Common use of Employees, Directors and Officers Clause in Contracts

Employees, Directors and Officers. (a) All persons who are employees of SCCB Bank immediately prior to the Effective Time (SCCB's Employees) and whose employment is not specifically terminated at or prior to the Effective Time (a "Continuing Employee") shall, at the Effective Time, become employees of UFB or UFB Bank, respectively; provided, however, that in no event shall any of SCCB's Employees be officers of UFB or UFB Bank, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position in accordance with the bylaws of UFB or UFB Bank. All of SCCB's Employees who remain following the Effective Date shall be employed at the will of UFB or UFB Bank. No contractual right to employment shall inure to such employees because of this Agreement. Subject to paragraph (e) of this Section 4.13, no employee of SCCB will become a contractual employee of UFB or UFB Bank unless such contract is in writing and executed by the President or Chief Executive Officer of UFB or UFB Bank. (b) Except as provided in paragraph (c) of this Section 4.13, appropriate steps shall be taken to terminate all SCCB Employee Plans as of the Effective Time or as promptly as practical thereafter. Except as provided in paragraph (c) of this Section 4.13, immediately following the Effective Time, each Continuing Employee shall be eligible to participate in UFB Employee Plans, on the same basis as any newly- hired employee of UFB or UFB Bank (it being understood that inclusion of Continuing Employee in UFB Employee Plans may occur at different times with respect to different plans); provided, however, that with respect to each UFB Employee Plan for purposes of determining eligibility to participate and vesting, service with SCCB or SCCB Bank shall be treated as service with UFB or UFB Bank. Such service shall also apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitation with respect to any UFB or UFB Bank welfare benefit plan. (c) As of the Effective Time, each SCCB Employee who is a participant in the SCCB 401(k) Plan (the "SCCB 401(k) Plan") shall become fully vested in his or her account balance in the SCCB 401(k) Plan and the SCCB 401(k) Plan will either be merged into the UFB Bank's 401(k) Savings Plan (the "UFB Bank 401(k) Plan") effective as of a date following the Effective Time selected by UFB Bank or, if so elected by UFB Bank, terminated immediately prior to, on, or after the Effective Time. The determination as to whether the SCCB 401(k) Plan shall be terminated or merged into the UFB Bank 401(k) Plan shall be made by UFB Bank. Effective as of the date of the merger of the SCCB 401(k) Plan into the UFB 401(k) Plan or the termination of the SCCB 401(k) Plan (or the Effective Time, if subsequent to such termination), SCCB Employees who are then participating in the SCCB 401(k) Plan shall become participants in the UFB Bank 401(k) Plan. (d) At or immediately prior to the Effective Time, the SCCB Employee Stock Ownership Plan ("ESOP") shall be terminated on such terms and conditions as SCCB shall determine, and the loan between SCCB and the ESOP shall be repaid in full from the Cash Consideration received for unallocated shares of SCCB Common Stock held by the ESOP (or, if such amount is insufficient to repay the loan, through the sale of a sufficient number of shares of UFB Common Stock) upon the conversion pursuant to the Merger of such shares of SCCB Common Stock held by the ESOP. Any remaining Cash Consideration or UFB Common Stock received for such unallocated shares after such repayment shall be allocated to the ESOP accounts of those SCCB or SCCB Bank employees who are ESOP participants and beneficiaries (the "ESOP Participants") in accordance with the terms of the ESOP as amended with respect to such termination and as in effect on the Effective Time. All ESOP Participants shall fully vest and have a nonforfeitable interest in their accounts under the ESOP determined as of the Effective Time. As soon as practicable after the receipt of a favorable determination letter from the IRS as to the tax qualified status of the ESOP upon its termination under Section 401(a) and 4975(e) of the Code, distributions of the benefits under the ESOP shall be made to the ESOP Participants in accordance with the provisions of the ESOP. (e) All unvested shares of restricted stock awarded under the SCCB RRP shall, as of the Effective Time, become vested pursuant to the terms of the SCCB RRP and converted into the right to receive the Merger Consideration. At the Effective Time, the SCCB RRP shall be deemed terminated. (f) At the Effective Time, UFB shall enter into an employment agreement with Xxxx X. Xxxxxx, substantially in the form attached hereto as Exhibit C, in consideration for Xx. Xxxxxx'x agreement to the cancellation of his employment agreement and supplemental executive agreement and the waiver of any rights, including the change in control provisions of such agreements and any payments due under such agreements following the Merger or as a result of the Merger. (g) UFB and UFB Bank shall cause their respective Boards of Directors to each be increased to allow for the appointment of Xxxxxx X. Xxxxxxx, Xxxx X. XxXxxxxx, and Xxxx XxXxxxxx. The term for Xx. XxXxxxxx on each of the respective boards shall expire in the year 2000.

Employees, Directors and Officers. (a) All persons who are employees of SCCB Bank First Savings immediately prior to the Effective Time (SCCB"Bayonne's Employees") and whose employment is not specifically terminated at or prior to the Effective Time (a "Continuing Employee") shall, at the Effective Time, become employees of UFB RCFC or UFB RCFC Bank, respectively; provided, however, that in no event shall any of SCCBBayonne's Employees be officers of UFB RCFC or UFB RCFC Bank, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position in accordance with the bylaws of UFB RCFC or UFB RCFC Bank. All Subject to paragraph (e) of SCCBthis Section 4.13, all of Bayonne's Employees who remain following the Effective Date shall be employed at the will of UFB RCFC or UFB Bank. No RCFC Bank and no contractual right to employment shall inure to such employees because of this Agreement. Subject to Except as provided in paragraph (e) of this Section 4.13, no employee of SCCB Bayonne will become a contractual employee of UFB RCFC or UFB RCFC Bank unless such contract is in writing and executed by the President or Chief Executive Officer of UFB RCFC or UFB RCFC Bank. (b) Except as otherwise provided in paragraph paragraphs (c), (f) and (g) of this Section 4.13, appropriate steps shall be taken to terminate all SCCB Bayonne Employee Plans as of the Effective Time or as promptly as practical thereafter. Except as provided in paragraph (c) of this Section 4.13, immediately following the Effective Time, each Continuing Employee shall be eligible to participate in UFB RCFC Employee Plans, on the same basis as any newly- newly-hired employee of UFB RCFC or UFB RCFC Bank (it being understood that inclusion of Continuing Employee Employees in UFB RCFC Employee Plans may occur at different times with respect to different plans); provided, however, that with respect to each UFB RCFC Employee Plan, other than the Richmond County Savings Bank Employee Stock Ownership Plan (the "RCFC Bank ESOP") and the Retirement Plan of Richmond County Savings Bank in RSI Trust (the "RCFC Bank Retirement Plan"), for purposes of determining eligibility to participate participate, vesting, and vestingentitlement to benefits, service with SCCB Bayonne or SCCB Bank First Savings shall be treated as service with UFB RCFC or UFB RCFC Bank; provided further however, that such service shall not be recognized to the extent such recognition would result in a duplication of benefits. Such service shall also apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitation with respect to any UFB RCFC or UFB RCFC Bank welfare benefit plan. For purposes of determining eligibility to participate, vesting, and entitlement to benefits (including accrual of benefits) under the RCFC Bank ESOP or RCFC Bank Retirement Plan, Continuing Employees shall be treated as newly-hired employees of RCFC or RCFC Bank as of the Effective Date and credit for service shall begin accruing as of that date. (c) As of the Effective Time, each SCCB Bayonne Employee who is a participant in the SCCB Bayonne 401(k) Plan (the "SCCB Bayonne 401(k) Plan") shall become fully vested in his or her account balance in the SCCB Bayonne 401(k) Plan and the SCCB Bayonne 401(k) Plan will either be merged into the UFB Bank's Richmond County Savings Bank 401(k) Savings Plan (the "UFB RCFC Bank 401(k) Plan") effective as of a date following the Effective Time selected by UFB RCFC Bank or, if so elected by UFB RCFC Bank, terminated immediately prior to, on, or after the Effective Time. The determination as to whether the SCCB 401(k) Bayonne Savings Plan shall be terminated or merged into the UFB RCFC Bank 401(k) Plan shall be made by UFB RCFC Bank. Effective as of the date of the merger of the SCCB Bayonne 401(k) Plan into the UFB RCFC 401(k) Plan Plan, if applicable, or the termination of the SCCB Bayonne 401(k) Plan (or the Effective Time, if subsequent to such termination), SCCB if applicable, Bayonne Employees who are then participating in the SCCB Bayonne 401(k) Plan shall become participants in the UFB RCFC Bank 401(k) Plan. (d) At or immediately prior RCFC agrees to honor existing employment agreements, including the change in control provisions of such agreements, between Bayonne and First Savings and certain employees, stock option plans and restricted stock plans, and other benefit plans as set forth in Bayonne's Disclosure Letter (collectively "Employment Agreements") and to the Effective Time, the SCCB Employee Stock Ownership Plan ("ESOP") shall be terminated on such terms and conditions as SCCB shall determine, and the loan between SCCB and the ESOP shall be repaid in full from the Cash Consideration received for unallocated shares payment of SCCB Common Stock held benefits by the ESOP (or, if such amount is insufficient to repay the loan, through the sale of a sufficient number of shares of UFB Common Stock) upon the conversion pursuant to the Merger of such shares of SCCB Common Stock held by the ESOP. Any remaining Cash Consideration or UFB Common Stock received for such unallocated shares after such repayment shall be allocated to the ESOP accounts of those SCCB or SCCB Bank employees who are ESOP participants and beneficiaries (the "ESOP Participants") in accordance with the terms of the ESOP as amended with respect to such termination and as in effect on the Effective Time. All ESOP Participants shall fully vest and have a nonforfeitable interest in their accounts under the ESOP determined Bayonne as of the Effective TimeTime or earlier as agreed to by Bayonne and RCFC under such agreements and plans as described in the Bayonne Disclosure Schedule. As soon as practicable after the receipt of a favorable determination letter from the IRS as to the tax qualified status of the ESOP upon its termination under Section 401(a) and 4975(e) of the Code, distributions of the benefits Payments under the ESOP shall Employment Agreements may be made by Bayonne if so agreed to the ESOP Participants in accordance with the provisions of the ESOPby RCFC. (e) All unvested shares of restricted stock awarded under the SCCB RRP shall, as of the Effective Time, become vested pursuant to the terms of the SCCB RRP and converted into the right to receive the Merger Consideration. At the Effective Time, the SCCB RRP shall be deemed terminated. (f) At the Effective Time, UFB RCFC Bank shall enter into an employment agreement with Xxxx Xxxxxxx X. XxxxxxXxxxx, substantially in the form attached hereto as Exhibit C, in consideration for Xx. Xxxxxx'x agreement to the cancellation of his employment agreement and supplemental executive agreement and the waiver of any rights, including the change in control provisions of such agreements and any payments due under such agreements following the Merger or as a result of the Merger.D. (f) [RESERVED] (g) UFB and UFB Bank Immediately following execution of this Agreement, Bayonne shall take all appropriate steps necessary to "freeze" benefit accruals under the tax- qualified defined benefit plan sponsored by Bayonne. (h) RCFC shall cause their respective Boards its Board of Directors to each be increased to allow for the appointment of Xxxxxx X. Xxxxxxx, Xxxx X. XxXxxxxx, by one member and Xxxx XxXxxxxx. The term for Xx. XxXxxxxx on each of the respective boards shall expire in the year 2000.appoint Xxxxxxx F.

Employees, Directors and Officers. (a) All persons who are employees of SCCB HCB or HCB Bank immediately prior to the Effective Time (SCCB's Employees) and whose employment is not specifically terminated at or prior to the Effective Time (a "Continuing EmployeeHCB'S EMPLOYEES") shall, at the Effective Time, become employees of UFB First Capital or UFB BankFirst Federal, respectivelyrespectively ("CONTINUING EMPLOYEES"); providedPROVIDED, howeverHOWEVER, that in no event shall any of SCCBHCB's Employees be officers of UFB First Capital or UFB BankFirst Federal, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position in accordance with the bylaws of UFB First Capital or UFB BankFirst Federal. All Subject to paragraph (g) of SCCBthis SECTION 4.12, all of HCB's Employees who remain following the Effective Date shall be employed at the will of UFB First Capital or UFB Bank. No First Federal and no contractual right to employment shall inure to such employees because of this Agreement. Subject to paragraph (e) of this Section 4.13, no employee of SCCB will become a contractual employee of UFB or UFB Bank unless such contract is in writing and executed by the President or Chief Executive Officer of UFB or UFB Bank. (b) Except Subject to the provisions of paragraphs (c), (d), (e) and (f) of this SECTION 4.12, at or as provided soon as practicable following the Effective Time, First Capital and First Federal shall establish and implement a new program of compensation and benefits designed to cover all similarly situated employees on a uniform basis (the "NEW COMPENSATION AND BENEFITS PROGRAM"). The New Compensation and Benefits Program may contain any combination of new plans or continuation of plans maintained by First Capital and First Federal or by HCB and HC Bank, including plans intended to be tax-qualified under section 401(a) of the IRC, immediately in effect prior to the Effective Time. To the extent that it is not practicable to implement any constituent part of the New Compensation and Benefits Program at the Effective Time, First Capital and First Federal shall, subject to the provisions of paragraph (f) of this SECTION 4.12, continue in effect any comparable plan maintained immediately prior to the Effective Time for the respective employees of First Capital, First Federal, HCB and HC Bank for a transition period. Notwithstanding the above, no Continuing Employee shall become a participant in any First Capital Employee Plan that requires a designation of the Board of Directors of First Capital or First Federal in order to participate without such designation in advance of participation. (c) Subject to the provisions of paragraphs (d), (e) and (f) of this Section 4.13SECTION 4.12, appropriate steps each constituent part of the New Compensation and Benefits Program shall recognize, in the case of persons employed by First Capital, First Federal, HCB or HC Bank immediately prior to the Effective Time who continue to be taken employed by First Capital or First Federal immediately after the Effective Time, all service with First Capital, First Federal, HCB or HC Bank as service with First Capital and First Federal for all purposes, including eligibility and vesting; PROVIDED, HOWEVER, that such service shall not be recognized to terminate all SCCB Employee Plans the extent such recognition would result in a duplication of benefits. (d) In the case of any constituent part of the New Compensation and Benefits Program which is a life, health or long-term disability insurance plan: (i) such plan shall not apply any preexisting condition limitations for conditions covered under the applicable insurance plans maintained by First Capital, First Federal, HCB or HC Bank as of the Effective Time, (ii) each such plan shall honor any deductible and out-of-pocket expenses incurred under the applicable insurance plan maintained by First Capital, First Federal, HCB or HC Bank as of the Effective Time or as promptly as practical thereafter. Except as provided and (iii) each such plan shall waive any medical certification otherwise required in paragraph order to assure the continuation of coverage of such plan (cbut subject to any overall limit on the maximum amount of coverage under such plans). (e) of this Section 4.13, immediately following the Effective Time, each All Continuing Employee Employees shall be become eligible to participate in UFB the First Federal Bank, a Federal Savings Bank Employee PlansStock Ownership Plan ("FIRST FEDERAL ESOP"), on subject to their satisfaction of the same basis eligibility requirements set forth in the First Federal ESOP, as any newly- hired employee of UFB or UFB Bank (it being understood that inclusion the later to occur of Continuing Employee in UFB Employee Plans may occur at different times with respect to different plans); provided, however, that with respect to each UFB Employee Plan for purposes of determining eligibility to participate and vesting, service with SCCB or SCCB Bank shall be treated as service with UFB or UFB Bank. Such service shall also apply for purposes of satisfying any waiting periods, evidence of insurability requirements, the Effective Time or the application first day of any preexisting condition limitation with respect to any UFB or UFB Bank welfare benefit planthe plan year beginning in 2000. (cf) As of the Effective Time, each SCCB HCB Employee who is a participant in the SCCB HCB 401(k) Plan (the "SCCB 401(kHCB 401(K) PlanPLAN") shall become fully vested in his or her account balance in the SCCB HCB 401(k) Plan and the SCCB HCB 401(k) Plan will either be merged into the UFB First Federal Bank's , FSB Profit Sharing with 401(k) Savings Option Plan (the "UFB Bank 401(kFIRST FEDERAL 401(K) PlanPLAN") effective as of a date following the Effective Time selected by UFB Bank or, if so elected by UFB Bank, First Federal or terminated immediately prior to, on, or after the Effective Time. The determination as to whether the SCCB HCB 401(k) Plan shall be terminated or merged into the UFB Bank First Federal 401(k) Plan shall be made jointly by UFB BankFirst Capital and HCB. Effective as of the date of the merger of the SCCB HCB 401(k) Plan into the UFB First Capital 401(k) Plan Plan, if applicable, or the termination of the SCCB HCB 401(k) Plan (or the Effective Time, if subsequent to such termination), SCCB if applicable, HCB Employees who are then participating in the SCCB HCB 401(k) Plan shall become participants in the UFB Bank First Federal 401(k) Plan. (d) At or immediately prior to the Effective Time, the SCCB Employee Stock Ownership Plan ("ESOP") shall be terminated on such terms and conditions as SCCB shall determine, and the loan between SCCB and the ESOP shall be repaid in full from the Cash Consideration received for unallocated shares of SCCB Common Stock held by the ESOP (or, if such amount is insufficient to repay the loan, through the sale of a sufficient number of shares of UFB Common Stock) upon the conversion pursuant to the Merger of such shares of SCCB Common Stock held by the ESOP. Any remaining Cash Consideration or UFB Common Stock received for such unallocated shares after such repayment shall be allocated to the ESOP accounts of those SCCB or SCCB Bank employees who are ESOP participants and beneficiaries (the "ESOP Participants") in accordance with the terms of the ESOP as amended with respect to such termination and as in effect on the Effective Time. All ESOP Participants shall fully vest and have a nonforfeitable interest in their accounts under the ESOP determined as of the Effective Time. As soon as practicable after the receipt of a favorable determination letter from the IRS as to the tax qualified status of the ESOP upon its termination under Section 401(a) and 4975(e) of the Code, distributions of the benefits under the ESOP shall be made to the ESOP Participants in accordance with the provisions of the ESOP. (e) All unvested shares of restricted stock awarded under the SCCB RRP shall, as of the Effective Time, become vested pursuant to the terms of the SCCB RRP and converted into the right to receive the Merger Consideration. At the Effective Time, the SCCB RRP shall be deemed terminated. (fg) At the Effective Time, UFB First Capital and First Federal shall enter into an employment agreement with Xxxx Wixxxxx X. Xxxxxx, substantially in the form attached hereto as Exhibit CD and shall enter into agreements with Dexxxx Xxxxxx --------- and Brxx Xxxxxxxxx, substantially in consideration for Xx. Xxxxxx'x agreement the form attached hereto as Exhibit E. --------- (h) First Capital shall cause its Board of Directors to be increased to 14 members as of the cancellation Effective Time and, as of his employment agreement and supplemental executive agreement the Effective Time, shall cause its Board of Directors to be constituted of the then-current members of the First Capital Board of Directors and the waiver of any rights, including the change in control provisions of such agreements and any payments due under such agreements following the Merger or as a result then-current members of the MergerHCB Board of Directors. First Federal shall cause its Board of Directors to be increased to 14 members as of the Effective Time and, as of the Effective Time, shall cause its Board of Directors to be constituted of the then-current members of the First Federal Board of Directors and the then-current members of the HC Bank Board of Directors. First Capital shall appoint J. Goxxxx Xxxxxxxxx xs Chairman of the Board of Directors of First Capital as of the Effective Time. First Federal shall appoint Eaxx Xook as Chairman of the Board of Directors of First Federal as of the Effective Time. (gi) UFB From and UFB after the Effective Time, Saxxxx X. Xxx xhall serve as Chief Executive Officer and President of First Federal and Wixxxxx X. Xxxxxx xhall serve as Chief Executive Officer and President of First Capital, each to hold office until their respective successors are duly elected or appointed and qualified. (j) The annual cash bonuses payable to eligible employees of HC Bank shall cause their respective Boards of Directors be determined and paid, prior to each be increased to allow the Effective Time, for the appointment 1999 calendar year in accordance with the procedures used for the 1998 calendar year. Prior to the Effective Time, First Federal shall pay a cash bonus to eligible employees of Xxxxxx X. XxxxxxxFirst Federal for the six months ended December 31, Xxxx X. XxXxxxxx1999 in accordance with the procedures used for the 1999 fiscal year. No bonuses shall be paid by First Capital, First Federal, HCB or HC Bank for any period of service after December 31, 1999. After the Effective time, First Capital and Xxxx XxXxxxxx. The term for Xx. XxXxxxxx on each First Federal shall implement a new bonus program as part of the respective boards shall expire in the year 2000New Compensation and Benefits Program.

Employees, Directors and Officers. (a) All persons who are employees of SCCB Bank South Jersey Savings immediately prior to the Effective Time (SCCB's Employees) and whose employment is not specifically terminated at or prior to the Effective Time (a "Continuing EmployeeCONTINUING EMPLOYEE") shall, at the Effective Time, become employees of UFB or UFB BankRichmond County Savings; PROVIDED, respectively; provided, howeverHOWEVER, that in no event shall any of SCCBSouth Jersey's Employees employees be officers of UFB or UFB BankRichmond County Savings, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position in accordance with the bylaws of UFB or UFB BankRichmond County Savings. All of SCCB's the Continuing Employees who remain following the Effective Date shall be employed at the will of UFB or UFB Bank. No Richmond County Savings and no contractual right to employment shall inure to such employees because of this Agreement. Subject to paragraph (e) of this Section 4.13, no employee of SCCB will become a contractual employee of UFB or UFB Bank unless such contract is in writing and executed by the President or Chief Executive Officer of UFB or UFB Bank. (b) Except as provided For purposes of participation and vesting in paragraph (c) of this Section 4.13the Richmond County Savings Bank Employee Stock Ownership Plan, appropriate steps each Continuing Employee shall be taken to terminate all SCCB Employee Plans treated as a new employee of the Effective Time or Richmond County. As soon as promptly as practical thereafter. Except as provided in paragraph (c) of this Section 4.13, immediately administratively practicable following the Effective Time, each Continuing Employee shall be eligible to participate in UFB Employee Plans, on the same basis as any newly- hired employee of UFB or UFB Richmond County Savings Bank (it being understood that inclusion of Continuing Employee in UFB Employee Plans may occur at different times 401(k) Plan with respect to different plans); provided, however, that full credit for prior service with respect to each UFB Employee Plan South Jersey and South Jersey Savings for purposes of determining eligibility to participate and vesting, service with SCCB or SCCB Bank shall be treated as service with UFB or UFB Bank. Such service shall also apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitation with respect to any UFB or UFB Bank welfare benefit plan. (c) As of the Effective Time, Richmond County shall make available employer-provided health and other employee welfare benefit plans to each SCCB Continuing Employee on the same basis as it provides such coverage to Richmond County employees except that any pre-existing condition, eligibility waiting period or other limitations or exclusions otherwise applicable under such plans to new employees shall not apply to a Continuing Employee or their covered dependents who is were covered under a participant in the SCCB 401(k) Plan (the "SCCB 401(k) Plan") shall become fully vested in his or her account balance in the SCCB 401(k) Plan and the SCCB 401(k) Plan will either be merged into the UFB Bank's 401(k) Savings Plan (the "UFB Bank 401(k) Plan") effective as of a date following similar South Jersey plan on the Effective Time selected Date of the Merger. (c) Except as otherwise provided in this Agreement, Richmond County agrees to honor in accordance with their terms all plans, contracts, arrangements, commitments or understandings disclosed in South Jersey's Disclosure Letter, including with respect to benefits which vest or are otherwise accrued or payable as a result of the consummation of the transactions contemplated by UFB Bank orthis Agreement. Set forth in South Jersey's Disclosure Letter in reasonable detail are estimates of the payments and benefits due under South Jersey's employment agreements, if so elected change in control agreements and severance plan. It is intended by UFB Bank, terminated immediately prior to, on, or after Richmond County and South Jersey that the Effective Time. The determination as to whether the SCCB 401(k) Plan procedures and methodologies used in preparing such estimates shall be terminated followed in determining the actual payments or merged into the UFB Bank 401(k) Plan shall be made by UFB Bank. Effective as of the date of the merger of the SCCB 401(k) Plan into the UFB 401(k) Plan or the termination of the SCCB 401(k) Plan (or the Effective Time, if subsequent to benefits due under such termination), SCCB Employees who are then participating in the SCCB 401(k) Plan shall become participants in the UFB Bank 401(k) Planagreements. (d) At or immediately prior to the Effective Time, the SCCB The South Jersey Savings and Loan Association Employee Stock Ownership Plan ("SOUTH JERSEY ESOP") shall be terminated on such terms and conditions as SCCB of, or prior to, the Effective Time. As of the Effective Time, all shares held by the South Jersey ESOP shall determinebe converted in to the right to receive the Merger Consideration. As soon as administratively practicable following the Effective Time, and all outstanding indebtedness of the loan between SCCB and the South Jersey ESOP shall be repaid in full from and the Cash Consideration received for balance remaining with respect to unallocated shares of SCCB Common Stock previously held by the South Jersey ESOP (or, if such amount is insufficient to repay the loan, through the sale of a sufficient number of shares of UFB Common Stock) upon the conversion pursuant to the Merger of such shares of SCCB Common Stock held by the ESOP. Any remaining Cash Consideration or UFB Common Stock received for such unallocated shares after such repayment shall be allocated and distributed to the ESOP accounts of those SCCB or SCCB Bank employees who are South Jersey ESOP participants and beneficiaries (as provided in the "ESOP Participants") in accordance with the terms of the ESOP as amended with respect South Jersey ESOP, subject to such termination and as in effect on the Effective Time. All ESOP Participants shall fully vest and have a nonforfeitable interest in their accounts under the ESOP determined as of the Effective Time. As soon as practicable after the receipt of a favorable determination letter from the IRS and unless otherwise required by applicable law. The South Jersey Savings and Loan Association Money Purchase Pension Plan ("SOUTH JERSEY PENSION PLAN") shall be terminated as of, or prior to, the Effective Time and, subject to receipt of a favorable determination letter from the tax qualified status of the ESOP upon its termination under Section 401(a) and 4975(e) of the CodeIRS, distributions of the benefits under the ESOP shall be made to participants as provided in the ESOP Participants plan. Notwithstanding anything in accordance with this SECTION 4.11(D) to the provisions contrary, distributions may be made to terminated employees of South Jersey or South Jersey Savings as soon as administratively practicable after the ESOPdetermination of final allocations and prior to the receipt of a determination letter from the IRS. (e) All unvested shares South Jersey shall use its best efforts to obtain from each holder of restricted stock awarded under a South Jersey Option and to deliver to Richmond County at or before the SCCB RRP shall, Closing (as of the Effective Time, become vested pursuant defined in SECTION 7.1) an agreement to the terms cancellation of the SCCB RRP and converted into the right to receive the Merger Consideration. At the Effective Time, the SCCB RRP shall be deemed terminatedsuch holder's South Jersey Options in exchange for a cash payment as described in SECTION 1.4. (f) At the Effective Time, UFB shall enter into an employment Messrs. Colacicco, DiPaolo, Sixxxxxxxx xnd Waxxxxx xnd Ms. Xxxxx xhall each execute a consulting and/or noncompetition agreement with Xxxx X. Xxxxxx, substantially in the form attached hereto as Exhibit C, C containing such terms for --------- each individual as are set forth in consideration for Xx. Xxxxxx'x agreement to the cancellation of his employment agreement and supplemental executive agreement and the waiver of any rights, including the change in control provisions of such agreements and any payments due under such agreements following the Merger or as a result of the MergerSouth Jersey's Disclosure Letter. (g) UFB and UFB Bank The employees of South Jersey Savings shall cause their respective Boards of Directors be paid bonuses for 2000 pursuant to South Jersey's existing bonus program equal to the amounts payable to each be increased to allow such employee as a bonus for 1999 multiplied by a fraction, the appointment numerator of Xxxxxx X. Xxxxxxx, Xxxx X. XxXxxxxxwhich is the number of days in 2000 through and including the Closing Date and the denominator of which is 366, and Xxxx XxXxxxxxsuch bonuses shall be paid at least five business days prior to the Closing Date. The term Set forth in South Jersey's Disclosure Letter is a list of bonuses paid by South Jersey Savings for Xx. XxXxxxxx on each of the respective boards shall expire in the year 20001999.

Employees, Directors and Officers. (a) All persons who are employees of SCCB Bank South Jersey Savings immediately prior to the Effective Time (SCCB's Employees) and whose employment is not specifically terminated at or prior to the Effective Time (a "Continuing EmployeeCONTINUING EMPLOYEE") shall, at the Effective Time, become employees of UFB or UFB BankRichmond County Savings; PROVIDED, respectively; provided, howeverHOWEVER, that in no event shall any of SCCBSouth Jersey's Employees employees be officers of UFB or UFB BankRichmond County Savings, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position in accordance with the bylaws of UFB or UFB BankRichmond County Savings. All of SCCB's the Continuing Employees who remain following the Effective Date shall be employed at the will of UFB or UFB Bank. No Richmond County Savings and no contractual right to employment shall inure to such employees because of this Agreement. Subject to paragraph (e) of this Section 4.13, no employee of SCCB will become a contractual employee of UFB or UFB Bank unless such contract is in writing and executed by the President or Chief Executive Officer of UFB or UFB Bank. (b) Except as provided For purposes of participation and vesting in paragraph (c) of this Section 4.13the Richmond County Savings Bank Employee Stock Ownership Plan, appropriate steps each Continuing Employee shall be taken to terminate all SCCB Employee Plans treated as a new employee of the Effective Time or Richmond County. As soon as promptly as practical thereafter. Except as provided in paragraph (c) of this Section 4.13, immediately administratively practicable following the Effective Time, each Continuing Employee shall be eligible to participate in UFB Employee Plans, on the same basis as any newly- hired employee of UFB or UFB Richmond County Savings Bank (it being understood that inclusion of Continuing Employee in UFB Employee Plans may occur at different times 401(k) Plan with respect to different plans); provided, however, that full credit for prior service with respect to each UFB Employee Plan South Jersey and South Jersey Savings for purposes of determining eligibility to participate and vesting, service with SCCB or SCCB Bank shall be treated as service with UFB or UFB Bank. Such service shall also apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitation with respect to any UFB or UFB Bank welfare benefit plan. (c) As of the Effective Time, Richmond County shall make available employer-provided health and other employee welfare benefit plans to each SCCB Continuing Employee on the same basis as it provides such coverage to Richmond County employees except that any pre-existing condition, eligibility waiting period or other limitations or exclusions otherwise applicable under such plans to new employees shall not apply to a Continuing Employee or their covered dependents who is were covered under a participant in the SCCB 401(k) Plan (the "SCCB 401(k) Plan") shall become fully vested in his or her account balance in the SCCB 401(k) Plan and the SCCB 401(k) Plan will either be merged into the UFB Bank's 401(k) Savings Plan (the "UFB Bank 401(k) Plan") effective as of a date following similar South Jersey plan on the Effective Time selected Date of the Merger. (c) Except as otherwise provided in this Agreement, Richmond County agrees to honor in accordance with their terms all plans, contracts, arrangements, commitments or understandings disclosed in South Jersey's Disclosure Letter, including with respect to benefits which vest or are otherwise accrued or payable as a result of the consummation of the transactions contemplated by UFB Bank orthis Agreement. Set forth in South Jersey's Disclosure Letter in reasonable detail are estimates of the payments and benefits due under South Jersey's employment agreements, if so elected change in control agreements and severance plan. It is intended by UFB Bank, terminated immediately prior to, on, or after Richmond County and South Jersey that the Effective Time. The determination as to whether the SCCB 401(k) Plan procedures and methodologies used in preparing such estimates shall be terminated followed in determining the actual payments or merged into the UFB Bank 401(k) Plan shall be made by UFB Bank. Effective as of the date of the merger of the SCCB 401(k) Plan into the UFB 401(k) Plan or the termination of the SCCB 401(k) Plan (or the Effective Time, if subsequent to benefits due under such termination), SCCB Employees who are then participating in the SCCB 401(k) Plan shall become participants in the UFB Bank 401(k) Planagreements. (d) At or immediately prior to the Effective Time, the SCCB The South Jersey Savings and Loan Association Employee Stock Ownership Plan ("SOUTH JERSEY ESOP") shall be terminated on such terms and conditions as SCCB of, or prior to, the Effective Time. As of the Effective Time, all shares held by the South Jersey ESOP shall determinebe converted in to the right to receive the Merger Consideration. As soon as administratively practicable following the Effective Time, and all outstanding indebtedness of the loan between SCCB and the South Jersey ESOP shall be repaid in full from and the Cash Consideration received for balance remaining with respect to unallocated shares of SCCB Common Stock previously held by the South Jersey ESOP (or, if such amount is insufficient to repay the loan, through the sale of a sufficient number of shares of UFB Common Stock) upon the conversion pursuant to the Merger of such shares of SCCB Common Stock held by the ESOP. Any remaining Cash Consideration or UFB Common Stock received for such unallocated shares after such repayment shall be allocated and distributed to the ESOP accounts of those SCCB or SCCB Bank employees who are South Jersey ESOP participants and beneficiaries (as provided in the "ESOP Participants") in accordance with the terms of the ESOP as amended with respect South Jersey ESOP, subject to such termination and as in effect on the Effective Time. All ESOP Participants shall fully vest and have a nonforfeitable interest in their accounts under the ESOP determined as of the Effective Time. As soon as practicable after the receipt of a favorable determination letter from the IRS and unless otherwise required by applicable law. The South Jersey Savings and Loan Association Money Purchase Pension Plan ("SOUTH JERSEY PENSION PLAN") shall be terminated as of, or prior to, the Effective Time and, subject to receipt of a favorable determination letter from the tax qualified status of the ESOP upon its termination under Section 401(a) and 4975(e) of the CodeIRS, distributions of the benefits under the ESOP shall be made to participants as provided in the ESOP Participants plan. Notwithstanding anything in accordance with this SECTION 4.11(D) to the provisions contrary, distributions may be made to terminated employees of South Jersey or South Jersey Savings as soon as administratively practicable after the ESOPdetermination of final allocations and prior to the receipt of a determination letter from the IRS. (e) All unvested shares South Jersey shall use its best efforts to obtain from each holder of restricted stock awarded under a South Jersey Option and to deliver to Richmond County at or before the SCCB RRP shall, Closing (as of the Effective Time, become vested pursuant defined in SECTION 7.1) an agreement to the terms cancellation of the SCCB RRP and converted into the right to receive the Merger Consideration. At the Effective Time, the SCCB RRP shall be deemed terminatedsuch holder's South Jersey Options in exchange for a cash payment as described in SECTION 1.4. (f) At the Effective Time, UFB Messrs. Colacicco, DiPaolo, Xxxxxxxxxx and Xxxxxxx and Xx. Xxxxx shall enter into an employment each execute a consulting and/or noncompetition agreement with Xxxx X. Xxxxxx, substantially in the form attached hereto as Exhibit C, C containing such terms for --------- each individual as are set forth in consideration for Xx. Xxxxxx'x agreement to the cancellation of his employment agreement and supplemental executive agreement and the waiver of any rights, including the change in control provisions of such agreements and any payments due under such agreements following the Merger or as a result of the MergerSouth Jersey's Disclosure Letter. (g) UFB and UFB Bank The employees of South Jersey Savings shall cause their respective Boards of Directors be paid bonuses for 2000 pursuant to South Jersey's existing bonus program equal to the amounts payable to each such employee as a bonus for 1999 multiplied by a fraction, the numerator of which is the number of days in 2000 through and including the Closing Date and the denominator of which is 366, and such bonuses shall be increased paid at least five business days prior to allow the Closing Date. Set forth in South Jersey's Disclosure Letter is a list of bonuses paid by South Jersey Savings for 1999. (h) Employees of South Jersey Savings shall be entitled to receive payment for accrued but unused vacation days in accordance with South Jersey Savings' past practices, and any accrued but unused vacation days of employees of South Jersey Savings as of the Closing Date shall, at the employee's option, either be paid immediately prior to the Closing Date or taken as vacation time as soon as practicable following the Closing Date. Richmond County acknowledges and agrees that such vacation days shall include days that would otherwise have been accrued by South Jersey or South Jersey Savings on December 31, 2000 prorated for the appointment portion of Xxxxxx X. Xxxxxxxthe calendar year 2000 through the Effective Date. South Jersey's Disclosure Letter sets forth, Xxxx X. XxXxxxxxas of January 1, 2000, the number of earned but unused vacation days for each employee, the dollar amount that would be paid therefor, and Xxxx XxXxxxxx. The term the number of vacation days that each such employee is expected to accrue during 2000. (i) Richmond County agrees that South Jersey Savings may make contributions to the South Jersey ESOP and the South Jersey Savings Pension Plan prorated for Xx. XxXxxxxx on each the portion of the respective boards shall expire in year 2000 through the year 2000Closing Date.

Employees, Directors and Officers. (a) All persons who are employees of SCCB Bank First Savings immediately prior to the Effective Time (SCCB"Bayonne's Employees") and whose employment is not specifically terminated at or prior to the Effective Time (a "Continuing Employee") shall, at the Effective Time, become employees of UFB RCFC or UFB RCFC Bank, respectively; provided, however, that in no event shall any of SCCBBayonne's Employees be officers of UFB RCFC or UFB RCFC Bank, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position in accordance with the bylaws of UFB RCFC or UFB RCFC Bank. All Subject to paragraph (e) of SCCBthis Section 4.13, all of Bayonne's Employees who remain following the Effective Date shall be employed at the will of UFB RCFC or UFB Bank. No RCFC Bank and no contractual right to employment shall inure to such employees because of this Agreement. Subject to Except as provided in paragraph (e) of this Section 4.13, no employee of SCCB Bayonne will become a contractual employee of UFB RCFC or UFB RCFC Bank unless such contract is in writing and executed by the President or Chief Executive Officer of UFB RCFC or UFB RCFC Bank. (b) Except as otherwise provided in paragraph paragraphs (c), (f) and (g) of this Section 4.13, appropriate steps shall be taken to terminate all SCCB Bayonne Employee Plans as of the Effective Time or as promptly as practical thereafter. Except as provided in paragraph (c) of this Section 4.13, immediately following the Effective Time, each Continuing Employee shall be eligible to participate in UFB RCFC Employee Plans, on the same basis as any newly- newly-hired employee of UFB RCFC or UFB RCFC Bank (it being understood that inclusion of Continuing Employee Employees in UFB RCFC Employee Plans may occur at different times with respect to different plans); provided, however, that with respect to each UFB RCFC Employee Plan, other than the Richmond County Savings Bank Employee Stock Ownership Plan (the "RCFC Bank ESOP") and the Retirement Plan of Richmond County Savings Bank in RSI Trust (the "RCFC Bank Retirement Plan"), for purposes of determining eligibility to participate participate, vesting, and vestingentitlement to benefits, service with SCCB Bayonne or SCCB Bank First Savings shall be treated as service with UFB RCFC or UFB RCFC Bank; provided further however, that such service shall not be recognized to the extent such recognition would result in a duplication of benefits. Such service shall also apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitation with respect to any UFB RCFC or UFB RCFC Bank welfare benefit plan. For purposes of determining eligibility to participate, vesting, and entitlement to benefits (including accrual of benefits) under the RCFC Bank ESOP or RCFC Bank Retirement Plan, Continuing Employees shall be treated as newly-hired employees of RCFC or RCFC Bank as of the Effective Date and credit for service shall begin accruing as of that date. (c) As of the Effective Time, each SCCB Bayonne Employee who is a participant in the SCCB Bayonne 401(k) Plan (the "SCCB Bayonne 401(k) Plan") shall become fully vested in his or her account balance in the SCCB Bayonne 401(k) Plan and the SCCB Bayonne 401(k) Plan will either be merged into the UFB Bank's Richmond County Savings Bank 401(k) Savings Plan (the "UFB RCFC Bank 401(k) Plan") effective as of a date following the Effective Time selected by UFB RCFC Bank or, if so elected by UFB RCFC Bank, terminated immediately prior to, on, or after the Effective Time. The determination as to whether the SCCB 401(k) Bayonne Savings Plan shall be terminated or merged into the UFB RCFC Bank 401(k) Plan shall be made by UFB RCFC Bank. Effective as of the date of the merger of the SCCB Bayonne 401(k) Plan into the UFB RCFC 401(k) Plan Plan, if applicable, or the termination of the SCCB Bayonne 401(k) Plan (or the Effective Time, if subsequent to such termination), SCCB if applicable, Bayonne Employees who are then participating in the SCCB Bayonne 401(k) Plan shall become participants in the UFB RCFC Bank 401(k) Plan. (d) At or immediately prior RCFC agrees to honor existing employment agreements, including the change in control provisions of such agreements, between Bayonne and First Savings and certain employees, stock option plans and restricted stock plans, and other benefit plans as set forth in Bayonne's Disclosure Letter (collectively "Employment Agreements") and to the Effective Time, the SCCB Employee Stock Ownership Plan ("ESOP") shall be terminated on such terms and conditions as SCCB shall determine, and the loan between SCCB and the ESOP shall be repaid in full from the Cash Consideration received for unallocated shares payment of SCCB Common Stock held benefits by the ESOP (or, if such amount is insufficient to repay the loan, through the sale of a sufficient number of shares of UFB Common Stock) upon the conversion pursuant to the Merger of such shares of SCCB Common Stock held by the ESOP. Any remaining Cash Consideration or UFB Common Stock received for such unallocated shares after such repayment shall be allocated to the ESOP accounts of those SCCB or SCCB Bank employees who are ESOP participants and beneficiaries (the "ESOP Participants") in accordance with the terms of the ESOP as amended with respect to such termination and as in effect on the Effective Time. All ESOP Participants shall fully vest and have a nonforfeitable interest in their accounts under the ESOP determined Bayonne as of the Effective TimeTime or earlier as agreed to by Bayonne and RCFC under such agreements and plans as described in the Bayonne Disclosure Schedule. As soon as practicable after the receipt of a favorable determination letter from the IRS as to the tax qualified status of the ESOP upon its termination under Section 401(a) and 4975(e) of the Code, distributions of the benefits Payments under the ESOP shall Employment Agreements may be made by Bayonne if so agreed to the ESOP Participants in accordance with the provisions of the ESOPby RCFC. (e) All unvested shares of restricted stock awarded under the SCCB RRP shall, as of the Effective Time, become vested pursuant to the terms of the SCCB RRP and converted into the right to receive the Merger Consideration. At the Effective Time, the SCCB RRP shall be deemed terminated. (f) At the Effective Time, UFB RCFC Bank shall enter into an employment agreement with Xxxx Xxxxxxx X. XxxxxxXxxxx, substantially in the form attached hereto as Exhibit C, in consideration for Xx. Xxxxxx'x agreement D. (f) Prior to the cancellation Effective Time, Bayonne shall terminate the Bayonne ESOP by proper action of his employment agreement the Board of Directors of Bayonne. As soon as administratively practicable after the Effective Time and supplemental executive agreement subject to such conditions as may be necessary to qualify the Merger as a tax-free reorganization, the ESOP shall convert to cash a sufficient number of shares of RCFC Common Stock as may be received by the ESOP with respect to unallocated shares of Bayonne Common Stock held by the ESOP at the Effective Time and apply such cash to the waiver repayment in full of any rights, including the change in control provisions outstanding ESOP indebtedness. Any surplus of RCFC Common Stock remaining after repayment of such agreements and any payments due under such agreements following the Merger or indebtedness shall be allocated as a result investment earnings of the MergerESOP to the accounts of ESOP participants (and, if required, to the accounts of former participants or their beneficiaries) in proportion to their account balances in a manner consistent with the terms of the ESOP Plan document. (g) UFB and UFB Bank Immediately following execution of this Agreement, Bayonne shall take all appropriate steps necessary to "freeze" benefit accruals under the tax- qualified defined benefit plan sponsored by Bayonne. (h) RCFC shall cause their respective Boards its Board of Directors to each be increased to allow for the appointment of Xxxxxx X. Xxxxxxx, Xxxx X. XxXxxxxx, by one member and Xxxx XxXxxxxx. The term for Xx. XxXxxxxx on each of the respective boards shall expire in the year 2000.appoint Xxxxxxx F.

Employees, Directors and Officers. (a) All persons who are employees of SCCB Ironbound Bank immediately prior to the Effective Time (SCCBIronbound's Employees) and whose employment is not specifically terminated at or prior to the Effective Time (a "Continuing Employee") shall, at the Effective Time, become employees of UFB RCFC or UFB RCFC Bank, respectively; provided, however, that in no event shall any of SCCBIronbound's Employees be officers of UFB RCFC or UFB RCFC Bank, or have or exercise any power or duty conferred upon such an officer, unless and until duly elected or appointed to such position in accordance with the bylaws of UFB RCFC or UFB RCFC Bank. All of SCCBIronbound's Employees who remain following the Effective Date shall be employed at the will of UFB RCFC or UFB RCFC Bank. No contractual right to employment shall inure to such employees because of this Agreement. Subject to paragraph (e) of this Section 4.13, no employee of SCCB Ironbound will become a contractual employee of UFB RCFC or UFB RCFC Bank unless such contract is in writing and executed by the President or Chief Executive Officer of UFB RCFC or UFB RCFC Bank. (b) Except as provided in paragraph (c) of this Section 4.13, appropriate steps shall be taken to terminate all SCCB Ironbound Employee Plans as of the Effective Time or as promptly as practical thereafter. Except as provided in paragraph (c) of this Section 4.13, immediately following the Effective Time, each Continuing Employee shall be eligible to participate in UFB RCFC Employee Plans, on the same basis as and subject as are applicable to any newly- newly-hired employee of UFB RCFC or UFB RCFC Bank (it being understood that inclusion of Continuing Employee in UFB RCFC Employee Plans may occur at different times with respect to different plans); provided, however, that with respect to each UFB RCFC Employee Plan, other than the Richmond County Savings Bank Employee Stock Ownership Plan (the "RCFC Bank ESOP") and the Retirement Plan of Richmond County Savings Bank in RSI Trust (the "RCFC Bank Retirement Plan"), for purposes of determining eligibility to participate participate, vesting, and vestingentitlement to benefits, service with SCCB Ironbound or SCCB Ironbound Bank shall be treated as service with UFB RCFC or UFB RCFC Bank; provided further however, that such service shall not be recognized to the extent such recognition would result in a duplication of benefits. Such service shall also apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitation with respect to any UFB RCFC or UFB RCFC Bank welfare benefit plan. For purposes of determining eligibility to participate, vesting, and entitlement to benefits (including accrual of benefits) under the RCFC Bank ESOP or RCFC Bank Retirement Plan, Continuing Employees shall be treated as newly-hired employees of RCFC or RCFC Bank as of the Effective Date and credit for service shall begin accruing as of that date. (c) As of the Effective Time, each SCCB Ironbound Employee who is a participant in the SCCB Ironbound 401(k) Plan (the "SCCB Ironbound 401(k) Plan") shall become fully vested in his or her account balance in the SCCB Ironbound 401(k) Plan and the SCCB Ironbound 401(k) Plan will either be merged into the UFB Bank's Richmond County Savings Bank 401(k) Savings Plan (the "UFB RCFC Bank 401(k) Plan") effective as of a date following the Effective Time selected by UFB RCFC Bank or, if so elected by UFB RCFC Bank, terminated immediately prior to, on, or after the Effective Time. The determination as to whether the SCCB 401(k) Ironbound Savings Plan shall be terminated or merged into the UFB RCFC Bank 401(k) Plan shall be made by UFB RCFC Bank. Effective as of the date of the merger of the SCCB Ironbound 401(k) Plan into the UFB RCFC 401(k) Plan or the termination of the SCCB Ironbound 401(k) Plan (or the Effective Time, if subsequent to such termination), SCCB Ironbound Employees who are then participating in the SCCB Ironbound 401(k) Plan shall become participants in the UFB RCFC Bank 401(k) Plan. (d) At RCFC agrees to honor existing employment agreements, including the change in control provisions of such agreements, between Ironbound and Ironbound Bank and certain employees, stock option plans and restricted stock plans, and other benefit plans as described in Section 4.13 (collectively "Employment Agreements") and to the payment of benefits by Ironbound as of the Effective Time or earlier as agreed to by Ironbound and RCFC under such agreements and plans as such amounts are calculated and disclosed on Disclosure Schedule 4.13(d). Payments under the Employment Agreements shall be made by Ironbound, as set forth in the Ironbound Disclosure Letter, immediately prior to the Effective Time, the SCCB Employee Stock Ownership Plan ("ESOP") shall be terminated on such terms and conditions as SCCB shall determine, and the loan between SCCB and the ESOP shall be repaid in full from the Cash Consideration received for unallocated shares of SCCB Common Stock held by the ESOP (or, if such amount is insufficient to repay the loan, through the sale of a sufficient number of shares of UFB Common Stock) upon the conversion pursuant to the Merger of such shares of SCCB Common Stock held by the ESOP. Any remaining Cash Consideration or UFB Common Stock received for such unallocated shares after such repayment shall be allocated to the ESOP accounts of those SCCB or SCCB Bank employees who are ESOP participants and beneficiaries (the "ESOP Participants") in accordance with the terms of the ESOP as amended with respect to such termination and as in effect on the Effective Time. All ESOP Participants shall fully vest and have a nonforfeitable interest in their accounts under the ESOP determined as of the Effective Time. As soon as practicable after the receipt of a favorable determination letter from the IRS as to the tax qualified status of the ESOP upon its termination under Section 401(a) and 4975(e) of the Code, distributions of the benefits under the ESOP shall be made to the ESOP Participants in accordance with the provisions of the ESOPTime . (e) All unvested shares of restricted stock awarded under the SCCB RRP shall, as of the Effective Time, become vested pursuant to the terms of the SCCB RRP and converted into the right to receive the Merger Consideration. At the Effective Time, the SCCB RRP shall be deemed terminated. (f) At the Effective Time, UFB RCFC Bank shall enter into an employment agreement with Xxxx Xxxxxxx X. XxxxxxXxxxxxxxx and Xxxxxx Xxxx, substantially in the form attached hereto as Exhibit C, in consideration for Xx. Xxxxxx'x agreement to the cancellation of his employment agreement and supplemental executive agreement and the waiver of any rights, including the change in control provisions of such agreements and any payments due under such agreements following the Merger or as a result of the Merger. (g) UFB and UFB Bank shall cause their respective Boards of Directors to each be increased to allow for the appointment of Xxxxxx X. Xxxxxxx, Xxxx X. XxXxxxxx, and Xxxx XxXxxxxx. The term for Xx. XxXxxxxx on each of the respective boards shall expire in the year 2000.D.