided to such Affected Employees as under any existing or future benefit plan of the date of this Agreement. Nothing contained in this Section 5.16 shall be deemed to grant any Affected Employee any right to continued employment after the Closing Date. The Surviving Corporation shall continue to provide and recognize all accrued but unused vacation of Affected Employees as of the Closing Date. Any preexisting condition clause in BBC or any of the welfare plans its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (including medical, dental and disability coverage) established or maintained by the Surviving Corporation after the Closing Date shall be waived for the Affected Employees (other than pre-existing conditions that are already in effect with respect to Affected Employeesaccrual of benefits, to the extent permitted applicable, if any, under) benefit plans of BBC and its Subsidiaries on behalf of continuing full-time employees of Community Bankshares and its Subsidiaries shall only relate to qualifying compensation earned by Applicable Law)such employees after the Effective Time subject to the terms and provisions of such benefit plans. Notwithstanding anything contained above, continuing full-time employees of Community Bankshares and Affected Employees its Subsidiaries who meet any applicable age or year of service requirements shall be credited with service with the Company for all purposes under such plans. Parent shall, and shall cause the Surviving Corporation to, assume and honor all agreements set forth eligible to participate in Section 5.16(a) any qualified plan of BBC or any of its Subsidiaries as of the Company Disclosure Letter Effective Time. BBC shall amend its qualified plans to the extent of necessary to accomplish the respective terms of foregoing, provided that such agreementsamendments are consistent with the Code and any other applicable Law. Subject BBC shall use its best efforts to cause any and all pre-existing condition limitations (to the preceding sentence, nothing in this Agreement shall extent such limitations did not apply to a pre-existing condition under the corresponding Community Savings group health plan) and eligibility waiting periods under its group health plans to be interpreted as limiting the power of the Surviving Corporation or Parent waived with respect to amend or terminate any particular Plan or any other particular employee benefit plan, program, agreement or policy or as requiring the Surviving Corporation or Parent to offer to continue the employment of any employee of the Company or its subsidiaries for any period of time or to offer to continue (other than as required by its written terms) any Plansuch participants and their eligible dependents.

Employees and Employee Benefit Plans. (a) For a period of not less than at least one (1) year ------------------------------------ following the Closing Effective Date, the Surviving Corporation shall provide all individuals who are employees of the Company and the Subsidiaries (including employees who are not actively at work on account of illness, disability or leave of absence) on the Closing Date (the "Affected Employees"), while employed by the Company or the Subsidiaries, with compensation and benefits (not including equity compensation) which are substantially comparable in the aggregate to the compensation and benefits provided to such Affected Employees as of the date of this Agreement. Nothing contained in this Section 5.16 shall be deemed to grant any Affected Employee any right to continued employment after the Closing Date. The Surviving Corporation shall continue to provide and recognize all accrued but unused vacation of Affected Employees as of the Closing Date. Any preexisting condition clause in any of the welfare plans (including medical, dental and disability coverage) established or maintained by the Surviving Corporation after the Closing Date shall be waived for the Affected Employees (other than pre-existing conditions that are already in effect with respect to Affected Employees, to the extent permitted by Applicable Law), and Affected Employees shall be credited with service with the Company for all purposes under such plans. Parent Purchaser shall, and or shall cause the Surviving Corporation and its Subsidiaries to, assume and honor all agreements set forth in Section 5.16(a) make available to each person who is an employee of the Company Disclosure Letter and its Subsidiaries at the Effective Time (the "Company ------- Employees") employee benefit plans and programs (other than stock-based or --------- equity plans and vacation benefits) which are either (a) the same as are made - available to the extent employees of the respective Purchaser, on terms and conditions which are no less favorable to the Company Employees than the terms and conditions generally applicable to the employees of the Purchaser or (b) no less favorable to the Company Employees - than the employee benefit plans and programs of the Company and its Subsidiaries as of the date hereof; provided that, the Purchaser retains the right to terminate such employees and to change terms of such agreementsthe coverage provided by the applicable plans in accordance with any change in an employee's status or as required by applicable Law. Subject From and after the Effective Time, for purposes of determining eligibility, vesting and entitlement to vacation, severance and other benefits for employees under any compensation, severance, welfare, pension, benefit, savings or other plan of the preceding sentencePurchaser, nothing in this Agreement shall be interpreted as limiting the power of the Surviving Corporation or Parent to amend or terminate any particular Plan of its Subsidiaries in which employees of the Company or any other particular employee benefit planof its Subsidiaries become eligible to participate, programservice with the Company or any of its Subsidiaries shall be credited as if such service had been rendered to the Purchaser, agreement or policy or as requiring the Surviving Corporation or Parent such Subsidiary. In no event shall the severance benefits payable to offer any Company Employee whose employment terminates prior to continue the employment of any employee first anniversary of the Effective Time be less than the amount that would have been payable to such employee under the terms of the severance policy or plan applicable to such Company or its subsidiaries for any period Employee as of time or to offer to continue (other than as required by its written terms) any Planthe date hereof.