Common use of Employees; Employee Benefit Matters Clause in Contracts

Employees; Employee Benefit Matters. (a) Concurrently with the execution of this Agreement, each of the individuals set forth on Schedule 5.15(a) shall have delivered to Parent an ---------------- executed Management Continuity Agreement in the form of Exhibit D attached --------- hereto. (b) If required by Parent in writing delivered to Company not less than five (5) business days before Closing, Company shall, on or before the day immediately prior to the Closing Date, terminate the Company 401(k) Plan (the "Plan") and no further contributions shall be made to the Plan. Company shall provide to Parent (i) certified copies of resolutions adopted by the Board of Directors of Company authorizing the termination and (ii) an executed amendment to the Plan in form and substance reasonably satisfactory to Parent to conform the plan document for the Plan with all applicable requirements of the Code and regulations thereunder relating to the tax-qualified status of the Plan. (c) To the extent permissible under the applicable provisions of the Code and ERISA and the terms of any employee benefit plans sponsored or maintained by Parent or its Subsidiaries, (i) for purposes of crediting periods of service for eligibility to participate and vesting, employees of Company and its Subsidiaries shall receive full credit for purposes of eligibility and vesting, and periods of service with Company and any Subsidiary before the Effective Time shall be treated as if such service had been with Parent and (ii) individuals who are employees of Company or any of its Subsidiaries at the Effective Time and who become employees of Parent or any Subsidiary thereof shall be eligible to participate in any employee benefit plan (within the meaning of ERISA Section 3(3)) (except for the Parent 401(k) Plan and Parent Stock Option Plans) maintained by Parent or any Subsidiary thereof on the same terms and conditions as apply generally to other employees of Parent or any of its Subsidiaries. (d) Parent will or will cause the Surviving Corporation or Telebank to offer a position of at-will employment on Parent's customary employment terms (except to the extent Management Continuity Agreements in the form of Exhibit D are in effect) to each of Company's and its Subsidiaries' personnel as of the Effective Time at their existing employment location as of the Effective Time. (e) Company agrees to use commercially reasonable efforts to cause each of its employees and officers to enter into proprietary information agreements, in substantially the form previously provided by Parent to Company, as soon as practicable.

Employees; Employee Benefit Matters. (a) Concurrently with Upon the execution of this AgreementClosing, each Company and Company Subsidiary shall automatically cease to be participating employers in any Company Benefits Plans not solely maintained by Company and Company Subsidiary. Sellers shall take (or cause the Company or Company Subsidiary, as applicable, to take) all actions necessary to terminate, effective as of the individuals set forth on Schedule 5.15(aday immediately prior to, and conditioned upon, the Closing Date, all employee benefit plans (including any tax-qualified retirement plan) sponsored or maintained by the Company or Company Subsidiary. Following the Closing Date, Purchaser shall have delivered maintain or cause to Parent an ---------------- executed Management Continuity Agreement be maintained compensation opportunities, tax-qualified retirement plans, and welfare plans for the benefit of employees who are actively employed by Company and Company Subsidiary as of the Closing Date (“Covered Employees”) which, in the form aggregate, are generally substantially comparable to those compensation opportunities and other employee tax-qualified retirement and welfare benefits that are made available to similarly situated employees of Exhibit D attached --------- heretoPurchaser or its Subsidiaries as applicable. (b) If required by Parent For purposes of their participation in writing delivered the employee benefit plans, arrangements and agreements of Purchaser (the “Purchaser Benefit Plans”), Purchaser shall credit each Covered Employee of Company and Company Subsidiary with full credit for all service credited under the Company Benefit Plans (including service with Company prior to the Closing Date and, where applicable, service with prior or predecessor employers to the extent credit is given for such service under the Company Benefit Plans) for purposes of eligibility to participate and receive benefits, for purposes of vesting and, except under defined benefit pension plans or other benefit plans under which the crediting of such service would result in duplication of benefits, for purposes of benefit accruals. With respect to Purchaser Benefit Plans that are welfare benefit plans, Purchaser shall use commercially reasonable efforts (i) to cause any such plan to waive any pre-existing condition exclusions and actively-at-work requirements thereunder with respect to the Covered Employees and their eligible dependents (to the extent waived under the applicable Company welfare benefit plan) and (ii) to permit Covered Employees to participate in any such plan, as of the Closing Date, subject to and contingent on the approval of Purchaser’s insurers. Purchaser will take commercially reasonable efforts to permit Covered Employees to make eligible rollover contributions in cash and with respect to loans, if any, in loan notes evidencing loans to such Covered Employee as of the date of distribution, to a Purchaser Benefit Plan that is a tax-qualified defined contribution plan. (c) Purchaser shall cause Company to honor all written contractual obligations of Company and Company Subsidiary to their respective current and former employees, directors and independent contractors, including, but not less than five limited to, all obligations under employment, severance and consulting plans and arrangements; provided that nothing herein shall limit the right of Purchaser or any of its Subsidiaries to terminate any particular plan or agreement in accordance with its terms. Without limiting the generality of the foregoing: in the event Purchaser terminates the employment of any employee of Company or Company Subsidiary prior to February 29, 2012, Purchaser will provide such employee with severance and other post-termination benefits with an aggregate value at least equal to those for which such employee would have been eligible to such employee from Company or Company Subsidiary (5as the case may be) business days before Closing, Company shall, on or before the day if such termination had occurred immediately prior to the Closing Date, terminate the Company 401(k) Plan (the "Plan") and in no further contributions shall be made to the Plan. Company shall provide to Parent (i) certified copies of resolutions adopted by the Board of Directors of Company authorizing the termination and (ii) an executed amendment to the Plan in form and substance reasonably satisfactory to Parent to conform the plan document for the Plan event with all applicable requirements of the Code and regulations thereunder relating to the tax-qualified status of the Plan. (c) To the extent permissible under the applicable provisions of the Code and ERISA and the terms severance less than three months of any employee benefit plans sponsored or maintained by Parent or its Subsidiaries, (i) for purposes of crediting periods of service for eligibility to participate and vesting, employees of Company and its Subsidiaries shall receive full credit for purposes of eligibility and vesting, and periods of service with Company and any Subsidiary before the Effective Time shall be treated as if such service had been with Parent and (ii) individuals who are employees of Company or any of its Subsidiaries at the Effective Time and who become employees of Parent or any Subsidiary thereof shall be eligible to participate in any employee benefit plan (within the meaning of ERISA Section 3(3)) (except for the Parent 401(k) Plan and Parent Stock Option Plans) maintained by Parent or any Subsidiary thereof on the same terms and conditions as apply generally to other employees of Parent or any of its Subsidiariesemployee’s base pay. (d) Parent will No provision of this Agreement shall create any third party beneficiary or will cause the Surviving Corporation other right in any Person (including any Covered Employee or Telebank to offer a position any beneficiary or dependent thereof) in respect of at-will continued employment on Parent's customary employment terms (except to the extent Management Continuity Agreements in the form of Exhibit D are in effector resumed employment) to each of Company's and its Subsidiaries' personnel as of the Effective Time at their existing employment location as of the Effective Time. (e) Company agrees to use commercially reasonable efforts to cause each with either Purchaser or any of its employees Affiliates, and officers to enter into proprietary information agreementsno provision of this Agreement shall create any such rights in any such Persons in respect of any benefits that may be provided, in substantially the form previously provided by Parent to Companydirectly or indirectly, as soon as practicableunder any Purchaser Benefit Plan.

Employees; Employee Benefit Matters. (a) Concurrently with Following the execution Closing Date, Purchaser shall provide such employee benefit plans for the benefit of this Agreement, each employees who are actively employed by the Company and its Subsidiaries as of the individuals set forth Closing Date (“Covered Employees”) on Schedule 5.15(a) shall have delivered to Parent an ---------------- executed Management Continuity Agreement terms that are substantially similar, in the form of Exhibit D attached --------- heretoaggregate, to the employee benefit plans Purchaser provides to its own employees. (b) If required by Parent in writing delivered to Company not less than five (5) business days before Closing, Company shall, on or before the day immediately prior Prior to the Closing Date, the Company shall terminate the Company 401(k) Plan (the "Plan") and no further contributions shall be made to the Plan. Company shall provide to Parent (i) certified copies of resolutions , by resolution adopted by the Company’s Board of Directors of reasonably acceptable to Purchaser, and simultaneously amend the Company authorizing the termination and (ii401(k) an executed amendment Plan to the Plan in form and substance reasonably satisfactory extent necessary to Parent to conform the plan document for the Plan comply with all applicable requirements of the Code and regulations thereunder relating laws to the tax-qualified status of extent not previously amended. Such termination shall provide that all participants in the Company 401(k) Plan shall be fully vested in their account balances under the Company 401(k) Plan. (c) To the extent permissible under the applicable provisions For purposes of the Code and ERISA and the terms of any their participation in employee benefit plans sponsored of Purchaser (the “Purchaser Benefit Plans”), Purchaser shall credit each Covered Employee of Company and each of its Subsidiaries with full credit for all service credited under the Company Benefit Plans (including service with Company prior to the Closing Date and, where applicable, service with prior or maintained by Parent or its Subsidiaries, (ipredecessor employers to the extent credit is given for such service under the Company Benefit Plans) for purposes of crediting periods of service for eligibility to participate and vesting. With respect to Purchaser Benefit Plans that are welfare benefit plans, employees of Company and its Subsidiaries Purchaser shall receive full credit for purposes of eligibility and vesting, and periods of service with Company and any Subsidiary before the Effective Time shall be treated as if such service had been with Parent and (ii) individuals who are employees of Company or any of its Subsidiaries at the Effective Time and who become employees of Parent or any Subsidiary thereof shall be eligible to participate in any employee benefit plan (within the meaning of ERISA Section 3(3)) (except for the Parent 401(k) Plan and Parent Stock Option Plans) maintained by Parent or any Subsidiary thereof on the same terms and conditions as apply generally to other employees of Parent or any of its Subsidiaries. (d) Parent will or will cause the Surviving Corporation or Telebank to offer a position of at-will employment on Parent's customary employment terms (except to the extent Management Continuity Agreements in the form of Exhibit D are in effect) to each of Company's and its Subsidiaries' personnel as of the Effective Time at their existing employment location as of the Effective Time. (e) Company agrees to use commercially reasonable efforts to cause each any such plan to waive any pre-existing condition exclusions thereunder with respect to the Covered Employees and their eligible dependents (to the extent waived under the applicable Company Benefit Plans that are Welfare Plans). (d) Purchaser shall cause Company to honor all written contractual obligations of Company and its Subsidiaries to their respective current and former employees, directors and independent contractors, including, but not limited to, all obligations under employment, severance and consulting plans and arrangements; provided that nothing herein shall limit the right of Purchaser or any of its Subsidiaries to terminate any particular plan or agreement in accordance with its terms. Without limiting the generality of the foregoing, Purchaser shall cause Company to continue and honor the Company’s discretionary bonus program for 2010, consistent with past practice, up to the amounts accrued or otherwise reserved for on the Closing Balance Sheet, including, but not limited to, the standards and timing for eligibility to participate, calculation of the bonus amount, and the time and manner of payment. All such bonus amounts shall be paid in full consistent with past practices to all such eligible employees and officers to enter into proprietary information agreements, in substantially who are employed by the form previously provided by Parent to Company, Company as soon as practicableof the Closing Date.

Employees; Employee Benefit Matters. (a) Concurrently For a period of one (1) year following the Effective Time, Parent shall provide, or shall cause to be provided, to each current and former employee of the Company and its Subsidiaries (each, a “Company Employee” and together, the “Company Employees”) compensation and benefits that are no less favorable, in the aggregate, to such Company Employee than the compensation and benefits provided to such Company Employee immediately before the Effective Time. Notwithstanding any other provision of this Agreement to the contrary, (A) Parent shall or shall cause the Surviving Corporation to provide Company Employees whose employment terminates during the one-year period following the Effective Time with the execution of this Agreementsame severance benefits as are currently provided under the Company’s existing severance plan or policy and (B) during such one-year period following the Effective Time, each of severance benefits offered to Company Employees shall be determined without taking into account any reduction after the individuals set forth on Schedule 5.15(a) shall have delivered Effective Time in compensation paid to Parent an ---------------- executed Management Continuity Agreement in the form of Exhibit D attached --------- heretoCompany Employees. (b) If required by For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Parent in writing delivered and its Subsidiaries providing benefits to any Company not less than five Employees after the Effective Time (5) business days before Closingthe “New Plans”), each Company shall, on Employee shall be credited with his or her years of service with the Company and its Subsidiaries and their respective predecessors before the day Effective Time, to the same extent as such Company Employee was entitled, before the Effective Time, to credit for such service under any similar Company employee benefit plan in which such Company Employee participated or was eligible to participate immediately prior to the Closing DateEffective Time, terminate provided that the foregoing shall not apply with respect to (x) benefit accrual under any defined benefit pension plan, (y) benefit accrual or eligibility under any post retirement health or welfare plan or (z) to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, (i) each Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a Company Benefit Plan in which such Company Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee (other than the health care flexible spending accounts benefits, which are addressed in clause (iii) below), Parent shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless such conditions would not have been waived under the comparable Old Plans of the Company 401(kor its Subsidiaries in which such employee participated immediately prior to the Effective Time and Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan and (iii) for purposes of each New Plan (providing health care flexible spending account benefits or dependent care flexible spending account benefits to any Company Employee, Parent shall take into account the "Plan") contributions of such Company Employee and no further contributions shall reimbursements received by such Company Employee under the Old Plan for the plan year in which the employee’s participation in the New Plan commences for purposes of determining the reimbursements that may be made to such employee under the Plan. Company shall provide to Parent (i) certified copies of resolutions adopted by the Board of Directors of Company authorizing the termination and (ii) an executed amendment to the New Plan in form and substance reasonably satisfactory to Parent to conform for the plan document year in which such employee’s participation in the New Plan commences; provided, however, that if the Old Plan and New Plan do not operate on the same plan year, the Company Employee’s participation in each Old Plan providing health care flexible spending account benefits or dependent care flexible spending account benefits shall continue for the Plan with all applicable requirements remainder of the Code current plan year and regulations thereunder relating such Company Employees will be eligible to participate in each New Plan providing health care flexible spending account benefits or dependent care flexible spending account benefits after the tax-qualified status close of the Plancurrent plan year. (c) To the extent permissible under the applicable provisions of the Code and ERISA and the terms of any employee benefit plans sponsored or maintained by Parent or its Subsidiaries, (i) for purposes of crediting periods of service for eligibility Immediately prior to participate and vesting, employees of Company and its Subsidiaries shall receive full credit for purposes of eligibility and vesting, and periods of service with Company and any Subsidiary before the Effective Time Time, the Company shall be treated pay to each Company Employee employed as if such service had been with Parent and (ii) individuals who are employees of Company or any of its Subsidiaries at immediately prior to the Effective Time and who become employees of Parent or any Subsidiary thereof shall be eligible to participate then participating in any employee benefit plan (within the meaning of ERISA Section 3(3)) (except Chaparral Steel Company Three Year Incentive Plan for the Parent 401(kThree Consecutive Fiscal Year Periods Ending May 31, 2008 (Non-Executive) Plan a payment equal to the product of (x) 140% of each participant’s annual base salary as in effect immediately prior to the Effective Time and Parent Stock Option Plans(y) maintained by Parent or any Subsidiary thereof on a fraction, the same terms numerator of which shall equal the number of days commencing with and conditions as apply generally to other employees including July 29, 2005 through and including the Effective Time and the denominator of Parent or any of its Subsidiarieswhich is 1,096. (d) Parent will or will cause the Surviving Corporation or Telebank to offer a position of at-will employment on Parent's customary employment terms (except Immediately prior to the extent Management Continuity Agreements in Effective Time, the form of Exhibit D are in effect) Company shall pay to each of Company's and its Subsidiaries' personnel Company Employee employed as of immediately prior to the Effective Time at their existing employment location as and then party to a 2008 Annual Incentive Award Agreement pursuant to the Chaparral Steel Company 2006 Omnibus Incentive Plan (Fiscal Year 2008) or participating in the Chaparral Steel Company Senior Management Annual Incentive Plan (Fiscal Year 2008) or the Chaparral Steel Company ROA Annual Incentive Plan (Fiscal Year 2008) (together, the “2008 Incentive Programs”) a payment equal to the product of (x) the greater of (A) the Company Employee’s award under the comparable agreement or plan for fiscal year 2007 and (B) the Company Employee’s entitlement under the applicable 2008 Incentive Program determined in good faith by the Company based on the Company’s actual performance through the end of the last full month immediately preceding the Effective Time, extrapolated on a straight line basis, in order to establish a full year performance measure and a full year incentive award and (y) a fraction, the numerator of which shall equal the number of days commencing with and including June 1, 2007 through and including the Effective Time and the denominator of which is 365. (e) The Company agrees shall continue to use commercially reasonable efforts pay monthly and quarterly cash bonuses to cause each Company Employees participating in the Company’s Fiscal Year 2008 Production & Maintenance Incentive Plan (Texas) or Fiscal Year 2008 Production & Maintenance Incentive Plan (Virginia) in the ordinary course of its employees business consistent with past practice. (f) This Agreement shall inure exclusively to the benefit of and officers be binding upon the parties hereto and their respective successors, assigns, executors and legal representatives. Nothing in this Section 5.7(f), express or implied, is intended to enter into proprietary information agreementsconfer on any person other than the parties hereto or their respective successors and assigns any rights, in substantially the form previously provided remedies, obligations or liabilities under or by Parent reason of this Agreement. Nothing contained herein is intended to Companyamend, as soon as practicablenor shall it amend, any (i) Company Benefit Plan or (ii) similar plan, policy or arrangement of Parent.

Employees; Employee Benefit Matters. (a) Concurrently with the execution of this Agreement, each of the individuals set forth on Schedule 5.15(a) shall have delivered to Parent an ---------------- executed Management Continuity Agreement in the form of Exhibit D attached --------- hereto. (b) If required by Parent in writing delivered to Company not less than five (5) business days before Closing, Company shall, on or before the day immediately prior to the Closing Date, terminate the Company 401(k) Plan (the "Plan") and no further contributions shall be made to the Plan. Company shall provide to Parent (i) certified copies of resolutions adopted by the Board of Directors of Company authorizing the termination and (ii) an executed amendment to the Plan in form and substance reasonably satisfactory to Parent to conform the plan document for the Plan with all applicable requirements of the Code and regulations thereunder relating to the tax-qualified status of the Plan. (c) To the extent permissible under the applicable provisions of the Code and ERISA and the terms of any applicable employee benefit plans sponsored or maintained by Parent or its SubsidiariesSubsidiaries other than any Company Employee Plan sponsored solely by the Target Companies, (i) for purposes of crediting periods of service for eligibility to participate and vestingvesting (but not with respect to accruals), employees of each Target Company and its their Subsidiaries shall receive full credit for purposes of eligibility and vesting, and periods of service with Company and any Subsidiary before the Effective Time shall be treated as if such service had been with Parent and (ii) as of the Closing, individuals who are employees of a Target Company or any of its their respective Subsidiaries at the Effective Time and who become employees of Parent or any Subsidiary thereof of Parent shall be eligible to participate in any employee benefit plan plans (within the meaning of ERISA Section 3(3)) (except for the Parent 401(k) Plan and Parent Stock Option Plans) maintained by Parent or any Subsidiary thereof on substantially the same terms and conditions as apply generally to other similarly situated employees of Parent or any of its Subsidiaries. (db) Parent will or will The Company shall cause the Surviving Corporation account of each employee of the Company or Telebank to offer a position Target Company or any of at-will employment on Parent's customary employment terms (except to the extent Management Continuity Agreements in the form of Exhibit D are in effect) to each of Company's and its Subsidiaries' personnel as of their respective Subsidiaries at the Effective Time at their existing employment location who become employees of Parent or any Subsidiary of Parent (a “Continuing Employee”) under the Xxxxxxxxxx.xxx 401k plan (the “401k Plan”) (i) to be fully vested as of the Effective Time, and (ii) to receive any employer contributions (matching and profit sharing) for the plan year in which the Effective Time occurs on a pro-rata basis (based on compensation earned prior to the Effective Time) without regard to any requirement under the 401k Plan that the employee be employed on any particular date or complete any period of service in order to receive such contribution. The Company will cause the 401k Plan to permit each Continuing Employees to elect at any time after the Effective Time to receive distributions (including direct rollovers) of their accounts under the 401k Plan. (e) Company agrees to use commercially reasonable efforts to cause each of its employees and officers to enter into proprietary information agreements, in substantially the form previously provided by Parent to Company, as soon as practicable.

Employees; Employee Benefit Matters. (a) Concurrently with Prior to the execution of this AgreementClosing Date, the Company will take such action as is necessary to terminate its 401(k) Plan (the “Company 401(k) Plan”) and also will take all necessary action to ensure that each employee of the individuals set forth on Schedule 5.15(aCompany or any of its Subsidiaries is fully vested in his or her account balance under the Company 401(k) Plan. As soon as practicable following IRS approval of the termination of the Company 401(k) Plan, the assets thereof shall have delivered be distributed and Parent shall permit the employees of the Company employed by the Surviving Corporation to Parent an ---------------- executed Management Continuity Agreement roll any eligible rollover distributions (and loans under the Company’s 401(k) Plan) over into Parent’s 401(k) Plan. Employees of the Company shall be eligible as of the Effective Time to participate in the form of Exhibit D attached --------- heretoParent’s 401(k) Plan. (b) If required by Parent in writing delivered to Company not less than five (5) business days before Closing, Company shall, on or before the day immediately prior to the Closing Date, terminate and the Company 401(k) Plan (the "Plan") and no further contributions shall be made agree to the Plan. Company shall provide to Parent (i) certified copies of resolutions adopted by the Board of Directors of Company authorizing the termination and (ii) an executed amendment to the Plan in form and substance reasonably satisfactory to Parent to conform the plan document for the Plan with all applicable requirements of the Code and regulations thereunder relating to the tax-qualified status of the Plancertain employee matters set forth on Schedule 6.6(b). (c) To Except as provided on Schedule 6.6(c), for purposes of their participation in the extent permissible under the applicable provisions of the Code and ERISA and the terms of any employee benefit plans sponsored of Parent, Parent shall credit each Company employee with full credit for all service credited under each applicable Company Benefit Plan (including service with the Company and, where applicable, service with prior or maintained by Parent or its Subsidiaries, (ipredecessor employers to the extent credit is given for such service under each applicable Company Benefit Plan) for purposes of crediting periods of service for eligibility to participate and vesting, employees of Company and its Subsidiaries shall receive full credit benefits for purposes of eligibility vesting and vestingfor purposes of benefit accruals (except where it would result in a duplication of benefits). With respect to the Company’s health, dental and periods of service vision benefit plans, Parent shall cause any such plan to waive any pre-existing condition exclusions and actively-at-work requirements under such plans with respect to the Company employees and their eligible dependents (to the extent waived under the corresponding Company welfare benefit plan) and ensure that any Subsidiary covered expenses incurred on or before the Effective Time shall be treated as if such service had been with Parent taken into account for purposes of satisfying applicable deductible, coinsurance and (ii) individuals who are employees of Company or any of its Subsidiaries at maximum out-of-pocket provisions after the Effective Time and who become to the extent that such expenses are taken into account for similarly situated employees of Parent or any Subsidiary thereof shall be eligible to participate in any employee benefit plan (within the meaning of ERISA Section 3(3)) (except for the Parent 401(k) Plan and Parent Stock Option Plans) maintained by Parent or any Subsidiary thereof on the same terms and conditions as apply generally to other employees of Parent or any of its SubsidiariesParent. (d) Parent will shall, or will shall cause the Company to, honor all written contractual obligations of the Company and its affiliates to their respective current and former employees, directors and independent contractors, including, but not limited to, all obligations under employment, severance and consulting plans and arrangements and under all other Company Benefit Plans. (e) Except as provided on Schedule 6.6(e), Parent shall provide to employees of the Surviving Corporation or Telebank to offer a position of at-will employment on Parent's customary employment terms (except i) employee benefits that are no less favorable in the aggregate to the extent Management Continuity Agreements in employee benefits provided to similarly-situated employees of Schwab Capital Markets, provided, that with respect to employee benefit plans only, Parent may satisfy its obligations under this clause (i) for a transition period following the form of Exhibit D Effective Date, by providing benefits pursuant to such employee benefit plans that are in effect) no less favorable than the benefits provided to each of Company's and its Subsidiaries' personnel as of such employees pursuant to the Company Employee Benefit Plans immediately prior to the Effective Time at their existing employment location as of and (ii) base salaries and incentive compensation opportunities that are no less favorable in the aggregate to the base salaries and incentive compensation opportunities provided to such employees immediately prior to the Effective Time. (ef) Except as otherwise provided in this Agreement, nothing in this Section 6.6 shall be interpreted as preventing the Surviving Corporation from amending, modifying or terminating any Parent benefit plans, Company agrees to use commercially reasonable efforts to cause each of its employees and officers to enter into proprietary information agreementsBenefit Plans, or other employee benefit plans, contracts, arrangements, commitments or understandings, in substantially the form previously provided by Parent to Company, as soon as practicableaccordance with their terms and applicable law.

Employees; Employee Benefit Matters. (a) Concurrently with the execution of this Agreement, each of the individuals set forth on Schedule 5.15(a) shall have delivered to Parent an ---------------- executed Management Continuity Agreement in the form of Exhibit D attached --------- hereto. (b) If required by Parent in writing delivered to Company not less than five (5) business days before Closing, Company shall, on or before the day immediately prior to the Closing Date, terminate the Company 401(k) Plan (the "Plan") and no further contributions shall be made to the Plan. Company shall provide to Parent (i) certified copies of resolutions adopted by the Board of Directors of Company authorizing the termination and (ii) an executed amendment to the Plan in form and substance reasonably satisfactory to Parent to conform the plan document for the Plan with all applicable requirements of the Code and regulations thereunder relating to the tax-qualified status of the Plan. (c) To the extent permissible under the applicable provisions of the Code and ERISA and the terms of any employee benefit plans sponsored or maintained by Parent or its Subsidiaries, (i) for purposes of crediting periods of service for eligibility to participate and vesting, employees of Company and its Subsidiaries shall receive full credit for purposes of eligibility and vesting, and periods of service with Company and any Subsidiary before the Effective Time shall be treated as if such service had been with Parent and (ii) individuals who are employees of Company or any of its Subsidiaries at the Effective Time and who become employees of Parent or any Subsidiary thereof shall be eligible to participate in any employee benefit plan (within the meaning of ERISA Section 3(3)) (except for the Parent 401(k) Plan and Parent Stock Option Plans) maintained by Parent or any Subsidiary thereof on the same terms and conditions as apply generally to other employees of Parent or any of its Subsidiaries. (d) Parent will or will cause the Surviving Corporation or Telebank to offer a position of at-will employment on Parent's customary employment terms (except to the extent Management Continuity Agreements in the form of Exhibit D are in effect) to each of Company's and its Subsidiaries' personnel as of the Effective Time at their existing employment location as of the Effective Time. (e) Company agrees to use commercially reasonable efforts to cause each of its employees and officers to enter into proprietary information agreements, in substantially the form previously provided by Parent to Company, as soon as practicable.

Employees; Employee Benefit Matters. (a) Concurrently with For a transition period not to exceed one year following the execution Effective Time, Parent shall, or shall cause its applicable Subsidiaries to, provide those individuals employed by the Company or one of this Agreement, each its Subsidiaries as of the individuals set forth on Schedule 5.15(aEffective Time (collectively, the "Covered Employees") shall have delivered to Parent an ---------------- executed Management Continuity Agreement with base salaries and other compensation opportunities and benefits (other than stock options and other equity based plans) no less favorable, in the form aggregate, to the base salaries and other compensation opportunities and benefits provided to the Covered Employees immediately prior to the Effective Time. Following such transition period, Parent shall, or shall cause its applicable Subsidiaries to, provide such Covered Employees with base salaries and other compensation opportunities and benefits substantially comparable, in the aggregate, to the base salaries and other compensation opportunities and benefits (other than stock options and other equity based plans) provided to employees similarly situated to such Covered Employees of Exhibit D attached --------- heretoPopular Financial Holdings, Inc. and its Subsidiaries. For the avoidance of doubt, nothing herein shall limit the right of Parent or any of its Subsidiaries to terminate the employment of any Covered Employee at any time or require Parent or any of its Subsidiaries to maintain any particular compensation or benefit program. (b) If required by Parent in writing delivered to Company not less than five (5) business days before Closing, Company shall, on or before the day immediately prior to the Closing Date, terminate the Company 401(k) Plan (the "Plan") and no further contributions shall be made to the Plan. Company shall provide to Parent (i) certified copies of resolutions adopted by the Board of Directors of Company authorizing the termination and (ii) an executed amendment to the Plan in form and substance reasonably satisfactory to Parent to conform the plan document for the Plan with all applicable requirements of the Code and regulations thereunder relating to the tax-qualified status of the Plan. (c) To the extent permissible under the applicable provisions of the Code and ERISA and the terms of any employee that a Covered Employee becomes eligible to participate in a compensation or benefit plans sponsored or plan maintained by Parent or any of its Subsidiaries, other than those of the Company or its Subsidiaries, Parent shall cause such employee benefit plan to (i) recognize the service of such Covered Employee with the Company or its Subsidiaries (and their respective predecessors) for purposes of crediting periods eligibility, vesting and benefit accrual (other than under any "final average pay" defined benefit pension plan) under such compensation or benefit plan of service for eligibility to participate and vesting, employees of Company and its Subsidiaries shall receive full credit for purposes of eligibility and vesting, and periods of service with Company and any Subsidiary before the Effective Time shall be treated as if such service had been with Parent and (ii) individuals who are employees of Company or any of its Subsidiaries at to the same extent such service was recognized immediately prior to the Effective Time under a comparable Company Benefit Plan in which such Covered Employee was a participant immediately prior to the Effective Time or, if there is no such comparable benefit plan, to the same extent such service was recognized under the Company's 401(k) Plan immediately prior to the Effective Time, PROVIDED that such recognition of service shall not operate to duplicate any benefits with respect to the Covered Employee, and who become employees (ii) with respect to any health, dental or vision plan of Parent or any Subsidiary thereof shall be of its Subsidiaries (other than the Company and its Subsidiaries) in which any Covered Employee is eligible to participate in the plan year that includes the year in which such Covered Employee is eligible to participate, (x) cause any employee benefit plan (within the meaning of ERISA Section 3(3)) (except for the Parent 401(k) Plan and Parent Stock Option Plans) maintained by pre-existing condition limitations under such Parent or Subsidiary plan to be waived with respect to such Covered Employee to the extent such limitation would have been waived or satisfied under the Company Benefit Plan in which such Covered Employee participated immediately prior to such eligibility, and (y) recognize any Subsidiary thereof medical or other health expenses incurred by such Covered Employee in the year that includes the date on the same terms which such Covered Employee becomes eligible to participate for purposes of any applicable deductible and conditions as apply generally to other employees annual out-of-pocket expense requirements under any such health, dental or vision plan of Parent or any of its Subsidiaries. (c) Parent shall, or shall cause the Company to, honor all written contractual obligations of the Company and its Subsidiaries to their respective current and former employees, directors and independent contractors, including, but not limited to, all obligations under employment, severance and consulting plans and arrangements and under all Company Employee Benefit Plans, if applicable. (d) Prior to the Effective Time, if requested by Parent will in writing, subject to applicable law and the terms of the applicable plan the Company shall take all actions necessary to terminate the Company's 401(k) Plan and all Company employee benefit plans effective immediately prior to or will simultaneous with the Effective Time. Prior to the Effective Time, if requested by Parent in writing, to the extent permitted by applicable Laws and Regulations and the terms of the applicable plan or arrangement, the Company shall cause to be amended the employee benefit plans and arrangements of it and its Subsidiaries to the extent necessary to provide that no employees of Parent and its Subsidiaries shall commence to participate therein following the Effective Time unless the Surviving Corporation or Telebank such Subsidiary explicitly authorizes such participation. In addition, prior to offer a position of at-will employment on Parent's customary employment terms (except the Effective Time, to the extent Management Continuity Agreements in permitted by applicable Laws and Regulations and the form terms of Exhibit D are in effect) the applicable plan or arrangement, Parent shall cause to each be amended, or take any actions that Parent deems appropriate, the employee benefit plans and arrangements of Company's it and its Subsidiaries' personnel as Subsidiaries to the extent necessary to provide that no employees of the Company and its Subsidiaries shall commence to participate therein following the Effective Time at their existing employment location as of the Effective Timeunless Parent or such Subsidiary explicitly authorizes such participation. (e) Nothing in this Section 5.6 shall be interpreted as preventing the Surviving Corporation from amending, modifying or terminating any Parent benefit plans, Company agrees to use commercially reasonable efforts to cause each of its employees and officers to enter into proprietary information agreementsBenefit Plans, or other employee benefit plans, contracts, arrangements, commitments or understandings, in substantially the form previously provided by Parent to Company, as soon as practicableaccordance with their terms and applicable Laws and Regulations.

Employees; Employee Benefit Matters. (a) Concurrently Effective as of immediately prior to the Closing, at Company’s request, Neurotrope shall terminate, in compliance with applicable Legal Requirements, the execution employment of this Agreementany employee of Neurotrope as requested by Company. Neurotrope shall be responsible for the payment of all final payments, wages, salary and benefits and other remuneration, including, any severance, bonus, accrued vacation, payment in lieu of notice period and vacation pay or other payments or amounts due to such employees, whether under Legal Requirements or Contract with respect to their services as employees of Neurotrope and the termination of their employment, and all such payments shall be made to each of such employee prior to the individuals set forth on Schedule 5.15(a) shall have delivered to Parent an ---------------- executed Management Continuity Agreement in the form of Exhibit D attached --------- heretoClosing and be considered Transaction Costs. (b) If required by Parent in writing delivered For purposes of vesting, eligibility to Company not less than five (5) business days before Closingparticipate, Company shall, on or before the day immediately prior to the Closing Date, terminate the Company 401(k) Plan (the "Plan") and no further contributions shall be made to the Plan. Company shall provide to Parent (i) certified copies level of resolutions adopted by the Board of Directors of Company authorizing the termination and (ii) an executed amendment to the Plan in form and substance reasonably satisfactory to Parent to conform the plan document for the Plan with all applicable requirements of the Code and regulations thereunder relating to the tax-qualified status of the Plan. (c) To the extent permissible benefits under the applicable provisions of the Code and ERISA and the terms of any employee benefit plans sponsored plans, programs, contracts or maintained by Parent or its Subsidiaries, (i) for purposes of crediting periods of service for eligibility to participate and vesting, employees of Company and its Subsidiaries shall receive full credit for purposes of eligibility and vesting, and periods of service with Company and any Subsidiary before the Effective Time shall be treated as if such service had been with Parent and (ii) individuals who are employees of Company or any of its Subsidiaries at the Effective Time and who become employees of Parent or any Subsidiary thereof shall be eligible to participate in any employee benefit plan (within the meaning of ERISA Section 3(3)) (except for the Parent 401(k) Plan and Parent Stock Option Plans) maintained by Parent or any Subsidiary thereof on the same terms and conditions as apply generally to other employees arrangements of Parent or any of its Subsidiaries (including, following the Closing, the Company and its Subsidiaries and Neurotrope and its Subsidiaries. ) providing benefits to any Continuing Employee after the Closing (dthe “Post-Closing Plans”), each employee who continues to be employed by Neurotrope, the Company or any of their respective Subsidiaries immediately following the Closing (“Continuing Employees”) Parent will shall be credited with his or will cause her years of service with Neurotrope, Company or any of their respective Subsidiaries and their respective predecessors; provided, however, that the Surviving Corporation or Telebank to offer a position of at-will employment on Parent's customary employment terms (except foregoing shall not apply to the extent Management Continuity Agreements that its application would result in a duplication of benefits. In addition, and without limiting the form of Exhibit D are in effect) to each of Company's and its Subsidiaries' personnel as generality of the Effective Time at their foregoing, for purposes of each Post-Closing Plan providing medical, dental, pharmaceutical and/or vision benefits to a Continuing Employee, Parent shall cause all pre-existing employment location as condition exclusions and actively-at-work requirements of such Post-Closing Plan to be waived for such Continuing Employee and his or her covered dependents to the Effective Time. (e) Company agrees to extent and unless such conditions would have been waived or satisfied under the employee benefit plan whose coverage is being replaced under the Post-Closing Plan, and Parent shall use commercially reasonable efforts to cause each any eligible expenses incurred by a Continuing Employee and his or her covered dependents during the portion of its employees such plan year in which coverage is replaced with coverage under a Post-Closing Plan to be taken into account under such Post-Closing Plan with respect to the plan year in which participation in such Post-Closing Plan begins for purposes of satisfying all deductible, coinsurance and officers maximum out-of-pocket requirements applicable to enter into proprietary information agreements, such Continuing Employee and his or her covered dependents for such plan year as if such amounts had been paid in substantially the form previously provided by Parent to Company, as soon as practicableaccordance with such Post-Closing Plan.

Employees; Employee Benefit Matters. (a) Concurrently Effective as of immediately prior to the Closing, at Company’s request, Parent shall terminate, in compliance with applicable Legal Requirements, the execution employment of this Agreementany employee of Parent as requested by Company. Parent shall be responsible for the payment of all final payments, wages, salary and benefits and other remuneration, including, any severance, bonus, accrued vacation, payment in lieu of notice period and vacation pay or other payments or amounts due to such employees, whether under Legal Requirements or Contract with respect to their services as employees of Parent and the termination of their employment, and all such payments shall be made to each of such employee prior to the individuals set forth on Schedule 5.15(a) shall have delivered to Parent an ---------------- executed Management Continuity Agreement in the form of Exhibit D attached --------- heretoClosing and be considered Transaction Costs. (b) If required by Parent in writing delivered For purposes of vesting, eligibility to Company not less than five (5) business days before Closingparticipate, Company shall, on or before the day immediately prior to the Closing Date, terminate the Company 401(k) Plan (the "Plan") and no further contributions shall be made to the Plan. Company shall provide to Parent (i) certified copies level of resolutions adopted by the Board of Directors of Company authorizing the termination and (ii) an executed amendment to the Plan in form and substance reasonably satisfactory to Parent to conform the plan document for the Plan with all applicable requirements of the Code and regulations thereunder relating to the tax-qualified status of the Plan. (c) To the extent permissible benefits under the applicable provisions of the Code and ERISA and the terms of any employee benefit plans sponsored plans, programs, contracts or maintained by Parent or its Subsidiaries, (i) for purposes of crediting periods of service for eligibility to participate and vesting, employees of Company and its Subsidiaries shall receive full credit for purposes of eligibility and vesting, and periods of service with Company and any Subsidiary before the Effective Time shall be treated as if such service had been with Parent and (ii) individuals who are employees of Company or any of its Subsidiaries at the Effective Time and who become employees of Parent or any Subsidiary thereof shall be eligible to participate in any employee benefit plan (within the meaning of ERISA Section 3(3)) (except for the Parent 401(k) Plan and Parent Stock Option Plans) maintained by Parent or any Subsidiary thereof on the same terms and conditions as apply generally to other employees arrangements of Parent or any of its Subsidiaries (including, following the Closing, the Company and its Subsidiaries. ) providing benefits to any Continuing Employee after the Closing (dthe “Post-Closing Plans”), each employee who continues to be employed by Parent, the Company or any of their respective Subsidiaries immediately following the Closing (“Continuing Employees”) Parent will shall be credited with his or will cause her years of service with Parent, Company or any of their respective Subsidiaries and their respective predecessors; provided, however, that the Surviving Corporation or Telebank to offer a position of at-will employment on Parent's customary employment terms (except foregoing shall not apply to the extent Management Continuity Agreements that its application would result in a duplication of benefits. In addition, and without limiting the form of Exhibit D are in effect) to each of Company's and its Subsidiaries' personnel as generality of the Effective Time at their foregoing, for purposes of each Post-Closing Plan providing medical, dental, pharmaceutical and/or vision benefits to a Continuing Employee, Parent shall cause all pre-existing employment location as condition exclusions and actively-at-work requirements of such Post-Closing Plan to be waived for such Continuing Employee and his or her covered dependents to the Effective Time. (e) Company agrees to extent and unless such conditions would have been waived or satisfied under the employee benefit plan whose coverage is being replaced under the Post-Closing Plan, and Parent shall use commercially reasonable efforts to cause each any eligible expenses incurred by a Continuing Employee and his or her covered dependents during the portion of its employees such plan year in which coverage is replaced with coverage under a Post-Closing Plan to be taken into account under such Post-Closing Plan with respect to the plan year in which participation in such Post-Closing Plan begins for purposes of satisfying all deductible, coinsurance and officers maximum out-of-pocket requirements applicable to enter into proprietary information agreements, such Continuing Employee and his or her covered dependents for such plan year as if such amounts had been paid in substantially the form previously provided by Parent to Company, as soon as practicableaccordance with such Post-Closing Plan.

Employees; Employee Benefit Matters. (a) Concurrently with the execution of this Agreement, each of the individuals set forth on Schedule 5.15(a) shall have delivered to Parent an ---------------- executed Management Continuity Agreement in the form of Exhibit D attached --------- hereto. (b) If required by Parent in writing delivered to Company not less than five (5) business days before Closing, Company shall, on or before the day immediately prior Prior to the Closing Date, terminate the Company will take such action as is necessary to terminate its 401(k) Plan (the "Company 401(k) Plan") and no further contributions also will take all necessary action to ensure that each employee of the Company or any of its Subsidiaries is fully vested in his or her account balance under the Company 401(k) Plan. As soon as practicable following IRS approval of the termination of the Company 401(k) Plan, the assets thereof shall be made distributed and Parent shall permit the employees of the Company employed by the Surviving Corporation to roll any eligible rollover distributions (and loans under the Company's 401(k) Plan) over into Parent's 401(k) Plan. Employees of the Company shall provide to Parent (i) certified copies of resolutions adopted by the Board of Directors of Company authorizing the termination and (ii) an executed amendment to the Plan in form and substance reasonably satisfactory to Parent to conform the plan document for the Plan with all applicable requirements be eligible as of the Code Effective Time to participate in Parent's 401(k) Plan. (b) Parent and regulations thereunder relating the Company agree to the tax-qualified status of the Plancertain employee matters set forth on Schedule 6.6(b). (c) To Except as provided on Schedule 6.6(c), for purposes of their participation in the extent permissible under the applicable provisions of the Code and ERISA and the terms of any employee benefit plans sponsored of Parent, Parent shall credit each Company employee with full credit for all service credited under each applicable Company Benefit Plan (including service with the Company and, where applicable, service with prior or maintained by Parent or its Subsidiaries, (ipredecessor employers to the extent credit is given for such service under each applicable Company Benefit Plan) for purposes of crediting periods of service for eligibility to participate and vesting, employees of Company and its Subsidiaries shall receive full credit benefits for purposes of eligibility vesting and vestingfor purposes of benefit accruals (except where it would result in a duplication of benefits). With respect to the Company's health, dental and periods of service vision benefit plans, Parent shall cause any such plan to waive any pre-existing condition exclusions and actively-at-work requirements under such plans with respect to the Company employees and their eligible dependents (to the extent waived under the corresponding Company welfare benefit plan) and ensure that any Subsidiary covered expenses incurred on or before the Effective Time shall be treated as if such service had been with Parent taken into account for purposes of satisfying applicable deductible, coinsurance and (ii) individuals who are employees of Company or any of its Subsidiaries at maximum out-of-pocket provisions after the Effective Time and who become to the extent that such expenses are taken into account for similarly situated employees of Parent or any Subsidiary thereof shall be eligible to participate in any employee benefit plan (within the meaning of ERISA Section 3(3)) (except for the Parent 401(k) Plan and Parent Stock Option Plans) maintained by Parent or any Subsidiary thereof on the same terms and conditions as apply generally to other employees of Parent or any of its SubsidiariesParent. (d) Parent will shall, or will shall cause the Company to, honor all written contractual obligations of the Company and its affiliates to their respective current and former employees, directors and independent contractors, including, but not limited to, all obligations under employment, severance and consulting plans and arrangements and under all other Company Benefit Plans. (e) Except as provided on Schedule 6.6(e), Parent shall provide to employees of the Surviving Corporation or Telebank to offer a position of at-will employment on Parent's customary employment terms (except i) employee benefits that are no less favorable in the aggregate to the extent Management Continuity Agreements in employee benefits provided to similarly-situated employees of Schwab Capital Markets, provided, that with respect to employee benefit plans only, Parent may satisfy its obligations under this clause (i) for a transition period following the form of Exhibit D Effective Date, by providing benefits pursuant to such employee benefit plans that are in effect) no less favorable than the benefits provided to each of Company's and its Subsidiaries' personnel as of such employees pursuant to the Company Employee Benefit Plans immediately prior to the Effective Time at their existing employment location as of and (ii) base salaries and incentive compensation opportunities that are no less favorable in the aggregate to the base salaries and incentive compensation opportunities provided to such employees immediately prior to the Effective Time. (ef) Except as otherwise provided in this Agreement, nothing in this Section 6.6 shall be interpreted as preventing the Surviving Corporation from amending, modifying or terminating any Parent benefit plans, Company agrees to use commercially reasonable efforts to cause each of its employees and officers to enter into proprietary information agreementsBenefit Plans, or other employee benefit plans, contracts, arrangements, commitments or understandings, in substantially the form previously provided by Parent to Company, as soon as practicableaccordance with their terms and applicable law.

Employees; Employee Benefit Matters. (a) Concurrently with the execution of this Agreement, each of the individuals set forth on Schedule 5.15(a) shall have delivered to Parent an ---------------- executed Management Continuity Agreement in the form of Exhibit D attached --------- hereto. (b) If required by Parent in writing delivered to Company not less than five (5) business days before Closing, Company shall, on On or before the day immediately prior to the Closing Date, terminate the Company shall, on terms reasonably acceptable to Parent, amend the eligibility provisions of the Xxxxxxx & Company, LLC 401(k) Plan (the "Plan") and such that no further contributions shall be made to the Plan. Company shall provide to Parent (i) certified copies employees of resolutions adopted by the Board of Directors of Company authorizing the termination and (ii) an executed amendment to the Plan in form and substance reasonably satisfactory to Parent to conform the plan document for the Plan with all applicable requirements any entity that becomes a member of the Code Company's controlled group on and regulations thereunder relating to after the tax-qualified status Closing as a result of the transactions contemplated by this Agreement are eligible to participate in the Xxxxxxx & Company, LLC 401(k) Plan. (cb) To the extent permissible under the applicable provisions of the Code and ERISA and the terms of any applicable employee benefit plans sponsored or maintained by Parent or its SubsidiariesSubsidiaries other than any Target Company Employee Plan, (i) for purposes of crediting periods of service for eligibility to participate and vesting, employees of the Company and its Subsidiaries shall receive full credit for purposes of eligibility and vesting, and periods of service with Company and any Subsidiary before the Effective Time shall be treated as if such service had been with Parent and (ii) individuals who are employees of the Company or any of its Subsidiaries at the Effective Time and who become employees of Parent or any Subsidiary thereof shall be eligible to participate in any employee benefit plan plans (within the meaning of ERISA Section 3(3)) (except for the Parent 401(k) Plan and Parent Stock Option Plans) maintained by Parent or any Subsidiary thereof on substantially the same terms and conditions as apply generally to other similarly situated employees of Parent or any of its Subsidiaries. (dc) Parent will or will cause the Surviving Corporation or Telebank to offer a position of at-will employment on Parent's customary employment terms (except Except to the extent Management Continuity Agreements in the form of Exhibit D are in effectspecifically described on Schedule 17.1(c) to each of Company's and its Subsidiaries' personnel as of the Effective Time at their existing employment location as of Company Disclosure Schedule, prior to the Effective Time, the Company shall insure that no individual employed by the Company is party to any agreement with the Company that would purport either: (i) to guaranty such individual employment for any period of time or (ii) provide for the payment of any severance or provision of any benefits to any such individual in the event of the termination of that individual's employment. In the event that any such agreement remains in effect at or following the Effective Time, the shareholders will indemnify Parent for any costs it incurs arising out of such agreements as provided in Article XX. (e) Company agrees to use commercially reasonable efforts to cause each of its employees and officers to enter into proprietary information agreements, in substantially the form previously provided by Parent to Company, as soon as practicable.