Common use of Employees, Severance Policy Clause in Contracts

Employees, Severance Policy. (i) Subject to Buyer’s usual personnel and qualification policies, Buyer will, prior to or as soon as practicable after the Closing Date, inform each Target and Target Subsidiary employee of the likelihood of such employee having continued employment with Buyer following the Closing and Buyer will permit any Target and Target Subsidiary employee to apply for any employment position posted as available with Buyer or an Affiliate of Buyer. Buyer will make severance payments to any terminated employee as set forth in this Section 5.14(a). (ii) Subject to the minimum and maximum benefits as disclosed on Buyer Disclosure Schedule 5.14(a)(ii), Buyer will grant an eligible employee its standard severance pay (at his or her then current pay rate) for each year of an employee’s service with Target or any Target Subsidiary prior to the employment termination date. (iii) All employees of Target or of any Target Subsidiary on the Closing Date will be eligible for severance benefits set forth in this Section 5.14, in the event of their termination other than for cause, except that no employee of Target or of any Target Subsidiary who shall receive any payment or benefit pursuant to any “change in control” agreement or similar plan or right shall be eligible for any severance benefits; and (iv) Each person eligible for severance benefits will remain eligible for such benefits if his or her employment is terminated by Buyer, other than for “cause”, within twelve months after the Closing Date. Any person whose employment with Buyer or an Affiliate of Buyer is terminated without “cause” after twelve months from the Closing Date shall receive such severance benefit from Buyer or its Affiliates as is provided for in Buyer’s general severance policy for such terminations to the extent any such policy is in existence at the time of termination (with full credit being given for each completed year of service with Target or any Target Subsidiary in addition to the years of service with Buyer or its Affiliates). (v) For purposes of this Section 5.14, “cause” means the employer’s good faith reasonable belief that the employee (1) committed fraud, theft or embezzlement; (2) falsified corporate records; (3) disseminated confidential information concerning customers, Buyer, any Affiliate of Buyer or any of its or their employees in violation of any applicable confidentiality agreement or policy; (4) had documented unsatisfactory job performance under Buyer’s dismissal policy; or (5) violated Buyer’s Code of Conduct. The foregoing definition of “cause” is the definition of “cause” used by Buyer and its Affiliates in the ordinary course of its business.

Employees, Severance Policy. (iA) Subject to BuyerOLB’s usual personnel and qualification policies, Buyer will, prior OLB will endeavor to continue the employment of each individual who is a Holdings employee or as soon as practicable after the Closing Date, inform each Target and Target Subsidiary an employee of a Holdings subsidiary on the likelihood Effective Date in a position that will contribute to the successful performance of such the combined organization; provided, however, that no provision in this Agreement shall create any obligation of OLB to retain any Holdings employees or create any third party benefit. If an employee having continued is not retained as contemplated by this Section 5.8(c)(iii)(A), or if OLB elects to eliminate a position or does not offer a Holdings employee comparable employment with Buyer following (i.e., a position of substantially similar job descriptions or responsibilities at substantially the Closing and Buyer will permit any Target and Target Subsidiary employee to apply for any employment position posted as available with Buyer or an Affiliate of Buyer. Buyer same salary level), then OLB will make severance payments to any terminated the displaced employee as set forth in this Section 5.14(a5.8(c)(iii). (iiB) Subject to the minimum and maximum benefits as disclosed on Buyer Disclosure Schedule 5.14(a)(iiprovisions of Section 5.8(c)(iii)(C), Buyer OLB will grant an to any eligible employee its standard (exempt and non-exempt) of Holdings that is not retained by OLB two weeks of severance pay (at his or her then current pay rate) for each full year of an employee’s service with Target Holdings or any Target a Holdings Subsidiary prior up to the employment termination datea maximum of 26 weeks of severance pay. (iiiC) All employees of Target Holdings or of any Target Holdings Subsidiary on at the Closing Date Effective Time will be eligible for severance benefits as set forth in this Section 5.14, in the event of their termination other than for cause5.8(c)(iii), except that no employee of Target Holdings or of any Target Subsidiary Holdings Subsidiaries, including but not limited to the individuals listed in Section 5.8(c)(iii)(E), who shall receive is eligible for any payment or benefit pursuant to any “change in control” agreement, employment agreement, salary continuation agreement or similar plan or right shall be eligible for receive any severance benefits; and (iv) benefits as provided in this Section 5.8(c)(iii). Each person eligible for severance benefits as set forth in this Section 5.8(c)(iii)(C) will remain eligible for such benefits if his or her employment is terminated by BuyerOLB or an OLB Subsidiary, other than for “cause”, within twelve 12 months after the Closing Effective Date. Any person whose employment with Buyer OLB or an Affiliate of Buyer OLB Subsidiary is terminated without “cause” after twelve 12 months from the Closing Effective Date shall receive such severance benefit from Buyer OLB or its Affiliates such OLB Subsidiary as is provided for in BuyerOLB’s general severance policy for such terminations to the extent any such policy is in existence at the time of termination (with full credit being given for each completed full year of service with Target Holdings or any Target Subsidiary in addition to the years of service with Buyer or its AffiliatesHoldings Subsidiary). (vD) For purposes of this Section 5.145.8(c)(iii)(C), “cause” means the employer’s good faith reasonable belief that the employee employee: (1) violated any Law or regulation applicable to OLB or Old Line (2) committed fraud, theft or embezzlement; (23) falsified corporate records; (34) disseminated confidential information concerning customers, BuyerOLB, any Affiliate of Buyer OLB Subsidiary or any of its or their employees in violation of any applicable confidentiality agreement or policy; (4) had documented unsatisfactory job performance under Buyer’s dismissal policy; or (5) violated Buyer’s Code of Conduct. The foregoing definition of “cause” is the definition of “cause” used by Buyer and its Affiliates in the ordinary course of its businessfailed to adequately perform their duties as an employee.

Employees, Severance Policy. (iA) Subject to BuyerOLB’s usual or the applicable OLB Subsidiary’s personnel and employment qualification policiespolicies and the provisions hereof, Buyer willand subject to OLB’s right to require, in its sole discretion and as a condition of employment, such individuals to execute confidentiality, non-competition and/or non-solicitation agreements, OLB will endeavor to continue the employment of each individual who was an employee of BYBK or a BYBK Subsidiary as of August 4, 2017 and was continuously an employee of BYBK or a BYBK Subsidiary until immediately prior to or the Effective Time (a “BYBK Employee”) in a position that will contribute to the successful performance of the combined organization as soon as practicable OLB deems appropriate, consistent with its plans and strategies, for the efficient and effective operation of the OLB Companies after the Closing DateEffective Time. All such employees who accept offers of employment from an OLB Company (the “Retained Employees”) will be employed on an at-will basis. Notwithstanding anything to the contrary contained in this Section 5.7(c)(iii), inform no provision of this Agreement shall create any obligation of OLB or an OLB Subsidiary to retain any BYBK Employee or create any third party benefit except for the Indemnified Parties’ rights under Section 5.7(c)(v), which are expressly intended to be for the irrevocable benefit of, and shall be enforceable by, each Target Indemnified Party and Target Subsidiary employee his or her heirs and Representatives. If a BYBK Employee is not retained as contemplated and described in this Section 5.7(c)(iii)(A), or if OLB elects to eliminate a position or does not offer a BYBK Employee comparable employment with an OLB Company (i.e., a position of substantially similar job descriptions or responsibilities at substantially the same salary level), or a Retained Employee is terminated by an OLB Company without Cause within six months of the likelihood of Effective Date (each such employee having continued employment with Buyer following BYBK Employee or Retained Employee, a “Displaced Employee”), then OLB will make, or cause Old Line or the Closing and Buyer will permit any Target and Target applicable OLB Subsidiary employee to apply for any employment position posted as available with Buyer or an Affiliate of Buyer. Buyer will make make, severance payments to any terminated employee the Displaced Employee as set forth in this Section 5.14(a5.7(c)(iii). (iiB) Subject to the minimum and provisions of Section 5.7(c)(iii)(D), OLB will pay, or will cause Old Line or the applicable OLB Subsidiary to pay, to any Displaced Employee: (1) With respect to non-exempt Displaced Employees, two weeks of severance pay plus one additional week of severance pay for each full year of employment with BYBK or a BYBK Subsidiary, up to a maximum of 12 weeks of severance pay; (2) With respect to Displaced Employees who are exempt officers or employees of a BYBK Company with less than five full years of employment with BYBK or a BYBK Subsidiary, six weeks of severance pay plus one additional week of severance pay for each full year of employment with BYBK or a BYBK Subsidiary, up to a maximum of ten weeks of severance pay; and (3) With respect to Displaced Employees who are exempt officers or employees of a BYBK Company with at least five full years of employment with BYBK or a BYBK Subsidiary, 12 weeks of severance pay plus two additional weeks of severance pay for each full year of employment with BYBK or a BYBK Subsidiary beyond five years of employment, up to a maximum of 26 weeks of severance pay. Severance benefits as disclosed on Buyer Disclosure Schedule 5.14(a)(ii), Buyer will grant an eligible employee its standard severance pay (at his or her then current pay rate) for each year of an employee’s service with Target or any Target Subsidiary prior to the employment termination date. (iii) All employees of Target or of any Target Subsidiary on the Closing Date will be eligible for severance benefits set forth in this Section 5.14, 5.7(c)(iii)(B) will be calculated based on the applicable Displaced Employee’s base salary or other base rate of pay in effect for such Displaced Employee immediately prior to the event Effective Time. Years of their termination other than for cause, except that no employee employment will be based on the applicable Displaced Employee’s number of Target full years employed with BYBK or of a BYBK Subsidiary or any Target Subsidiary who shall receive any payment or benefit pursuant to any “change in control” agreement or similar plan or right shall be eligible for any severance benefits; andpredecessor thereto. (ivC) Each person eligible for severance benefits will remain eligible for such benefits if his or her employment is terminated by Buyer, other than for “cause”, within twelve months after the Closing Date. Any person Retained Employee whose employment with Buyer OLB or an Affiliate of Buyer OLB Subsidiary is terminated without “cause” Cause after twelve six months from the Closing Effective Date shall receive such severance benefit from Buyer OLB or its Affiliates such OLB Subsidiary as is provided for in BuyerOLB’s or the applicable OLB Subsidiary’s general severance policy for such terminations to the extent any such policy is in existence at the time of termination (with full credit being given for each completed full year of service with Target BYBK or any Target Subsidiary in addition to the years of service with Buyer or its AffiliatesBYBK Subsidiary). (vD) For purposes Any BYBK Employee who has or is party to any employment agreement, severance agreement, change in control agreement or any other Contract (a “CIC Agreement”) that provides for any payment that would be triggered by the Merger or the Bank Merger (“CIC Payment”) shall not receive any severance benefits as provided in Sections 5.7(c)(iii)(A) and (B) but will receive the CIC Payment upon the occurrence of a triggering event under the CIC Agreement. Any BYBK Employee who waives and relinquishes his or her right to a CIC Payment will be eligible for a severance payment as provided in Sections 5.7(c)(iii)(A) and (B). (E) OLB and any OLB Subsidiary’s obligation hereunder to make payments as provided in this Section 5.145.7(c)(iii) is expressly subject to OLB obtaining a non-objection or waiver of any regulatory prohibition or limitation on such payment, “cause” means and OLB’s obligation hereunder is limited to such amount as determined by the employerRegulatory Authorities. BYBK will obtain written acknowledgement of OLB’s good faith obligation hereunder from all BYBK employees and officers who may be eligible for such payments. OLB will use reasonable belief that efforts to obtain any required regulatory approval or non-objection and shall file any required notice or application to obtain such approval or non-objection no later than the employee later of (1) committed fraud, theft the date it files its application for approval of the Bank Merger or embezzlement; (2) falsified corporate records; (3) disseminated confidential information concerning customers, Buyer, the date it becomes aware of the need to obtain any Affiliate of Buyer such approval or any of its or their employees in violation of any applicable confidentiality agreement or policy; (4) had documented unsatisfactory job performance under Buyer’s dismissal policy; or (5) violated Buyer’s Code of Conduct. The foregoing definition of “cause” is the definition of “cause” used by Buyer and its Affiliates in the ordinary course of its businessnon-objection.

Employees, Severance Policy. (iA) Subject to Buyer’s Tower's usual personnel and qualification policies, Buyer will, prior Tower will endeavor to or as soon as practicable after continue the Closing Date, inform each Target and Target Subsidiary employee employment of all current FNB employees in positions that will contribute to the successful performance of the likelihood combined organization. If that is impracticable or if Tower elects to eliminate a position or does not offer the employee comparable employment (i.e., a position of such employee having continued employment with Buyer following substantially similar job descriptions or responsibilities at substantially the Closing and Buyer will permit any Target and Target Subsidiary employee to apply for any employment position posted as available with Buyer or an Affiliate of Buyer. Buyer same salary level), then Tower will make severance payments to any terminated the displaced employee as set forth in this Section 5.14(a5.08(c)(iii). (iiB) Subject to the minimum and maximum benefits as disclosed on Buyer Disclosure Schedule 5.14(a)(ii), Buyer Tower will grant an eligible exempt employee its standard two weeks of severance pay (at his or her then current pay rate) for each year of an employee’s service with Target or any Target Subsidiary prior a minimum of four (4) weeks up to the employment termination datea maximum of twenty-six (26) weeks of severance pay. Tower will grant an eligible non-exempt employee one week of severance pay for each year of service with a minimum of four (4) weeks up to a maximum of twenty-six (26) weeks of severance pay. (iiiC) All employees of Target FNB or of any Target FNB Subsidiary on the Closing Date date hereof will be eligible for severance benefits as set forth in this Section 5.14, in the event of their termination other than for cause5.08(c)(iii), except that no employee of Target FNB or of any Target FNB Subsidiary who shall receive any severance benefits as provided hereunder shall also be eligible for any payment or benefit pursuant to any “"change in control” " agreement, employment agreement, salary continuation agreement or similar plan or right shall be eligible for any severance benefits; andright. (ivD) Each person eligible for severance benefits as set forth in this Section 5.08(c)(iii) will remain eligible for such benefits if his or her employment is terminated by Buyerterminated, other than for “"cause”," or voluntarily terminates his or her employment after being offered a position that is not "comparable employment" as defined in Section 5.08(c)(iii)(A) above, within twelve months after the Closing Effective Date. Any person whose employment with Buyer Tower or an Affiliate of Buyer any Tower Subsidiary is terminated without “"cause” " after twelve months from the Closing Effective Date shall receive such severance benefit from Buyer Tower or its Affiliates such Tower Subsidiary as is provided for in Buyer’s Tower's general severance policy for such terminations to the extent any such policy is in existence at the time of termination (with full credit being given for each completed year of service with Target FNB or any Target Subsidiary in addition to the years of service with Buyer or its AffiliatesFNB Subsidiary). (vE) For purposes of this Section 5.145.08(c)(iii), “"cause” " means the employer’s 's good faith reasonable belief that the employee (1) committed fraud, theft or embezzlement; (2) falsified corporate records; (3) disseminated confidential information concerning customers, BuyerTower, any Affiliate of Buyer Tower Subsidiary or any of its or their employees in violation of any applicable confidentiality agreement or policy; or (4) had documented unsatisfactory job performance under Buyer’s dismissal policy; or (5) violated Buyer’s Code of Conduct. The foregoing definition of “cause” is the definition of “cause” used by Buyer and its Affiliates in the ordinary course of its businessfailed to adequately perform their duties as an employee.

Employees, Severance Policy. (iA) Subject to BuyerTower’s usual personnel and qualification policies, Buyer will, prior Tower will endeavor to or as soon as practicable after continue the Closing Date, inform each Target and Target Subsidiary employee employment of all current FNB employees in positions that will contribute to the successful performance of the likelihood combined organization. If that is impracticable or if Tower elects to eliminate a position or does not offer the employee comparable employment (i.e., a position of such employee having continued employment with Buyer following substantially similar job descriptions or responsibilities at substantially the Closing and Buyer will permit any Target and Target Subsidiary employee to apply for any employment position posted as available with Buyer or an Affiliate of Buyer. Buyer same salary level), then Tower will make severance payments to any terminated the displaced employee as set forth in this Section 5.14(a5.08(c)(iii). (iiB) Subject to the minimum and maximum benefits as disclosed on Buyer Disclosure Schedule 5.14(a)(ii), Buyer Tower will grant an eligible exempt employee its standard two weeks of severance pay (at his or her then current pay rate) for each year of an employee’s service with Target or any Target Subsidiary prior a minimum of four (4) weeks up to the employment termination datea maximum of twenty-six (26) weeks of severance pay. Tower will grant an eligible non-exempt employee one week of severance pay for each year of service with a minimum of four (4) weeks up to a maximum of twenty-six (26) weeks of severance pay. (iiiC) All employees of Target FNB or of any Target FNB Subsidiary on the Closing Date date hereof will be eligible for severance benefits as set forth in this Section 5.14, in the event of their termination other than for cause5.08(c)(iii), except that no employee of Target FNB or of any Target FNB Subsidiary who shall receive any severance benefits as provided hereunder shall also be eligible for any payment or benefit pursuant to any “change in control” agreement, employment agreement, salary continuation agreement or similar plan or right shall be eligible for any severance benefits; andright. (ivD) Each person eligible for severance benefits as set forth in this Section 5.08(c)(iii) will remain eligible for such benefits if his or her employment is terminated by Buyerterminated, other than for “cause”,” or voluntarily terminates his or her employment after being offered a position that is not “comparable employment” as defined in Section 5.08(c)(iii)(A) above, within twelve months after the Closing Effective Date. Any person whose employment with Buyer Tower or an Affiliate of Buyer any Tower Subsidiary is terminated without “cause” after twelve months from the Closing Effective Date shall receive such severance benefit from Buyer Tower or its Affiliates such Tower Subsidiary as is provided for in BuyerTower’s general severance policy for such terminations to the extent any such policy is in existence at the time of termination (with full credit being given for each completed year of service with Target FNB or any Target Subsidiary in addition to the years of service with Buyer or its AffiliatesFNB Subsidiary). (vE) For purposes of this Section 5.145.08(c)(iii), “cause” means the employer’s good faith reasonable belief that the employee (1) committed fraud, theft or embezzlement; (2) falsified corporate records; (3) disseminated confidential information concerning customers, BuyerTower, any Affiliate of Buyer Tower Subsidiary or any of its or their employees in violation of any applicable confidentiality agreement or policy; or (4) had documented unsatisfactory job performance under Buyer’s dismissal policy; or (5) violated Buyer’s Code of Conduct. The foregoing definition of “cause” is the definition of “cause” used by Buyer and its Affiliates in the ordinary course of its businessfailed to adequately perform their duties as an employee.

Employees, Severance Policy. (i1) Subject to BuyerOLB’s usual personnel and qualification policies, Buyer will, prior OLB will endeavor to or as soon as practicable after continue the Closing Date, inform employment of each Target and Target Subsidiary individual who is an MDBC employee on the Effective Date in a position that will contribute to the successful performance of the likelihood combined organization; provided, however, that no provision in this Agreement shall create any obligation of such OLB to retain any MDBC employees or create any third party benefit. If an employee having continued is not retained as contemplated by this Section 5.8(c)(iii)(A), or if OLB elects to eliminate a position or does not offer a MDBC employee comparable employment with Buyer following (i.e., a position of substantially similar job descriptions or responsibilities at substantially the Closing and Buyer will permit any Target and Target Subsidiary employee to apply for any employment position posted as available with Buyer or an Affiliate of Buyer. Buyer same salary level), then OLB will make severance payments to any terminated the displaced employee as set forth in this Section 5.14(a5.8(c)(iii). (ii2) Subject to With the minimum exception of Txxxxx X. Xxxxx and maximum benefits as disclosed on Buyer Disclosure Schedule 5.14(a)(ii)G. Txxxxx Xxxxxxxxx, Buyer OLB will grant an to any eligible employee its standard (exempt and non-exempt) of MDBC that is not retained by OLB two weeks of severance pay (at his or her then current pay rate) for each full year of an employee’s service with Target MDBC or any Target an MDBC Subsidiary prior up to the employment termination datea maximum of 26 weeks of severance pay. (iii3) All employees of Target MDBC or of any Target MDBC Subsidiary on at the Closing Date Effective Time will be eligible for severance benefits as set forth in this Section 5.14, in the event of their termination other than for cause5.8(c)(iii), except that no employee of Target MDBC or of any Target MDBC Subsidiary who shall receive any severance benefits as provided hereunder shall also be eligible for any payment or benefit pursuant to any “change in control” agreement, employment agreement, salary continuation agreement or similar plan or right shall be eligible for any severance benefits; andright. (iv4) Each person eligible for severance benefits as set forth in this Section 5.8(c)(iii) will remain eligible for such benefits if his or her employment is terminated by Buyerterminated, other than for “cause”, ” within twelve 12 months after the Closing DateEffective Time. Any person whose employment with Buyer OLB or an Affiliate of Buyer any OLB Subsidiary is terminated without “cause” after twelve 12 months from the Closing Date Effective Time shall receive such severance benefit from Buyer OLB or its Affiliates such OLB Subsidiary as is provided for in BuyerOLB’s general severance policy for such terminations to the extent any such policy is in existence at the time of termination (with full credit being given for each completed full year of service with Target MDBC or any Target Subsidiary in addition to the years of service with Buyer or its AffiliatesMDBC Subsidiary). (v5) For purposes of this Section 5.145.8(c)(iii), “cause” means the employer’s good faith reasonable belief that the employee employee: (1) committed fraud, theft or embezzlement; (2) falsified corporate records; (3) disseminated confidential information concerning customers, BuyerOLB, any Affiliate of Buyer OLB Subsidiary or any of its or their employees in violation of any applicable confidentiality agreement or policy; or (4) had documented unsatisfactory job performance under Buyer’s dismissal policy; or (5) violated Buyer’s Code of Conduct. The foregoing definition of “cause” is the definition of “cause” used by Buyer and its Affiliates in the ordinary course of its businessfailed to adequately perform their duties as an employee.

Employees, Severance Policy. (iA) Subject to Buyer’s NPB's usual personnel and qualification policies, Buyer NPB will endeavor to continue the employment of all current employees of HomeTowne in positions that will contribute to the successful performance of the combined organization. More specifically, NPB will, after consultation with Xxxxxxx X. Xxxxx, prior to or as soon as practicable after the Closing Date, inform each Target and Target Subsidiary HomeTowne employee of the likelihood of such employee having continued employment with Buyer NPB, NP Bank or any other NPB Subsidiary following the Closing Closing, and Buyer will permit any Target and Target Subsidiary HomeTowne employee to apply for any employment position posted as available with Buyer NPB, NP Bank or an Affiliate of Buyerany other NPB Subsidiary. Buyer will make severance payments to any terminated Any employee as set forth in this Section 5.14(a). whose employment terminates following the Closing because (i) such employee's position is eliminated or (ii) Subject to the minimum and maximum benefits as disclosed on Buyer Disclosure Schedule 5.14(a)(ii)because such employee is not offered or retained in comparable employment (i.e., Buyer will grant an eligible employee its standard a position of substantially similar job descriptions or responsibilities in a location within a 15 mile radius from such employee's job location with HomeTowne) shall receive four week's severance pay (at his or her the employee's then current pay rate) for each year . Part-time employees receiving severance payments under this Section will receive severance prorated to reflect the ratio of an the part-time employee’s service with Target or any Target Subsidiary prior 's normal schedule as compared to the employment termination datethat of a full-time employee. (iiiB) All employees of Target or of any Target Subsidiary HomeTowne on the Closing Date date hereof will be eligible for severance benefits set forth in this Section 5.14, in the event of their termination other than for cause4.07(c)(ii), except that no that: (1) No employee of Target or of any Target Subsidiary HomeTowne who shall receive any payment or benefit pursuant to any “"change in control” " agreement or similar plan or right shall be eligible for any severance benefits; and (iv2) No employee of HomeTowne with an operating systems conversion support role of any kind shall be eligible for any severance benefits unless such employee continues in employment for 30 days following the actual consolidation and conversion of HomeTowne's operating systems with and into NP Bank's operating systems, which, as of the date hereof, is scheduled to be completed not later than sixty days after the Effective Date. (C) Each person eligible for severance benefits will remain eligible for such benefits if his or her employment is terminated by Buyerterminated, other than for “"cause”", within twelve six months after the Closing Effective Date. Any person whose employment with Buyer NPB or an Affiliate of Buyer any NPB Subsidiary is terminated without “"cause” " after twelve six months from the Closing Effective Date shall receive such severance benefit from Buyer NPB or its Affiliates such NPB Subsidiary as is provided for in Buyer’s NPB's general severance policy for such terminations to the extent any such policy is in existence at the time of termination (with full credit being given for each completed year of service with Target or any Target Subsidiary in addition to the years of service with Buyer or its AffiliatesHomeTowne). (vD) For purposes of this Section 5.144.07(c)(ii), “"cause” " means the employer’s 's good faith reasonable belief that the employee (1) committed fraud, theft or embezzlement; (2) falsified corporate records; (3) disseminated confidential information concerning customers, BuyerNPB, any Affiliate of Buyer NPB Subsidiary or any of its or their employees in violation of any applicable confidentiality agreement or policy; (4) had documented unsatisfactory job performance under Buyer’s NPB's dismissal policy; or (5) violated Buyer’s Code of Conduct. The foregoing definition of “cause” is the definition of “cause” used by Buyer and its Affiliates in the ordinary course of its business.or

Employees, Severance Policy. (iA) Subject to BuyerOLB’s usual personnel and qualification policiespolicies and the provisions hereof, Buyer will, prior OLB will endeavor to or as soon as practicable after continue the Closing Date, inform employment of each Target and Target Subsidiary individual who is an employee of the likelihood of such employee having continued employment with Buyer following the Closing and Buyer will permit any Target and Target Subsidiary employee to apply for any employment position posted as available with Buyer RBI or an Affiliate RBI subsidiary (a “RBI Employee”) on the Effective Date in a position that will contribute to the successful performance of Buyerthe combined organization; provided, however, that no provision in this Agreement shall create any obligation of OLB to retain any RBI Employee or create any third party benefit except for the Indemnified Parties’ rights under Section 5.7(c)(iv), which are expressly intended to be for the irrevocable benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives. Buyer If an RBI Employee is not retained as contemplated and described in this Section 5.7(c)(ii)(A), or if OLB elects to eliminate a position or does not offer an RBI Employee comparable employment (i.e., a position of substantially similar job descriptions or responsibilities at substantially the same salary level), then OLB will make severance payments to any terminated employee the displaced RBI Employee as set forth in this Section 5.14(a5.7(c)(ii). (iiB) Subject to the minimum provisions of Sections 5.7(c)(ii)(C) and maximum benefits as disclosed on Buyer Disclosure Schedule 5.14(a)(ii5.7(c)(ii)(D), Buyer OLB will grant pay, or will cause Old Line to pay, to any eligible RBI Employee (exempt and non-exempt) other than G. Xxxxxxx Xxxxxx that is not retained by OLB or an eligible employee its standard OLB Subsidiary two weeks of severance pay (at his or her then current pay rate) for each full year of an employee’s service with Target RBI or any Target an RBI Subsidiary prior up to the employment termination date. (iii) All employees a maximum of Target or 26 weeks of any Target Subsidiary on the Closing Date will be severance pay. Each RBI Employee eligible for severance benefits as set forth in this Section 5.14, in the event of their termination other than for cause, except that no employee of Target or of any Target Subsidiary who shall receive any payment or benefit pursuant to any “change in control” agreement or similar plan or right shall be eligible for any severance benefits; and (iv5.7(c)(ii)(B) Each person eligible for severance benefits will remain eligible for such benefits if his or her employment is terminated by BuyerOLB or an OLB Subsidiary, other than for “cause”Cause, within twelve 12 months after the Closing Effective Date. Any person RBI Employee whose employment with Buyer OLB or an Affiliate of Buyer OLB Subsidiary is terminated without “cause” Cause after twelve 12 months from the Closing Effective Date shall receive such severance benefit from Buyer OLB or its Affiliates such OLB Subsidiary as is provided for in BuyerOLB’s general severance policy for such terminations to the extent any such policy is in existence at the time of termination (with full credit being given for each completed full year of service with Target RBI or any Target RBI Subsidiary). Any RBI Employee who is offered a position at OLB or an OLB Subsidiary in addition that would require such RBI Employee to transfer to an office of OLB or any OLB Subsidiary (as such office is designated immediately prior to the years Effective Time) within 12 months after the Effective Date and increase his or her current roundtrip daily commute to a new roundtrip daily commute of service with Buyer greater than or its Affiliates)equal to 70 miles, may elect not to accept such offer and instead receive the severance payment such RBI Employee would be entitled to receive under this Section 5.7(c)(ii)(B) had such RBI Employee not been retained by OLB or an OLB Subsidiary. OLB and any OLB Subsidiary’s obligation hereunder to make payments as provided herein is expressly subject to OLB obtaining a non-objection or waiver of any regulatory prohibition or limitation on such payment and OLB’s obligation hereunder is limited to such amount as determined by the Regulatory Authorities. At or immediately prior to the Closing, and subject to any necessary approvals or non-objections from applicable Regulatory Authorities, RBI or the appropriate RBI Subsidiary shall make a cash payment to each RBI Employee in an amount equal to the accrued but unused vacation time accumulated by such RBI Employee as of the Effective Time. (vC) For purposes of this Section 5.14Any RBI Employee other than G. Xxxxxxx Xxxxxx who has or is party to any employment agreement, “cause” means the employer’s good faith reasonable belief that the employee (1) committed fraudseverance agreement, theft or embezzlement; (2) falsified corporate records; (3) disseminated confidential information concerning customers, Buyer, any Affiliate of Buyer change in control agreement or any other agreement or arrangement (a “CIC Agreement”) that provides for any payment that would be triggered by the Merger or the Bank Merger (“CIC Payment”) shall not receive any severance benefits as provided in Section 5.7(c)(ii)(B) but will receive the CIC Payment upon the occurrence of its or their employees in violation a triggering event under the CIC Agreement subject to the receipt of any necessary approvals or non-objections from the applicable confidentiality Regulatory Authorities. OLB will use reasonable efforts to obtain any required regulatory approval or non-objection to make any CIC Payments, and OLB shall file any required notice or application to obtain such approval or non-objection no later than the date it files its application for approval of the Bank Merger. OLB’s obligation hereunder is limited to such payments and amounts as may be approved by the applicable Regulatory Authorities if OLB obtains such approval or non-objection. By way of example, if an RBI employee has a change in control agreement and such agreement provides for CIC Payment of $1,000 and the Regulatory Authorities approve a $500 CIC Payment, OLB’s obligation hereunder is limited to $500. RBI will obtain written acknowledgement of OLB’s obligation hereunder from all RBI employees who may be eligible for a CIC Payment hereunder. Any RBI Employee who waives and relinquishes his or policy; (4) had documented unsatisfactory job performance under Buyer’s dismissal policy; or (5) violated Buyer’s Code of Conduct. The foregoing definition of “cause” is the definition of “cause” used by Buyer and its Affiliates her right to a CIC Payment will be eligible for a severance payment as provided in the ordinary course of its business5.7(c)(ii)(B).

Employees, Severance Policy. (iA) Subject to BuyerHBI’s usual personnel and qualification policiespolicies and the provisions hereof, Buyer will, prior HBI will endeavor to or as soon as practicable after continue the Closing Date, inform employment of each Target and Target Subsidiary individual who is an employee of PBI or a PBI subsidiary (a “PBI Employee”) on the likelihood Effective Date in a position that will contribute to the successful performance of such employee having continued the combined organization; provided, however, that no provision in this Agreement shall create any obligation of HBI to retain any PBI Employee or create any third party benefit except for the Indemnified Parties’ rights under Section 5.7(c)(vi), which are expressly intended to be for the irrevocable benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives; provided further, however, that HBI or an HBI Subsidiary will offer employment with Buyer to the individuals set forth in PBI Disclosure Schedule 5.7(c)(iii) on an at-will basis following the Closing Effective Date at levels of comparable responsibilities and Buyer will permit any Target and Target Subsidiary employee compensation. If a PBI Employee is not retained as contemplated by this Section 5.7(c)(iii)(A), or if HBI elects to apply for any eliminate a position or does not offer a PBI Employee comparable employment (i.e., a position posted as available with Buyer of substantially similar job descriptions or an Affiliate of Buyer. Buyer responsibilities at substantially the same salary level), then HBI will make severance payments to any terminated employee the displaced PBI Employee as set forth in this Section 5.14(a5.7(c)(iii). (iiB) Subject to the minimum provisions of Sections 5.7(c)(iii)(C) and maximum benefits as disclosed on Buyer Disclosure Schedule 5.14(a)(ii5.7(c)(iii)(D), Buyer HBI will grant pay, or will cause HBank to pay, to any eligible PBI Employee (exempt and non-exempt) that is not retained by HBI or an eligible employee its standard HBI subsidiary two weeks of severance pay (at his or her then current pay rate) for each full year of an employee’s service with Target PBI or any Target a PBI Subsidiary prior up to the employment termination date. (iii) All employees a maximum of Target or 26 weeks of any Target Subsidiary on the Closing Date will be severance pay. Each PBI Employee eligible for severance benefits as set forth in this Section 5.14, in the event of their termination other than for cause, except that no employee of Target or of any Target Subsidiary who shall receive any payment or benefit pursuant to any “change in control” agreement or similar plan or right shall be eligible for any severance benefits; and (iv5.7(c)(iii)(B) Each person eligible for severance benefits will remain eligible for such benefits if his or her employment is terminated by BuyerHBI or an HBI Subsidiary, other than for “cause”Cause, within twelve 12 months after the Closing Effective Date. Any person PBI Employee whose employment with Buyer HBI or an Affiliate of Buyer HBI Subsidiary is terminated without “cause” Cause after twelve 12 months from the Closing Effective Date shall receive such severance benefit from Buyer HBI or its Affiliates such HBI Subsidiary as is provided for in BuyerHBI’s general severance policy for such terminations to the extent any such policy is in existence at the time of termination (with full credit being given for each completed full year of service with Target PBI or any Target Subsidiary PBI Subsidiary). HBI and any HBI Subsidiary’s obligation hereunder to make payments as provided herein is expressly subject to PBI or PBank obtaining a non-objection or waiver of any regulatory prohibition or limitation on such payment. (C) Any PBI Employee who has or is party to any employment agreement, severance agreement, change in addition control agreement or any other agreement or arrangement that provides for any payment that would be triggered by the Merger or the Bank Merger (“CIC Payment”) shall not receive any severance benefits as provided in Section 5.7(c)(iii)(B) but will receive the CIC Payment subject to the years receipt of service with Buyer any necessary approvals or its Affiliatesnon-objections from the applicable Regulatory Authorities. Neither HBI nor HBank will seek any regulatory approval or non-objection to make any payments prohibited under applicable Law but will make such payments as may be approved by the applicable Regulatory Authorities if PBI or PBank obtains such approval or non-objection. Any PBI Employee who waives and relinquishes his or her right to a CIC Payment will be eligible for a severance payment as provided in 5.7(c)(iii)(B). (vD) For purposes of this Section 5.14, “cause” means the employer’s good faith reasonable belief that the employee (1) committed fraud, theft or embezzlement; (2) falsified corporate records; (3) disseminated confidential information concerning customers, Buyer, any Affiliate of Buyer or any of its or their employees HBank will offer Xxxxxx X. Xxxxxxxx an employment agreement with terms as provided in violation of any applicable confidentiality agreement or policy; (4) had documented unsatisfactory job performance under Buyer’s dismissal policy; or (5) violated Buyer’s Code of Conduct. The foregoing definition of “cause” is the definition of “cause” used by Buyer and its Affiliates in the ordinary course of its business.Exhibit F.

Employees, Severance Policy. (iA) Subject NPB will endeavor to Buyer’s usual personnel and qualification policies, Buyer will, prior continue the employment of all current employees of CIB or any CIB Subsidiary in positions that will contribute to or as soon as practicable after the Closing Date, inform each Target and Target Subsidiary employee successful performance of the likelihood combined organization. Where there is a coincidence of such employee having continued employment with Buyer following responsibilities, NPB will try to reassign the Closing affected individual to a needed position that utilizes the skills and Buyer will permit any Target and Target Subsidiary employee abilities of the individual. If that is impracticable or if NPB elects to apply for any employment position posted as available with Buyer or an Affiliate of Buyer. Buyer eliminate a position, NPB will make severance payments to any terminated the displaced employee as set forth in this Section 5.14(a4.07(c)(i). NPB will also make severance payments to an employee who declines a position that requires re- location more than 40 miles from his current place of employment. (iiB) Subject to the following minimum and maximum benefits as disclosed on Buyer Disclosure Schedule 5.14(a)(ii)benefits, Buyer NPB will grant an eligible employee its standard one week of severance pay (at his or her then current pay rate) for each year of an employee’s 's service with Target CIB or any Target CIB Subsidiary prior to the employment termination date. The minimum benefit shall be four weeks' salary for full-time exempt and nonexempt employees, which will be pro- rated for part-time employees. The maximum severance benefit will be 26 weeks' salary. (iiiC) All employees of Target CIB or of any Target CIB Subsidiary on the Closing Date date hereof will be eligible for severance benefits set forth in this Section 5.14, in the event of their termination other than for cause4.07(c)(i), except that no that: (1) No employee of Target CIB or of any Target CIB Subsidiary who shall receive any payment payments or benefit benefits pursuant to any “"change in control” " agreement or similar plan or right shall be eligible for any severance benefits; and (iv2) Each person No employee of CIB or of any CIB Subsidiary with an operating systems conversion support role of any kind shall be eligible for any severance benefits unless such employee continues in employment for 30 days following the actual consolidation and conversion of BBank's operating systems with and into NPBank's operating systems, which, as of the date hereof, is scheduled to be completed not later than June 30, 2001. (D) Persons eligible for severance benefits will remain eligible for such benefits if his or her employment is terminated by Buyerin the event of any termination of employment, other than for “"cause”", within twelve six months after of the Closing Effective Date. Any person whose employment with Buyer or an Affiliate of Buyer NPB is terminated by NPB without “"cause” " after twelve six months from the Closing Effective Date shall receive such severance benefit from Buyer or its Affiliates NPB as is provided for in Buyer’s NPB's general severance policy for such terminations to the extent any such policy is in existence at the time of termination (with full credit being given for each completed year of service with Target CIB or any Target Subsidiary in addition to the years of service with Buyer or its AffiliatesCIB Subsidiary). (vE) For purposes of this Section 5.144.07(c)(i), “"cause” " means the employer’s 's good faith reasonable belief that the employee (1) committed fraud, theft or embezzlement; (2) falsified corporate records; (3) disseminated confidential information concerning customers, BuyerNPB, any Affiliate of Buyer NPB Subsidiary or any of its or their employees in violation of any applicable confidentiality agreement or policyemployees; (4) had documented unsatisfactory job performance under Buyer’s NPB's dismissal policy; or (5) violated Buyer’s NPB's Code of Conduct. The foregoing definition of “"cause” " is the definition of “"cause” " used by Buyer NPB and its Affiliates Subsidiaries in the ordinary course of its business.

Employees, Severance Policy. (iA) Subject to BuyerOLB’s usual or the applicable OLB Subsidiary’s personnel and employment qualification policiespolicies and the provisions hereof, Buyer willand subject to OLB’s right to require, prior in its sole discretion and as a condition of employment, such individuals to execute confidentiality, non-competition and/or non-solicitation agreements, OLB will endeavor to continue the employment of each individual who was an employee of DCB or a DCB subsidiary as soon of December 16, 2016 and was continuously an employee of DCB or a DCB subsidiary through the Effective Time (a “DCB Employee”) in a position that will contribute to the successful performance of the combined organization as practicable OLB deems appropriate, consistent with its plans and strategies, for the efficient and effective operation of the OLB Companies after the Closing Effective Time. All such employees who accept offers of employment from an OLB Company (the “Retained Employees”) will be employed on an at-will basis. Notwithstanding anything to the contrary contained in this Section 5.7(c)(ii), no provision of this Agreement shall create any obligation of OLB or an OLB Subsidiary to retain any DCB Employee or create any third party benefit except for the Indemnified Parties’ rights under Section 5.7(c)(iv), which are expressly intended to be for the irrevocable benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and Representatives. If a DCB Employee (1) is not offered employment with OLB or an OLB Company, (2) does not accept an offer of employment because the offer is not for a “Comparable Position” (as defined in the Damascus Community Bank Employee Change in Control Plan attached as Exhibit E hereto (the “Plan”)) or (3) accepts employment and becomes a Retained Employee but is involuntarily terminated without Cause within 12 months of the Effective Date, inform each Target then OLB will cause Old Line or the applicable OLB Subsidiary to make a severance payment to the displaced DCB Employee in accordance with and Target Subsidiary employee of the likelihood of such employee having continued employment with Buyer following the Closing and Buyer will permit any Target and Target Subsidiary employee to apply for any employment position posted as available with Buyer or an Affiliate of Buyer. Buyer will make severance payments to any terminated employee as set forth in this Section 5.14(a)the Plan; provided, however, that each such DCB Employee eligible for a severance payment hereunder will receive at least four weeks of “Base Compensation,” as defined in the Plan. (iiB) Subject to the minimum and maximum benefits as disclosed on Buyer Disclosure Schedule 5.14(a)(ii), Buyer will grant an eligible employee its standard severance pay (at his or her then current pay rate) for each year of an employee’s service with Target or any Target Subsidiary prior to the employment termination date. (iii) All employees of Target or of any Target Subsidiary on the Closing Date will be eligible for severance benefits set forth in this Section 5.14, in the event of their termination other than for cause, except that no employee of Target or of any Target Subsidiary who shall receive any payment or benefit pursuant to any “change in control” agreement or similar plan or right shall be eligible for any severance benefits; and (iv) Each person eligible for severance benefits will remain eligible for such benefits if his or her employment is terminated by Buyer, other than for “cause”, within twelve months after the Closing Date. Any person Retained Employee whose employment with Buyer OLB or an Affiliate of Buyer OLB Subsidiary is terminated without “cause” Cause after twelve 12 months from the Closing Effective Date shall receive such severance benefit from Buyer OLB or its Affiliates such OLB Subsidiary as is provided for in BuyerOLB’s or the applicable OLB Subsidiary’s general severance policy for such terminations to the extent any such policy is in existence at the time of termination (with full credit being given for each completed full year of service with Target DCB or any Target Subsidiary in addition to the years of service with Buyer or its AffiliatesDCB Subsidiary). (vC) For purposes Any DCB Employee who has or is party to any employment agreement, severance agreement, change in control agreement or any other agreement or arrangement (a “CIC Agreement”) that provides for any payment that would be triggered by the Merger or the Bank Merger (“CIC Payment”) shall not receive any severance benefits as provided in Sections 5.7(c)(ii)(A) and (B) but will receive the CIC Payment upon the occurrence of a triggering event under the CIC Agreement. Any DCB Employee who waives and relinquishes his or her right to a CIC Payment will be eligible for a severance payment as provided in Section 5.7(c)(ii)(A) or (B). (D) OLB and any OLB Subsidiary’s obligation hereunder to make payments as provided in this Section 5.14, “cause” means the employer’s good faith reasonable belief that the employee (15.7(c)(ii) committed fraud, theft is expressly subject to OLB obtaining a non-objection or embezzlement; (2) falsified corporate records; (3) disseminated confidential information concerning customers, Buyer, any Affiliate of Buyer or any of its or their employees in violation waiver of any applicable confidentiality agreement regulatory prohibition or policy; limitation on such payment, and OLB’s obligation hereunder is limited to such amount as determined by the Regulatory Authorities. DCB will obtain written acknowledgement of OLB’s obligation hereunder from all DCB employees and officers who may be eligible for such payments. OLB will use reasonable efforts to obtain any required regulatory approval or non-objection and shall file any required notice or application to obtain such approval or non-objection no later than the later of (4i) had documented unsatisfactory job performance under Buyer’s dismissal policy; the date it files its application for approval of the Bank Merger or (5ii) violated Buyer’s Code it becomes aware of Conduct. The foregoing definition of “cause” is the definition of “cause” used by Buyer and its Affiliates in the ordinary course of its businessneed to obtain any such approval or non-objection.

Employees, Severance Policy. (iA) Subject to BuyerPurchaser’s usual or the applicable Purchaser Subsidiary’s personnel and employment qualification policiespolicies and the provisions hereof, Buyer willand subject to Purchaser’s right to require, in its sole discretion and as a condition of employment, such individuals to execute confidentiality, non-competition and/or non-solicitation agreements, Purchaser will endeavor to continue the employment of each individual who was a Xxxxxxx Employee as of January 23, 2020 and was continuously employed by Xxxxxxx or a Xxxxxxx Subsidiary until immediately prior to or the Effective Time in a position that will contribute to the successful performance of the combined organization as soon as practicable Purchaser deems appropriate, consistent with its plans and strategies, for the efficient and effective operation of the Purchaser Companies after the Closing DateEffective Time. Unless agreed otherwise by Purchaser and a Xxxxxxx Employee, inform each Target all such Xxxxxxx Employees who accept offers of employment from Purchaser or a Purchaser Subsidiary (each, a “Retained Employee” and Target Subsidiary employee collectively, the “Retained Employees”) will be employed (1) on an at-will basis and (2) at the base salary, wages or commission or sales incentive award levels that are, in the aggregate, at least equal to those in effect as of the likelihood date of this Agreement, as Disclosed by Xxxxxxx to Purchaser pursuant to Section 3.12 of this Agreement. Notwithstanding anything to the contrary contained in this Section 5.7(c)(i), no provision of this Agreement shall create any obligation of Purchaser or a Purchaser Subsidiary to retain any Xxxxxxx Employee or create any third party benefit except for the severance obligations under Section 5.7(c)(i)(a) and the Indemnified Parties’ rights under Section 5.7(c)(ii), which are expressly intended to be for the irrevocable benefit of, and shall be enforceable by, each affected individual and Indemnified Party and his or her heirs and Representatives. If a Xxxxxxx Employee is not retained as contemplated and described in this Section 5.7(c)(i)(A), or if Purchaser elects to eliminate a position or does not offer a Xxxxxxx Employee comparable employment with a Purchaser Company (i.e., a position of substantially similar job descriptions or responsibilities at or above the same salary level and scheduled hours and commuting distance), or a Retained Employee is terminated by a Purchaser Company without Cause within one year of the Effective Date (each such employee having Xxxxxxx Employee or Retained Employee, a “Displaced Employee”), then Purchaser will make, or cause FM Bank or the applicable Purchaser Subsidiary to make, severance payments to the Displaced Employee as set forth in Section 5.7(c)(i)(C). (B) Purchaser and Xxxxxxx may identify one or more Company Employees whose continued employment with Buyer following the Xxxxxxx Companies through the Closing Purchaser and Xxxxxxx xxxx necessary to the Xxxxxxx Companies’ ability to continue to operate their businesses in the Ordinary Course and without material disruption (each, a “Necessary Employee” and collectively, the “Necessary Employees”). In addition, Purchaser may, after consulting with Xxxxxxx, identify one or more Company Employees who it contemplates will become Retained Employees and whose continued employment with the Xxxxxxx Companies through the Closing and Buyer thereafter with Purchaser or a Puchaser subsidiary Purchaser deems necessary to ensure a smooth integration of the business and operations of the Xxxxxxx Companies with the business and operations of Purchaser and Purchaser Subsdiaries. Purchaser may, directly or through a Purchaser Subsidiary, offer a Necessary Employee and/or a Retained Employee the opportunity, pursuant to an individual retention award letter or similar instrument having such terms as Purchaser, Xxxxxxx and such Necessary Employee, or Purchaser and such Retained Employee, as the case may be, may agree (each, a “Retention Letters” and collectively, the “Retention Letters”), to receive cash payments if such Necessary Employee remains employed in good standing with the Xxxxxxx Companies through the Closing Date and/or such Retained Employee remains employed in good standing with Purchaser or a Purchaser Subsidiary through the dates specified in his or her Retention Letter, which amounts shall be in addition to, and not in lieu of, any severance benefits to which such Necessary Employee or Retained Employee may be entitled upon the termination of his or her employment with a Xxxxxxx Company and/or Purchaer or a Purchaser Subsidiary pursuant to this Section 5.7(c)(i). The aggregate amount to be paid to Necessary Employees pursuant to all such Retention Letters shall not exceed $15,000, and the aggregate amount to be paid to Retained Employees under all such Retention Letters shall not exceed $105,000. For the avoidance of doubt, Xxxxxxx shall not have the right to object to Purchaser’s decision to enter into a Retention Letter with a Company Employee who it contemplates will permit any Target become a Retained Employee. (C) Subject to the provisions of Section 5.7(c)(i)(E) and Target applicable Law, Purchaser will pay, or will cause FM Bank or the applicable Purchaser Subsidiary employee to apply for any employment position posted as available with Buyer or an Affiliate of Buyer. Buyer will make severance payments pay, to any terminated employee Displaced Employee one week of severance pay for each full year of employment with Xxxxxxx or a Xxxxxxx Subsidiary and with Purchaser or FM Bank, provided that the minimum severance payment will be four weeks of severance pay. Severance benefits as set forth in this Section 5.14(a)5.7(c)(i)(C) will be calculated based on the applicable Displaced Employee’s base pay in effect for such Displaced Employee immediately prior to the Effective Time or, if greater, the time of termination. Years of employment will be based on the applicable Displaced Employee’s number of full years employed with Xxxxxxx or a Xxxxxxx Subsidiary or any predecessor thereto and with Purchaser or FM Bank. For the purposes of this provision, the term “base pay” means (A) with respect to a salaried employee, the employee’s base salary before any pre-tax deductions, and (B) with respect to an hourly employee, the product of (1) the employee’s total scheduled hours (prorated, as appropriate) for the 12 full calendar months preceding the month in which the termination of employment occurs and (2) the employee’s hourly wage(s) during such 12-month period, before any pre-tax deductions, but shall exclude the employee’s overtime pay during such 12-month period. (iiD) Subject to the minimum and maximum benefits as disclosed on Buyer Disclosure Schedule 5.14(a)(ii), Buyer will grant an eligible employee its standard severance pay (at his or her then current pay rate) for each year of an employee’s service with Target or any Target Subsidiary prior to the employment termination date. (iii) All employees of Target or of any Target Subsidiary on the Closing Date will be eligible for severance benefits set forth in this Section 5.14, in the event of their termination other than for cause, except that no employee of Target or of any Target Subsidiary who shall receive any payment or benefit pursuant to any “change in control” agreement or similar plan or right shall be eligible for any severance benefits; and (iv) Each person eligible for severance benefits will remain eligible for such benefits if his or her employment is terminated by Buyer, other than for “cause”, within twelve months after the Closing Date. Any person Retained Employee whose employment with Buyer Purchaser or an Affiliate of Buyer a Purchaser Subsidiary is terminated without “cause” Cause after twelve months one year from the Closing Effective Date shall receive such severance benefit from Buyer Purchaser or its Affiliates such Purchaser Subsidiary as is provided for in BuyerPurchaser’s or the applicable Purchaser Subsidiary’s general severance policy for such terminations to the extent any such policy is in existence at the time of termination (with full credit being given for each completed full year of service with Target Xxxxxxx or any Target Subsidiary in addition to the years of service with Buyer or its AffiliatesXxxxxxx Subsidiary). (vE) For Subject to Section 6.2(m) hereof and applicable Law, Purchaser will honor the terms of the employment and change in control severance agreements listed in Xxxxxxx Disclosure Schedule 3.12(b). Any Xxxxxxx Employee who has or is party to any employment agreement, severance agreement, change in control agreement or any other Contract (a “CIC Agreement”) that provides for any payment that would be triggered by the Merger or the Bank Merger (“CIC Payment”) shall not receive any severance benefits as provided in Sections 5.7(c)(i)(A) and (C) but will receive the CIC Payment upon the occurrence of a triggering event under the CIC Agreement. Any Xxxxxxx Employee who waives and relinquishes his or her right to a CIC Payment will be eligible for a severance payment as provided in Sections 5.7(c)(i)(A) and (C). (F) Following the Closing Date, each Retained Employee will be offered employee benefits from Purchaser or a Purchaser Subsidiary that are comparable to those provided by Purchaser and the Purchaser Subsidiaries on the Closing Date to similarly situated employees to the extent the provisions, rules, and regulations of or applicable to such employee benefits make such Retained Employee eligible for participation therein. Purchaser does not guarantee the adoption or continuance of any particular employee benefit plan or program during the term of a Retained Employee’s employment, and his or her participation in any benefit plan or program shall be subject to the provisions, rules and regulations applicable thereto. As of the Closing Date, each Retained Employee shall be entitled to full credit for each year of service with the Xxxxxxx Companies for purposes of this Section 5.14determining eligibility for participation and vesting and benefit accrual in Purchaser’s post-Closing employee benefit plans, “cause” means programs and policies, except as prohibited by Law. Purchaser shall use the original date of hire by the Xxxxxxx Companies in making these determinations. In the event of any termination of any Xxxxxxx health plan or consolidation of any such plan with any Purchaser health plan, Purchaser shall, following the Effective Time, make available to Retained Employees and their dependents employer’s good faith reasonable belief -provided health coverage on the same or similar basis as it provides such coverage to Purchaser employees. Unless a Retained Employee affirmatively terminates coverage under a Xxxxxxx health plan before the time that such Retained Employee becomes eligible to participate in the employee (1) committed fraudPurchaser health plan, theft or embezzlement; (2) falsified corporate records; (3) disseminated confidential information concerning customers, Buyer, any Affiliate no coverage of Buyer or any of its the Retained Employees or their dependents shall terminate under any of the Xxxxxxx health plans before the time such Retained Employees and their dependents become eligible to participate in the health plans, programs and benefits common to all employees in violation of Purchaser and their dependents. (G) To the extent permitted under the terms of any applicable confidentiality agreement or policy; tax-qualified retirement plan maintained by Purchaser after the Effective Time and subject to the terms and conditions thereof, such plan shall accept “eligible rollover distributions” (4within the meaning of Section 402(c)(4) had documented unsatisfactory job performance under Buyer’s dismissal policy; or (5of the IRC) violated Buyer’s Code of Conduct. The foregoing definition of “cause” is cash amounts received from the definition of “cause” used by Buyer and its Affiliates in the ordinary course of its businessXxxxxxx ESOP with respect to any Retained Employees.