Common use of Employees; Benefit Plans Clause in Contracts

Employees; Benefit Plans. (a) Following the Closing Date, BWFG may choose not to maintain any or all of the QBT Benefit Plans in its sole discretion and QBT shall cooperate with BWFG in order to effect any plan terminations to be made as of the Effective Time. However, for any QBT Benefit Plan terminated for which there is a comparable BWFG Benefit Plan of general applicability, BWFG shall take all reasonable action so that employees of QBT shall be entitled to participate in such BWFG Benefit Plan to the same extent as similarly-situated employees of BWFG (it being understood that inclusion of the employees of QBT in the BWFG Benefit Plans may occur at different times with respect to different plans, including after the Effective Time). BWFG shall cause each BWFG Benefit Plan in which employees of QBT are eligible to participate to take into account for purposes of eligibility and vesting under the BWFG Benefit Plans but not for purposes of benefit accrual the service of such employees with QBT to the same extent as such service was credited for such purpose by QBT; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BWFG to amend or terminate any of the QBT Benefit Plans or BWFG Benefit Plans in accordance with their terms at any time; provided, however, that BWFG shall continue to maintain the QBT Benefit Plans (other than stock-based or incentive plans) for which there is a comparable BWFG Benefit Plan until the QBT Employees are permitted to participate in the BWFG Benefit Plans, unless such BWFG Benefit Plan has been frozen or terminated with respect to similarly situated employees of BWFG or any Subsidiary of BWFG.

Employees; Benefit Plans. (a) Following the Closing Date, BWFG BHB may choose not to maintain any or all of the QBT LSBG Benefit Plans in its sole discretion discretion. Effective no later than the day immediately preceding the Closing Date, LSBG shall terminate any LSBG Benefit Plans for which participant consent is not required and QBT shall cooperate with BWFG in order to effect any plan terminations that BHB has requested to be made as of terminated by providing written notice to LSBG at least fifteen (15) days prior to the Effective TimeClosing Date. No later than the day immediately preceding the Closing Date, LSBG shall provide BHB with evidence that such LSBG Benefit Plans have been terminated. However, for any QBT LSBG Benefit Plan terminated for which there is a comparable BWFG BHB Benefit Plan of general applicabilityapplicability (other than the defined benefit pension plan or any nonqualified deferred compensation plans or arrangements maintained by BHB), BWFG BHB shall take all reasonable action so that employees of QBT LSBG shall be entitled to participate in such BWFG BHB Benefit Plan to the same extent as similarly-situated employees of BWFG BHB (it being understood that inclusion of the employees of QBT LSBG in the BWFG BHB Benefit Plans may occur at different times with respect to different plans, including after the Effective Time). BWFG BHB shall cause each BWFG BHB Benefit Plan in which employees of QBT LSBG are eligible to participate to take into account for purposes of eligibility and vesting under the BWFG BHB Benefit Plans (but not for purposes of benefit accrual accrual) the service of such employees with QBT LSBG and its Subsidiaries to the same extent as such service was credited for such purpose by QBTLSBG (other than for the defined benefit pension plan or any nonqualified deferred compensation plans or arrangements maintained by BHB); provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BWFG BHB to amend or terminate any of the QBT LSBG Benefit Plans or BWFG BHB Benefit Plans in accordance with their terms at any time; provided, however, that BWFG BHB shall continue to maintain the QBT LSBG Benefit Plans (other than stock-based or incentive plansplans and the defined benefit pension plan and any nonqualified deferred compensation plans or arrangements) for which there is a comparable BWFG BHB Benefit Plan until the QBT LSBG Employees are permitted to participate in the BWFG BHB Benefit Plans, unless such BWFG BHB Benefit Plan has been frozen or terminated with respect to similarly similarly-situated employees of BWFG BHB or any Subsidiary of BWFGBHB.

Employees; Benefit Plans. (a) Following the Closing Date, BWFG may choose not Prior to maintain any or all of the QBT Benefit Plans in its sole discretion and QBT shall cooperate with BWFG in order to effect any plan terminations to be made as of the Effective Time. However, for any QBT Benefit Plan terminated for which there is a comparable BWFG Benefit Plan of general applicability, BWFG Parent shall take all reasonable action so that employees of QBT the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the “Transferred Employees”) shall be entitled to participate participate, effective as soon as administratively practicable following the Effective Time, in each “employee benefit plan,” as such BWFG term is defined by Section 3(3) of ERISA, maintained by Parent or its Subsidiaries and any Parent Stock Plan (collectively, the “Parent Benefit Plan Plans”) to the same extent as similarly-situated employees of BWFG Parent and its Subsidiaries (it being understood that inclusion of the employees of QBT the Company and its Subsidiaries in the BWFG Parent Benefit Plans may occur at different times with respect to different plans and that any grants to any former employee of the Company or its Subsidiaries under any Parent Stock Plan shall be discretionary with Parent). Notwithstanding the foregoing, Parent may determine to continue any of the employee benefit plans, including after programs or arrangements of the Effective TimeCompany or any of its Subsidiaries for Transferred Employees in lieu of offering participation in the Parent Benefit Plans providing similar benefits (e.g., medical and hospitalization benefits), to terminate any of such benefit plans, or to merge any such benefit plans with the Parent Benefit Plans, provided the result is the provision of benefits to Transferred Employees that are substantially similar to the benefits provided to the employees of Parent and Parent Bank generally. BWFG Parent shall cause each BWFG Parent Benefit Plan Plan, other than the Parent Employee Stock Ownership Plan, in which employees of QBT Transferred Employees are eligible to participate to take into account recognize, for purposes of determining eligibility to participate in, the vesting of benefits and vesting under the BWFG Benefit Plans for all other purposes (but not for purposes accrual of benefit accrual benefits) under the Parent Benefit Plans the service of such employees Transferred Employees with QBT the Company and its Subsidiaries to the same extent as such service was credited for such purpose by QBTthe Company; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit Notwithstanding anything to the ability contrary herein, Transferred Employees will be treated as “new employees” of BWFG to amend Parent or terminate any its Subsidiaries for purposes of determining eligibility and vesting under the QBT Benefit Plans or BWFG Benefit Plans in accordance with their terms at any time; provided, however, that BWFG shall continue to maintain the QBT Benefit Plans (other than stock-based or incentive plans) for which there is a comparable BWFG Benefit Plan until the QBT Employees are permitted to participate in the BWFG Benefit Plans, unless such BWFG Benefit Plan has been frozen or terminated with respect to similarly situated employees of BWFG or any Subsidiary of BWFGParent Employee Stock Ownership Plan.

Employees; Benefit Plans. (a) Following For a period beginning at the Effective Time and ending on the first (1st) anniversary of the Effective Time, Buyer shall, and shall cause Buyer Bank to, provide to each employee of Company and its Subsidiaries as of immediately prior to the Effective Time (each, a “Continuing Employee”) with (i) annual base salary or base wages (as applicable) that is at least equal to the annual base salary or base wages (as applicable) that was provided to such Continuing Employee immediately prior to the Effective Time, (ii) additional compensation opportunities that are comparable, in the aggregate, to such additional compensation opportunities provided to such Continuing Employee immediately prior to the Effective Time, and (iii) employee benefits that are no less favorable than those benefits provided to similarly situated Buyer employees. For purposes of the immediately preceding sentence, “additional compensation” includes short-term and long-term cash and equity incentive opportunities and, for certain senior employees, deferred compensation arrangements, and “employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit pension plan, Buyer’s health, dental and vision coverage, and the other Buyer benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefits). Beginning as of the Closing Date and continuing through the first (1st) anniversary of the Closing Date, BWFG may choose not Continuing Employees whose positions have been or could reasonably be expected to maintain any or all be eliminated as a consequence of the QBT Benefit Plans in its sole discretion Merger will be given the opportunity to apply and QBT shall cooperate with BWFG in order to effect any plan terminations to be made as of the Effective Time. However, considered for any QBT Benefit Plan terminated open position at Buyer Bank for which there they are qualified, as if they were internal candidates of Buyer. For a period beginning on the Closing Date and continuing through the first (1st) anniversary thereof, each Continuing Employee who is a comparable BWFG Benefit Plan of general applicabilitynot party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances, BWFG shall take all reasonable action so that employees of QBT as defined on Company Disclosure Schedule 6.09(a), shall be entitled to participate in such BWFG Benefit Plan to the same extent as similarly-situated employees of BWFG (it being understood that inclusion of the employees of QBT in the BWFG Benefit Plans may occur at different times with respect to different plans, including after the Effective Time). BWFG shall cause each BWFG Benefit Plan in which employees of QBT are eligible to participate receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to take into account for purposes such employee’s timely execution (and non-revocation) of eligibility and vesting under the BWFG Benefit Plans but not for purposes a standard release of benefit accrual the service of such employees with QBT claims, in addition to the same extent COBRA continuation coverage as such service was credited for such purpose by QBT; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BWFG to amend or terminate any of the QBT Benefit Plans or BWFG Benefit Plans in accordance with their terms at any time; provided, however, that BWFG shall continue to maintain the QBT Benefit Plans (other than stock-based or incentive plans) for which there is a comparable BWFG Benefit Plan until the QBT Employees are permitted to participate in the BWFG Benefit Plans, unless such BWFG Benefit Plan has been frozen or terminated with respect to similarly situated employees of BWFG or any Subsidiary of BWFGapplicable.

Employees; Benefit Plans. (a) Following the Closing Date, BWFG WFD may choose not to maintain any or all of the QBT CBNK Benefit Plans in its sole discretion and QBT CBNK shall cooperate with BWFG WFD in order to effect any plan terminations to be made as of the Effective Time. However, for any QBT CBNK Benefit Plan terminated for which there is a comparable BWFG WFD Benefit Plan of general applicabilityapplicability (other than the defined benefit pension plan maintained by WFD), BWFG WFD shall take all reasonable action so that employees of QBT CBNK shall be entitled to participate in such BWFG WFD Benefit Plan to the same extent as similarly-situated employees of BWFG WFD (it being understood that inclusion of the employees of QBT CBNK in the BWFG WFD Benefit Plans may occur at different times with respect to different plans, including after the Effective Time). BWFG WFD shall cause each BWFG WFD Benefit Plan in which employees of QBT CBNK are eligible to participate to take into account for purposes of eligibility and vesting under the BWFG WFD Benefit Plans (but not for purposes of benefit accrual accrual) the service of such employees with QBT CBNK and its Subsidiaries to the same extent as such service was credited for such purpose by QBTCBNK (other than for the defined benefit pension plan maintained by WFD); provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BWFG WFD to amend or terminate any of the QBT CBNK Benefit Plans or BWFG WFD Benefit Plans in accordance with their terms at any time; provided, however, that BWFG WFD shall continue to maintain the QBT CBNK Benefit Plans (other than stock-based or incentive plansplans and the defined benefit pension plan) for which there is a comparable BWFG WFD Benefit Plan until the QBT CBNK Employees are permitted to participate in the BWFG WFD Benefit Plans, unless such BWFG WFD Benefit Plan has been frozen or terminated with respect to similarly similarly-situated employees of BWFG WFD or any Subsidiary of BWFGWFD. Notwithstanding anything in the Agreement to the contrary, the CBNK 2007 Equity Incentive Plan will be maintained to the extent there are outstanding Converted Options.

Employees; Benefit Plans. (a) Following the Closing DateDate and except to the extent an alternative treatment is set forth in this Section 5.14, BWFG NBT may choose not to maintain any or all of the QBT Salisbury Benefit Plans in its sole discretion discretion, and QBT Salisbury and Salisbury Bank shall cooperate with BWFG NBT in order to effect any plan terminations to be made as of the Effective Time. HoweverFor the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), for NBT shall provide, or cause to be provided, to each employee of Salisbury Bank who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of NBT or any QBT Subsidiary of NBT and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees of NBT or any Subsidiary of NBT. For any Salisbury Benefit Plan terminated for which there is a comparable BWFG NBT Benefit Plan of general applicability, BWFG NBT shall take all commercially reasonable action so that employees of QBT Continuing Employees shall be entitled to participate in such BWFG NBT Benefit Plan to the same extent as similarly-situated employees of BWFG NBT (it being understood that inclusion of the employees of QBT Salisbury and Salisbury Bank in the BWFG NBT Benefit Plans may occur at different times with respect to different plans, including after the Effective Time). BWFG NBT shall cause each BWFG NBT Benefit Plan in which employees of QBT Continuing Employees are eligible to participate to take into account for purposes of eligibility and vesting under the BWFG NBT Benefit Plans (but not for purposes of benefit accrual accrual) the service of such employees with QBT Salisbury or Salisbury Bank to the same extent as such service was credited for such purpose by QBTSalisbury or Salisbury Bank; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefitsbenefits or retroactive application. Nothing herein shall limit the ability of BWFG NBT to amend or terminate any of the QBT Salisbury Benefit Plans or BWFG NBT Benefit Plans in accordance with their terms at any time; provided. Following the Closing Date, howeverNBT shall honor, that BWFG shall continue to maintain in accordance with Xxxxxxxxx’x policies and procedures in effect as of the QBT Benefit Plans (other than stockdate hereof, any employee expense reimbursement obligations of Xxxxxxxxx for out-based or incentive plans) for of-pocket expenses incurred during the calendar year in which there is a comparable BWFG Benefit Plan until the QBT Employees are permitted to participate in the BWFG Benefit Plans, unless such BWFG Benefit Plan has been frozen or terminated with respect to similarly situated employees of BWFG or Closing occurs by any Subsidiary of BWFGContinuing Employee.

Employees; Benefit Plans. (a) Following the Closing DateDate and except to the extent an alternative treatment is set forth in this Section 5.14, BWFG CZFS may choose not to maintain any or all of the QBT HVBC Benefit Plans in its sole discretion and QBT HVBC shall cooperate with BWFG CZFS in order to effect any plan terminations to be made as of the Effective Time. HoweverFor the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), for CZFS shall provide, or cause to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of CZFS or any QBT Subsidiary of CZFS and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees of CZFS or any Subsidiary of CZFS. For any HVBC Benefit Plan terminated for which there is a comparable BWFG employee benefit or compensation plan, program, policy, agreement or arrangement of CZFS or any of its Subsidiaries (a “CZFS Benefit Plan Plan”) of general applicability, BWFG CZFS shall take all commercially reasonable action so that employees of QBT Continuing Employees shall be entitled to participate in such BWFG CZFS Benefit Plan plan to the same extent as similarly-situated employees of BWFG CZFS (it being understood that inclusion of the employees of QBT HVBC and HVB in the BWFG CZFS Benefit Plans may occur at different times with respect to different plans, including after the Effective Time). BWFG CZFS shall cause each BWFG CZFS Benefit Plan in which employees of QBT Continuing Employees are eligible to participate to take into account for purposes of eligibility and vesting under the BWFG CZFS Benefit Plans (but not for purposes of benefit accrual accrual) the service of such employees with QBT HVBC or HVB to the same extent as such service was credited for such purpose by QBTHVBC or HVB; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BWFG CZFS to amend or terminate any of the QBT HVBC Benefit Plans or BWFG CZFS Benefit Plans in accordance with their terms at any time; provided, however, that BWFG CZFS shall continue to maintain the QBT HVBC Benefit Plans (other than stock-stock based or incentive plans) for which there is a comparable BWFG CZFS Benefit Plan until the QBT HVBC Employees are permitted to participate in the BWFG CZFS Benefit Plans, unless such BWFG CZFS Benefit Plan has been frozen or terminated with respect to similarly situated employees of BWFG CZFS or any Subsidiary of BWFGCZFS. Following the Closing Date, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing Employee.

Employees; Benefit Plans. (a) Following the Closing DateDate and except to the extent an alternative treatment is set forth in this Section 5.14, BWFG NBT may choose not to maintain any or all of the QBT Exxxx Benefit Plans in its sole discretion discretion, and QBT Exxxx and Exxxx Bank shall cooperate with BWFG NBT in order to effect any plan terminations to be made as of the Effective TimeTime as set forth in this Section 5.14 and in accordance with the terms of the applicable Exxxx Benefit Plans and applicable law. HoweverFor the period commencing at the Effective Time and ending twelve (12) months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), for NBT shall provide, or cause to be provided, to each employee of Exxxx Bank who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of NBT or any QBT Subsidiary of NBT (or until the applicable Continuing Employee’s earlier termination of employment), and (ii) other benefits (other than severance or termination pay in order to avoid a duplication of benefits, if applicable) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees of NBT or any Subsidiary of NBT. For any Exxxx Benefit Plan terminated for which there is a comparable BWFG NBT Benefit Plan of general applicability, BWFG NBT shall take all commercially reasonable action so that employees of QBT Continuing Employees shall be entitled to participate in such BWFG NBT Benefit Plan to the same extent as similarly-situated employees of BWFG NBT (it being understood that inclusion of the employees of QBT Exxxx and Exxxx Bank in the BWFG NBT Benefit Plans may occur at different times with respect to different plans, including after the Effective Time). BWFG NBT shall cause each BWFG NBT Benefit Plan in which employees of QBT Continuing Employees are eligible to participate to take into account for purposes of eligibility and vesting under the BWFG NBT Benefit Plans (but not for purposes of benefit accrual accrual) the service of such employees with QBT Exxxx or Exxxx Bank to the same extent as such service was credited for such purpose by QBTExxxx or Exxxx Bank; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefitsbenefits or retroactive application. Nothing herein shall limit the ability of BWFG NBT to amend or terminate any of the QBT Exxxx Benefit Plans or BWFG NBT Benefit Plans in accordance with their terms at any time; provided. Following the Closing Date, howeverNBT shall honor, that BWFG shall continue in accordance with Exxxx’x policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of Exxxx for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing Employee and all accrued but unused vacation credited to maintain the QBT Benefit Plans (other than stock-based or incentive plans) for which there is a comparable BWFG Benefit Plan until the QBT Employees are permitted to participate in the BWFG any Continuing Employee under Exxxx Benefit Plans, unless such BWFG Benefit Plan has been frozen or terminated with respect to similarly situated employees of BWFG or any Subsidiary of BWFG.

Employees; Benefit Plans. (a) Following the Closing Date, BWFG SBBX may choose not to maintain any or all of the QBT EBNJ Benefit Plans in its sole discretion and QBT EBNJ shall cooperate with BWFG SBBX in order to effect any plan terminations to be made as of the Effective Time. However, for any QBT EBNJ Benefit Plan terminated for which there is a comparable BWFG SBBX Benefit Plan of general applicability, BWFG SBBX shall take all commercially reasonable action so that employees of QBT EBNJ shall be entitled to participate in such BWFG SBBX Benefit Plan to the same extent as similarly-situated employees of BWFG SBBX (it being understood that inclusion of the employees of QBT EBNJ in the BWFG SBBX Benefit Plans may occur at different times with respect to different plans, including after the Effective Time). BWFG SBBX shall cause each BWFG SBBX Benefit Plan in which employees of QBT EBNJ are eligible to participate to take into account for purposes of eligibility and vesting under the BWFG SBBX Benefit Plans (but not for purposes of benefit accrual accrual) the service of such employees with QBT EBNJ to the same extent as such service was credited for such purpose by QBTEBNJ; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BWFG SBBX to amend or terminate any of the QBT EBNJ Benefit Plans or BWFG SBBX Benefit Plans in accordance with their terms at any time; provided, however, that BWFG SBBX shall continue to maintain the QBT EBNJ Benefit Plans (other than stock-based or incentive plans) for which there is a comparable BWFG SBBX Benefit Plan until the QBT EBNJ Employees are permitted to participate in the BWFG SBBX Benefit Plans, unless such BWFG SBBX Benefit Plan has been frozen or terminated with respect to similarly situated employees of BWFG SBBX or any Subsidiary of BWFGSBBX. Following the Closing Date, SBBX shall honor, in accordance with EBNJ’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of EBNJ for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any EBNJ Employee whose employment continues after the Effective Time.

Employees; Benefit Plans. (a) Following As of the Closing Date, BWFG may choose not to maintain any or all of (i) the QBT Benefit Plans in its sole discretion and QBT Excluded Employees shall cooperate with BWFG in order to effect any plan terminations to no longer be made as of the Effective Time. However, for any QBT Benefit Plan terminated for which there is a comparable BWFG Benefit Plan of general applicability, BWFG shall take all reasonable action so that employees of QBT shall be entitled eligible to participate in such BWFG the Company Benefit Plan Plans and (ii) all employees of the Acquired Companies who are not Excluded Employees and remain employed immediately after the Closing (each a “Company Continuing Employee”) shall continue to be eligible to participate in the Company Benefit Plans to the same extent as similarly-situated employees of BWFG (it being understood such Company Continuing Employees participated in such plans immediately prior to the Closing Date. Prior to the Closing Date, Sellers shall use commercially reasonable efforts to take all steps necessary to ensure that inclusion the Company Benefit Plans are maintained and sponsored by the Company or any successor entity of the employees Company without material interruption, such that the Company Continuing Employees (A) are credited for service with the Acquired Companies for the pre-Closing period, (B) continue to have pre-existing condition exclusions and actively-at work requirements and similar limitations, eligibility waiting periods and evidence of QBT in insurability requirements waived to the BWFG Benefit Plans may occur at different times with respect to different plans, including after the Effective Time). BWFG shall cause each BWFG extent satisfied by any Company Continuing Employee under any Company Benefit Plan in which employees as of QBT are eligible the Closing Date, and (C) have any deductible, co-insurance and out-of-pocket covered expenses paid on or before the Closing Date by any Company Continuing Employee (or covered dependent thereof) continue to participate to take be taken into account for purposes of eligibility satisfying applicable deductible, coinsurance and vesting under maximum out-of-pocket provisions after the BWFG Closing Date in the year of the Closing. In addition to the foregoing, the Sellers and the Company will use commercially reasonably efforts prior to the Closing to adopt new long-term incentive plans for the Company to grant, on a discretionary basis, any benefits not covered by the Company Benefit Plans but not for purposes of benefit accrual to be maintained by the service of such employees with QBT to Company following the same extent as such service was credited for such purpose by QBT; providedClosing (collectively, howeverthe “New Benefit Plans”), that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BWFG to amend or terminate any of the QBT which New Benefit Plans or BWFG Benefit Plans in accordance with their terms at any time; provided, however, that BWFG shall continue to maintain will be adopted and become effective on the QBT Benefit Plans (other than stock-based or incentive plans) for which there is a comparable BWFG Benefit Plan until the QBT Employees are permitted to participate in the BWFG Benefit Plans, unless such BWFG Benefit Plan has been frozen or terminated with respect to similarly situated employees of BWFG or any Subsidiary of BWFGClosing.

Employees; Benefit Plans. (a) Following the Closing Date, BWFG may choose not Prior to maintain any or all of the QBT Benefit Plans in its sole discretion and QBT shall cooperate with BWFG in order to effect any plan terminations to be made as of the Effective Time. However, for any QBT Benefit Plan terminated for which there is a comparable BWFG Benefit Plan of general applicability, BWFG Parent shall take all reasonable action so that employees of QBT the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the “Transferred Employees”) shall be entitled to participate participate, effective as soon as administratively practicable following the Effective Time, in such BWFG each Parent Benefit Plan of general applicability to the same extent as similarly-situated employees of BWFG Parent and its Subsidiaries (it being understood that inclusion of the employees of QBT the Company and its Subsidiaries in the BWFG Parent Benefit Plans may occur at different times with respect to different plans, including after plans and that any grants to any former employee of the Company or its Subsidiaries under any equity compensation plan of Parent shall be discretionary with Parent). To the extent that Transferred Employees are not entitled to participate in any Parent Benefit Plan effective as of the Effective Time, such employees shall continue to participate in the corresponding employee benefit plan, program or arrangement of the Company and its Subsidiaries so as to ensure that there is not a lapse in participation or coverage (but in no event to provide duplicate participation or coverage), as applicable, prior to participation in such Parent Benefit Plan; provided that in no event shall Parent be required to continue any employee benefit plan, program or arrangement of the Company for which there is no corresponding Parent Benefit Plan. BWFG Parent shall cause each BWFG Parent Benefit Plan in which employees of QBT Transferred Employees are eligible to participate to take into account for purposes of eligibility eligibility, vesting and vesting benefit accruals under the BWFG Parent Benefit Plans but not (other than for purposes of benefit accrual accruals under Parent’s defined benefit pension plan) the service of such employees with QBT the Company and its Subsidiaries (and any predecessor entities) to the same extent as such service was credited generally for such purpose by QBT; the Company and its Subsidiaries, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BWFG to amend or terminate any of the QBT Benefit Plans or BWFG Benefit Plans in accordance with their terms at any time; provided, however, that BWFG shall continue to maintain the QBT Benefit Plans (other than stock-based or incentive plans) for which there is a comparable BWFG Benefit Plan until the QBT Employees are permitted to participate in the BWFG Benefit Plans, unless such BWFG Benefit Plan has been frozen or terminated benefits with respect to similarly situated employees the same period of BWFG or any Subsidiary of BWFGservice.

Employees; Benefit Plans. (a) Following the Closing DateDate and except to the extent an alternative treatment is set forth in this Section 5.14, BWFG Cambridge may choose not to maintain any or all of the QBT Wellesley Benefit Plans in its sole discretion and QBT Wellesley and Wellesley Bank shall cooperate with BWFG Cambridge in order to effect any plan terminations to be made as of the Effective Time. HoweverFor the period commencing at the Effective Time and ending on December 31, for 2020 (or until the applicable Continuing Employee’s earlier termination of employment), Cambridge shall provide, or cause to be provided, to each employee of Wellesley Bank and Wellesley who continues in employment with the Surviving Bank as of the Closing Date (“Continuing Employees”) (i) base salary or a base rate of pay at least equal to the base pay or base rate of salary provided to such Continuing Employee immediately prior to the Effective Time and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to such Continuing Employee immediately prior to the Effective Time. For any QBT Wellesley Benefit Plan terminated for which there is a comparable BWFG employee benefit or compensation plan, program, policy, agreement or arrangement of Cambridge or any of its Subsidiaries (a “Cambridge Benefit Plan Plan”) of general applicability, BWFG Cambridge shall take all commercially reasonable action so that employees of QBT Wellesley or Wellesley Bank shall be entitled to participate in such BWFG Cambridge Benefit Plan to the same extent as similarly-situated employees of BWFG Cambridge (it being understood that inclusion of the employees of QBT Wellesley and Wellesley Bank in the BWFG Cambridge Benefit Plans may occur at different times with respect to different plans, including after the Effective Time). BWFG Cambridge shall cause each BWFG Cambridge Benefit Plan in which employees of QBT Wellesley or Wellesley Bank are eligible to participate to take into account for purposes of eligibility and vesting under the BWFG Cambridge Benefit Plans (but not for purposes of benefit accrual accrual) the service of such employees with QBT Wellesley or Wellesley Bank to the same extent as such service was credited for such purpose by QBTWellesley or Wellesley Bank; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BWFG Cambridge to amend or terminate any of the QBT Wellesley Benefit Plans or BWFG Cambridge Benefit Plans in accordance with their terms at any time; provided, however, that BWFG Cambridge shall continue to maintain the QBT Wellesley Benefit Plans (other than stock-based or incentive plans) for which there is a comparable BWFG Cambridge Benefit Plan until the QBT Wellesley Employees are permitted to participate in the BWFG Cambridge Benefit Plans, unless such BWFG Cambridge Benefit Plan has been frozen or terminated with respect to similarly situated employees of BWFG Cambridge or any Subsidiary of BWFGCambridge. Following the Closing Date, Cambridge shall honor, in accordance with Wellesley’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of Wellesley for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Wellesley Employee whose employment continues after the Effective Time. In the event Cambridge elects to terminate the Wellesley Bank 401(k) Plan prior to the Closing Date, Cambridge shall take any and all actions as may be required to permit Continuing Employees to roll over their account balances in the Wellesley Bank 401(k) Plan into Cambridge Bank 401(k) Plan.

Employees; Benefit Plans. (a) Following HCC and HBC shall have the right but not the obligation to offer employment immediately following the Effective Time to any and all persons who are Focus employees immediately before the Effective Time (employees of Focus who will be employed by HCC or HBC are referred to as “Continuing Employees”. Focus will provide HCC with information regarding such persons’ current employment arrangements with Focus and will otherwise assist HCC and HBC in making such offers. Continuing Employees shall be offered salary or wage levels at least equal to the salary or wage levels to which such employees were entitled to immediately prior to the Closing Date. Subject to the provisions of this Section 5.11, BWFG may choose not to maintain any or all of the QBT Benefit Plans in its sole discretion and QBT shall cooperate with BWFG in order to effect any plan terminations to be made as of soon as administratively practicable after the Effective Time. However, for any QBT Benefit Plan terminated for which there is a comparable BWFG Benefit Plan of general applicability, BWFG HCC shall take all reasonable action so that employees of QBT Continuing Employees shall be entitled to participate in such BWFG each employee benefit plan, program or arrangement of HCC and HBC of general applicability (the “HCC Benefit Plan Plans”) to the same extent as similarly-situated employees of BWFG HCC and HBC (it being understood that inclusion of the employees of QBT Continuing Employees in the BWFG HCC Benefit Plans may occur at different times with respect to different plans), including after the Effective Time). BWFG shall cause each BWFG Benefit Plan in which employees of QBT are eligible to participate to take into account for purposes of eligibility and vesting under the BWFG Benefit Plans but not for purposes of benefit accrual the service of such employees with QBT to the same extent as such service was credited for such purpose by QBT; provided, however, that such service coverage shall not be recognized continued under corresponding benefit plans of Focus (to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BWFG to amend or terminate any of the QBT Benefit Plans or BWFG Benefit Plans in accordance with their terms at any time; provided, however, that BWFG shall continue to maintain the QBT Benefit Plans (other than stock-based or incentive plansFocus plans have not been terminated) for which there is a comparable BWFG Benefit Plan until the QBT Employees such employees are permitted to participate in the BWFG HCC Benefit PlansPlans and, unless such BWFG Benefit provided further, that Continuing Employees shall not have the opportunity to participate in the HBC 2005 Amended and Restated Supplemental Executive Retirement Plan has been frozen (“SERP”). Accordingly, HCC and HBC shall use reasonable efforts to ensure that from the Closing Date through the next open enrollment date for a HCC or terminated with respect HBC group health, dental, and vision, Continuing Employees shall continue to similarly situated employees of BWFG or any Subsidiary of BWFGbe covered by Focus’s group health, dental, and vision.

Employees; Benefit Plans. (a) Following HCC and HBC shall have the right but not the obligation to offer employment immediately following the Effective Time to any and all persons who are Tri-Valley employees immediately before the Effective Time (employees of Tri-Valley who will be employed by HCC or HBC are referred to as “Continuing Employees”). Tri-Valley will provide HCC with information regarding such persons’ current employment arrangements with Tri-Valley and will otherwise assist HCC and HBC in making such offers. Continuing Employees shall be offered salary or wage levels at least equal to the salary or wage levels to which such employees were entitled to immediately prior to the Closing Date. Subject to the provisions of this Section 5.11, BWFG may choose not to maintain any or all of the QBT Benefit Plans in its sole discretion and QBT shall cooperate with BWFG in order to effect any plan terminations to be made as of soon as administratively practicable after the Effective Time. However, for any QBT Benefit Plan terminated for which there is a comparable BWFG Benefit Plan of general applicability, BWFG HCC shall take all reasonable action so that employees of QBT Continuing Employees shall be entitled to participate in such BWFG each employee benefit plan, program or arrangement of HCC and HBC of general applicability (the “HCC Benefit Plan Plans”) to the same extent as similarly-situated employees of BWFG HCC and HBC (it being understood that inclusion of the employees of QBT Continuing Employees in the BWFG HCC Benefit Plans may occur at different times with respect to different plans), including after the Effective Time). BWFG shall cause each BWFG Benefit Plan in which employees of QBT are eligible to participate to take into account for purposes of eligibility and vesting under the BWFG Benefit Plans but not for purposes of benefit accrual the service of such employees with QBT to the same extent as such service was credited for such purpose by QBT; provided, however, that such service coverage shall not be recognized continued under corresponding benefit plans of Tri-Valley (to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BWFG to amend or terminate any of the QBT Benefit Plans or BWFG Benefit Plans in accordance with their terms at any time; provided, however, that BWFG shall continue to maintain the QBT Benefit Plans (other than stockTri-based or incentive plansValley plans have not been terminated) for which there is a comparable BWFG Benefit Plan until the QBT Employees such employees are permitted to participate in the BWFG HCC Benefit PlansPlans and, unless such BWFG Benefit provided further, that Continuing Employees shall not have the opportunity to participate in the HBC 2005 Amended and Restated Supplemental Executive Retirement Plan has been frozen (“SERP”). Accordingly, HCC and HBC shall use reasonable efforts to ensure that from the Closing Date through the next open enrollment date for a HCC or terminated with respect HBC group health, dental, and vision, Continuing Employees shall continue to similarly situated employees of BWFG or any Subsidiary of BWFGbe covered by Tri-Valley’s group health, dental, and vision.

Employees; Benefit Plans. (a) Following the Closing DateDate and except to the extent an alternative treatment is set forth in this Section 5.14, BWFG NBT may choose not to maintain any or all of the QBT Xxxxx Benefit Plans in its sole discretion discretion, and QBT Xxxxx and Xxxxx Bank shall cooperate with BWFG NBT in order to effect any plan terminations to be made as of the Effective TimeTime as set forth in this Section 5.14 and in accordance with the terms of the applicable Xxxxx Benefit Plans and applicable law. HoweverFor the period commencing at the Effective Time and ending twelve (12) months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), for NBT shall provide, or cause to be provided, to each employee of Xxxxx Bank who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of NBT or any QBT Subsidiary of NBT (or until the applicable Continuing Employee’s earlier termination of employment), and (ii) other benefits (other than severance or termination pay in order to avoid a duplication of benefits, if applicable) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees of NBT or any Subsidiary of NBT. For any Xxxxx Benefit Plan terminated for which there is a comparable BWFG NBT Benefit Plan of general applicability, BWFG NBT shall take all commercially reasonable action so that employees of QBT Continuing Employees shall be entitled to participate in such BWFG NBT Benefit Plan to the same extent as similarly-situated employees of BWFG NBT (it being understood that inclusion of the employees of QBT Xxxxx and Xxxxx Bank in the BWFG NBT Benefit Plans may occur at different times with respect to different plans, including after the Effective Time). BWFG NBT shall cause each BWFG NBT Benefit Plan in which employees of QBT Continuing Employees are eligible to participate to take into account for purposes of eligibility and vesting under the BWFG NBT Benefit Plans (but not for purposes of benefit accrual accrual) the service of such employees with QBT Xxxxx or Xxxxx Bank to the same extent as such service was credited for such purpose by QBTXxxxx or Xxxxx Bank; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefitsbenefits or retroactive application. Nothing herein shall limit the ability of BWFG NBT to amend or terminate any of the QBT Xxxxx Benefit Plans or BWFG NBT Benefit Plans in accordance with their terms at any time; provided. Following the Closing Date, howeverNBT shall honor, that BWFG shall continue in accordance with Xxxxx’x policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of Xxxxx for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing Employee and all accrued but unused vacation credited to maintain the QBT Benefit Plans (other than stock-based or incentive plans) for which there is a comparable BWFG Benefit Plan until the QBT Employees are permitted to participate in the BWFG any Continuing Employee under Xxxxx Benefit Plans, unless such BWFG Benefit Plan has been frozen or terminated with respect to similarly situated employees of BWFG or any Subsidiary of BWFG.

Employees; Benefit Plans. (a) Following the Closing Date, BWFG Cambridge may choose not to maintain any or all of the QBT Northmark Benefit Plans in its sole discretion and QBT Northmark shall cooperate with BWFG Cambridge in order to effect any plan terminations to be made as of the Effective Time. HoweverFor the period commencing at the Effective Time and ending twelve (12) months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), for any QBT Benefit Plan terminated for which there is Cambridge shall provide, or cause to be provided, to each employee of Northmark who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to such Continuing Employee immediately prior to the Effective Time, (ii) target cash bonus opportunities provided to similarly-situated employees of Cambridge or its Subsidiaries and (iii) other benefits (other than severance or termination pay) at least substantially comparable BWFG Benefit Plan in the aggregate to the benefits provided to similarly-situated employees of general applicability, BWFG Cambridge or its Subsidiaries. Cambridge shall take all commercially reasonable action so that employees of QBT Continuing Employees shall be entitled to participate in such BWFG Benefit Plan each employee benefit or compensation plan, program, policy, agreement or arrangement of Cambridge or any of its Subsidiaries of general applicability to the same extent as similarly-situated employees of BWFG Cambridge (it being understood that inclusion of the employees of QBT Northmark in the BWFG Cambridge Benefit Plans may occur at different times with respect to different plans, including after the Effective Time). BWFG Cambridge shall cause each BWFG Cambridge Benefit Plan in which employees of QBT Continuing Employees are eligible to participate to take into account for purposes of eligibility and vesting under the BWFG Cambridge Benefit Plans (but not for purposes of benefit accrual under a defined benefit plan) the service of such employees with QBT Northmark to the same extent as such service was credited for such purpose by QBTNorthmark; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefitsbenefits or retroactive application. Nothing herein shall limit the ability of BWFG Cambridge to amend or terminate any of the QBT Northmark Benefit Plans or BWFG Cambridge Benefit Plans in accordance with their terms at any time; provided, however, that BWFG Cambridge shall continue to maintain the QBT Northmark Benefit Plans (other than stockcash incentive, equity or equity-based incentive, retention, change in control, severance, defined benefit, retiree welfare or incentive similar plans, programs or agreements) for which there is a comparable BWFG Cambridge Benefit Plan until the QBT Northmark Employees are permitted to participate in the BWFG Cambridge Benefit Plans, unless such BWFG Cambridge Benefit Plan has been frozen or terminated with respect to similarly situated employees of BWFG Cambridge or any Subsidiary of BWFGCambridge.

Employees; Benefit Plans. (a) Following the Closing Date, BWFG NHTB may choose not to maintain any or all of the QBT TNB Benefit Plans in its sole discretion and QBT TNB shall cooperate with BWFG NHTB in order to effect any plan terminations to be made as of the Effective Time. However, for any QBT TNB Benefit Plan terminated for which there is a comparable BWFG NHTB Benefit Plan of general applicability, BWFG NHTB shall take all reasonable action so that employees of QBT TNB shall be entitled to participate in such BWFG NHTB Benefit Plan to the same extent as similarly-situated employees of BWFG NHTB (it being understood that inclusion of the employees of QBT TNB in the BWFG NHTB Benefit Plans may occur at different times with respect to different plans, including after the Effective Time). BWFG NHTB shall cause each BWFG NHTB Benefit Plan in which employees of QBT TNB are eligible to participate to take into account for purposes of eligibility and vesting under the BWFG NHTB Benefit Plans (but not for purposes of benefit accrual accrual) the service of such employees with QBT TNB to the same extent as such service was credited for such purpose by QBTTNB; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BWFG NHTB to amend or terminate any of the QBT TNB Benefit Plans or BWFG NHTB Benefit Plans (including the frozen defined benefit plan maintained by NHTB) in accordance with their terms at any time; provided, however, that BWFG NHTB shall continue to maintain the QBT TNB Benefit Plans (other than stock-based or incentive plans) for which there is a comparable BWFG NHTB Benefit Plan until the QBT TNB Employees are permitted to participate in the BWFG NHTB Benefit Plans, unless such BWFG NHTB Benefit Plan has been frozen or terminated with respect to similarly situated employees of BWFG NHTB or any Subsidiary of BWFGNHTB.

Employees; Benefit Plans. (a) Following the Closing Date, BWFG NHTB may choose not to maintain any or all of the QBT FBFC Benefit Plans in its sole discretion and QBT shall cooperate with BWFG in order to effect any plan terminations to be made as of the Effective Timediscretion. However, for any QBT FBFC Benefit Plan terminated for which there is a comparable BWFG Benefit Plan benefit plan of general applicabilityapplicability at NHTB or any Subsidiary of NHTB (each, BWFG a “NHTB Benefit Plan”), NHTB shall take all reasonable action so that employees of QBT FBFC shall be entitled to participate in such BWFG NHTB Benefit Plan to the same extent as similarly-situated employees of BWFG NHTB (it being understood that inclusion of the employees of QBT FBFC in the BWFG NHTB Benefit Plans may occur at different times with respect to different plans, including after the Effective Time). BWFG NHTB shall cause each BWFG NHTB Benefit Plan in which employees of QBT FBFC are eligible to participate to take into account for purposes of eligibility and vesting under the BWFG NHTB Benefit Plans (but not for purposes of benefit accrual accrual) the service of such employees with QBT FBFC to the same extent as such service was credited for such purpose by QBTFBFC; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BWFG NHTB to amend or terminate any of the QBT FBFC Benefit Plans or BWFG NHTB Benefit Plans (including any defined benefit plan maintained by NHTB) in accordance with their terms at any time; provided, however, that BWFG NHTB shall continue to maintain the QBT FBFC Benefit Plans (other than stock-based or incentive plans) for which there is a comparable BWFG NHTB Benefit Plan until the QBT FBFC Employees are permitted to participate in the BWFG NHTB Benefit Plans, unless such BWFG NHTB Benefit Plan has been frozen or terminated with respect to similarly situated employees of BWFG NHTB or any Subsidiary of BWFGNHTB.

Employees; Benefit Plans. (a) Following As of the Closing Date, BWFG may choose not to maintain any or all of (i) the QBT Benefit Plans in its sole discretion and QBT Excluded Employees shall cooperate with BWFG in order to effect any plan terminations to no longer be made as of the Effective Time. However, for any QBT Benefit Plan terminated for which there is a comparable BWFG Benefit Plan of general applicability, BWFG shall take all reasonable action so that employees of QBT shall be entitled eligible to participate in such BWFG the Company Benefit Plan Plans and (ii) all employees of the Acquired Companies who are not Excluded Employees and remain employed immediately after the Closing (each a “Company Continuing Employee”) shall continue to be eligible to participate in the Company Benefit Plans to the same extent such Company Continuing Employees participated in such plans immediately prior to the Closing Date. Prior to the Closing Date, the Seller shall use commercially reasonable efforts to take all steps necessary to ensure that the Company Benefit Plans are maintained and sponsored by the applicable Acquired Company or any successor entity of such Acquired Company without material interruption, such that the Company Continuing Employees (A) are credited for service with the Acquired Companies for the pre-Closing period, (B) continue to have pre-existing condition exclusions and actively-at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements waived to the extent satisfied by any Company Continuing Employee under any Company Benefit Plan as similarly-situated employees of BWFG (it being understood that inclusion of the employees of QBT in Closing Date, and (C) have any deductible, co-insurance and out-of-pocket covered expenses paid on or before the BWFG Benefit Plans may occur at different times with respect Closing Date by any Company Continuing Employee (or covered dependent thereof) continue to different plans, including after the Effective Time). BWFG shall cause each BWFG Benefit Plan in which employees of QBT are eligible to participate to take be taken into account for purposes of eligibility satisfying applicable deductible, coinsurance and vesting under maximum out-of-pocket provisions after the BWFG Closing Date in the year of the Closing. In addition to the foregoing, the Seller and the Acquired Companies will use commercially reasonably efforts prior to the Closing to adopt new long-term incentive plans for the operative Acquired Companies to grant, on a discretionary basis, any benefits not covered by the Company Benefit Plans but not for purposes of benefit accrual to be maintained by ListCo following the service of such employees with QBT to Closing (collectively, the same extent as such service was credited for such purpose by QBT; provided“New Benefit Plans”), however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BWFG to amend or terminate any of the QBT which New Benefit Plans or BWFG Benefit Plans in accordance with their terms at any time; provided, however, that BWFG shall continue to maintain will be adopted and become effective on the QBT Benefit Plans (other than stock-based or incentive plans) for which there is a comparable BWFG Benefit Plan until the QBT Employees are permitted to participate in the BWFG Benefit Plans, unless such BWFG Benefit Plan has been frozen or terminated with respect to similarly situated employees of BWFG or any Subsidiary of BWFGClosing.

Employees; Benefit Plans. (a) Following HCC and HBC shall have the right but not the obligation to offer employment immediately following the Effective Time to any and all persons who are UAB employees immediately before the Effective Time (employees of UAB who will be employed by HCC or HBC are referred to as “Continuing Employees”). UAB will provide HCC with information regarding such persons’ current employment arrangements with UAB and will otherwise assist HCC and HBC in making such offers. Continuing Employees shall be offered salary or wage levels at least equal to the salary or wage levels to which such employees were entitled to immediately prior to the Closing Date. Subject to the provisions of this Section 6.11, BWFG may choose not to maintain any or all of the QBT Benefit Plans in its sole discretion and QBT shall cooperate with BWFG in order to effect any plan terminations to be made as of soon as administratively practicable after the Effective Time. However, for any QBT Benefit Plan terminated for which there is a comparable BWFG Benefit Plan of general applicability, BWFG HCC shall take all reasonable action so that employees of QBT Continuing Employees shall be entitled to participate in such BWFG each employee benefit plan, program or arrangement of HCC and HBC of general applicability (the “HCC Benefit Plan Plans”) to the same extent as similarly-situated employees of BWFG HCC and HBC (it being understood that inclusion of the employees of QBT Continuing Employees in the BWFG HCC Benefit Plans may occur at different times with respect to different plans), including after the Effective Time). BWFG shall cause each BWFG Benefit Plan in which employees of QBT are eligible to participate to take into account for purposes of eligibility and vesting under the BWFG Benefit Plans but not for purposes of benefit accrual the service of such employees with QBT to the same extent as such service was credited for such purpose by QBT; provided, however, that such service coverage shall not be recognized continued under corresponding benefit plans of UAB (to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BWFG to amend or terminate any of the QBT Benefit Plans or BWFG Benefit Plans in accordance with their terms at any time; provided, however, that BWFG shall continue to maintain the QBT Benefit Plans (other than stock-based or incentive plansUAB plans have not been terminated) for which there is a comparable BWFG Benefit Plan until the QBT Employees such employees are permitted to participate in the BWFG HCC Benefit PlansPlans and, unless such BWFG Benefit provided further, that Continuing Employees shall not have the opportunity to participate in the HBC 2005 Amended and Restated Supplemental Executive Retirement Plan has been frozen (“SERP”). Accordingly, HCC and HBC shall use reasonable efforts to ensure that from the Closing Date through the next open enrollment date for a HCC or terminated with respect HBC group health, dental, and vision, Continuing Employees shall continue to similarly situated employees of BWFG or any Subsidiary of BWFGbe covered by UAB’s group health, dental, and vision.

Employees; Benefit Plans. (a) Following Subject to Section 5.26, HCC and HBC shall have the right but not the obligation to offer employment immediately following the Effective Time to any and all persons who are employees of Presidio immediately before the Effective Time (employees who will be employed by HCC or HBC are referred to as “Continuing Employees”). Presidio will provide HCC with information regarding such persons’ current employment arrangements with Presidio and will otherwise assist HCC and HBC in making such offers. Continuing Employees shall be offered salary or wage levels at least equal to the salary or wage levels to which such employees were entitled to immediately before the Closing Date. Subject to the provisions of this Section 5.11, BWFG may choose not to maintain any or all of the QBT Benefit Plans in its sole discretion and QBT shall cooperate with BWFG in order to effect any plan terminations to be made as of soon as administratively practicable after the Effective Time. However, for any QBT Benefit Plan terminated for which there is a comparable BWFG Benefit Plan of general applicability, BWFG HCC shall take all reasonable action so that employees of QBT Continuing Employees shall be entitled to participate in such BWFG each employee benefit plan, program or arrangement of HCC and HBC of general applicability (the “HCC Benefit Plan Plans”) to the same extent as similarly-situated employees of BWFG HCC and HBC (it being understood that inclusion of the employees of QBT Continuing Employees in the BWFG HCC Benefit Plans may occur at different times with respect as to different plans), including after the Effective Time). BWFG except that coverage shall cause each BWFG Benefit Plan in which employees be continued under corresponding benefit plans of QBT are eligible to participate to take into account for purposes of eligibility and vesting under the BWFG Benefit Plans but not for purposes of benefit accrual the service of such employees with QBT to the same extent as such service was credited for such purpose by QBT; provided, however, that such service shall not be recognized Presidio (to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BWFG to amend or terminate any of the QBT Benefit Plans or BWFG Benefit Plans in accordance with their terms at any time; provided, however, that BWFG shall continue to maintain the QBT Benefit Plans (other than stock-based or incentive plansplans have not been terminated) for which there is a comparable BWFG Benefit Plan until the QBT Employees such employees are permitted to participate in the BWFG HCC Benefit Plans. Accordingly, unless HCC shall use reasonable commercial efforts to ensure that from the Closing Date through the next open enrollment date for a HCC or HBC group health, dental, and vision, Continuing Employees shall continue to be covered by Presidio’s group health, dental, and vision. All Presidio incentive or bonus plans shall remain in effect for the entirety of 2019 until all payouts under such BWFG Benefit Plan has plan have been frozen made to all Presidio employees no later than the last day of the first quarter of 2020 (whether by Presidio or HCC, as the case may be). Any Presidio employee terminated as a result of the transactions contemplated by the Agreement prior to December 31, 2019 will be eligible for a pro-rata bonus under such incentive or bonus plans for time served during 2019. Payouts to such employees will be limited to the amount accrued by Presidio in its financial statements for such purpose. If the Closing occurs prior to December 31, 2019, such accrual will continue from Closing until December 31, 2019 at the monthly rate in place in the last full month prior to the month in which the Closing occurs. All accruals will be made in accordance with respect to similarly situated employees the terms of BWFG or any Subsidiary of BWFGthe plans and consistent with past practice.

Employees; Benefit Plans. (a) Following the Closing Date, BWFG SBBX may choose not to maintain any or all of the QBT CBBC Benefit Plans in its sole discretion and QBT CBBC shall cooperate with BWFG SBBX in order to effect any plan mergers or terminations to be made as of the Effective Time. However, for any QBT CBBC Benefit Plan terminated for which there is a comparable BWFG SBBX Benefit Plan of general applicability, BWFG SBBX shall take all commercially reasonable action so that employees of QBT CBBC shall be entitled to participate in such BWFG SBBX Benefit Plan to the same extent as similarly-situated employees of BWFG SBBX (it being understood that inclusion of the employees of QBT CBBC in the BWFG SBBX Benefit Plans may occur at different times with respect to different plans, including after the Effective Time). BWFG SBBX shall cause each BWFG SBBX Benefit Plan in which employees of QBT CBBC are eligible to participate to take into account for purposes of eligibility and vesting under the BWFG SBBX Benefit Plans (but not for purposes of benefit accrual accrual) the service of such employees with QBT CBBC to the same extent as such service was credited for such purpose by QBTCBBC; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BWFG SBBX to amend amend, merge or terminate any of the QBT CBBC Benefit Plans or BWFG SBBX Benefit Plans in accordance with their terms at any time; provided, however, that BWFG SBBX shall continue to maintain the QBT CBBC Benefit Plans (other than stock-based or incentive plans) for which there is a comparable BWFG SBBX Benefit Plan until the QBT CBBC Employees are permitted to participate in the BWFG SBBX Benefit Plans, unless such BWFG SBBX Benefit Plan has been frozen frozen, merged or terminated with respect to similarly situated employees of BWFG SBBX or any Subsidiary of BWFGSBBX.