Common use of Employees, Severance Policy Clause in Contracts

Employees, Severance Policy. (a) Subject to Parent Bank's usual personnel and qualification policies, Parent Bank will endeavor to continue the employment of all current Pocono employees in positions that will contribute to the successful performance of the combined organization. More specifically Parent Bank will, after consultation with Pocono prior to the Effective Date, use its best efforts to inform each Pocono employee of the likelihood of such employee having continued employment with Parent Bank. Parent Bank will give any Pocono applicant significant consideration over other applicants with similar experience. Where there is a coincidence of responsibilities, Parent Bank will try to reassign the affected individual to a needed position that uses the skills and abilities of the individual. If that is impractical or if Parent Bank elects to eliminate a position or does not offer the employee comparable employment (i.e., a position of substantially similar job descriptions or responsibilities at substantially the same salary level in a work location that is within twenty five (25) miles of the employee's then current work location with Pocono, Parent Bank will make severance payments to the displaced employee as set forth in this Section 6.19. (b) Except for certain Key Employees listed on Schedule 6.19, Parent Bank will grant an employee two (2) weeks of severance pay for each year of service, and continue to pay medical benefits during the severance payment term or until enrolled in another health plan, whichever occurs first, provided that any coverage period required under Code Section 4980B shall run concurrently with the period that health benefit coverage is provided to such person(s) under this Section. In lieu of the severance payments provided under this Subsection 6.19(b), the Key Employees shall receive nine (9) months of their then current salary and continued medical benefits for up to nine (9) months or until enrolled in another health plan, whichever occurs first, provided that any coverage period required under Code Section 4980B shall run concurrently with the period that health benefit coverage is provided to such person(s) under this Section. (c) All employees of Pocono on the date hereof will be eligible for severance benefits set forth in this Section 6.19, except that no employee of Pocono 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 or similar plan or right. (d) Each person eligible for severance benefits will remain eligible for such benefits if his or her employment is terminated, 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 6.19(a) above, within twelve (12) months after the Effective Date. Any person whose employment with Parent Bank is terminated without "cause" after twelve (12) months from the Effective Date shall receive such severance benefit from Parent Bank as is provided for in Parent Bank's general severance policy for such terminations (with full credit being given for each year of service with Pocono). (e) For purposes of this Section 6.19, "cause" means the employer's good faith reasonable belief that an employee (1) committed fraud, theft or embezzlement; (2) falsified corporate records; (3) disseminated confidential information concerning customers, Parent or Parent Bank or any of its or their employees in violation of any applicable confidentiality agreement or policy, or (4) failed to adequately perform his or her duties as an employee.

Employees, Severance Policy. (a) Subject to Parent Bank's usual personnel and qualification policies, Parent Bank NPB will endeavor to continue the employment of all current Pocono employees of Panasia in positions that will contribute to the successful performance of the combined organization. More specifically Parent Bank will, after consultation with Pocono prior to the Effective Date, use its best efforts to inform each Pocono employee of the likelihood of such employee having continued employment with Parent Bank. Parent Bank will give any Pocono applicant significant consideration over other applicants with similar experience. Where there is a coincidence of responsibilities, Parent Bank NPB will try to reassign the affected individual to a needed position that uses utilizes the skills and abilities of the individual. If that is impractical impracticable or if Parent Bank NPB elects to eliminate a position or does not offer the employee comparable employment (i.e.position, a position of substantially similar job descriptions or responsibilities at substantially the same salary level in a work location that is within twenty five (25) miles of the employee's then current work location with Pocono, Parent Bank NPB will make severance payments to the displaced employee as set forth in this Section 6.19. (b) Except herein. NPB will also make severance payments to an employee who declines a position that requires re- location more than 25 miles from his current place of employment. If a Panasia employee accepts a position that requires relocation of more than 25 miles from his current place of employment, NPB will reimburse him for certain Key Employees listed on Schedule 6.19documented relocation expenses, Parent Bank up to a maximum of $5,000. Subject to the following minimum and maximum benefits, NPB will grant an eligible employee two (2) weeks one week of severance pay (at his then current pay rate) for each year of servicean employee's service with Panasia prior to the employment termination date. The minimum benefit shall be four weeks' salary for full-time employees, and continue to pay medical benefits during the which will be pro-rated for part-time employees. The maximum severance payment term or until enrolled in another health plan, whichever occurs first, provided that any coverage period required under Code Section 4980B shall run concurrently with the period that health benefit coverage is provided to such person(s) under this Sectionwill be seven weeks' salary. In lieu of the severance payments provided under this Subsection 6.19(b), the Key Employees shall receive nine (9) months of their then current salary and continued medical benefits for up to nine (9) months or until enrolled in another health plan, whichever occurs first, provided that any coverage period required under Code Section 4980B shall run concurrently with the period that health benefit coverage is provided to such person(s) under this Section. (c) All employees of Pocono Panasia on the date hereof will be eligible for these severance benefits set forth in this Section 6.19benefits, except that no employee of Pocono Panasia who shall receive any severance payments or benefits as provided hereunder shall also be eligible for any payment or benefit pursuant to any "change in control" agreement, employment agreement or similar plan or right. (d) Each person right shall be eligible for any severance benefits. Persons eligible for relocation or severance benefits will remain eligible for such benefits if his in the event of any relocation or her termination of employment is terminated, 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 6.19(a) above, within twelve (12) three months after of the Effective Date. Any person whose employment with Parent Bank NPB is terminated by NPB without "cause" after twelve (12) three months from the Effective Date shall receive such severance benefit from Parent Bank NPB as is provided for in Parent BankNPB's general severance policy for such terminations (with full credit being given for each year of service with PoconoPanasia). (e) . For purposes of this Section 6.194.07(c)(2), "cause" means shall mean the employer's good faith reasonable belief that an the employee (1) committed fraud, theft or theft, embezzlement; (2) , falsified corporate records; (3) , disseminated confidential information concerning customers, Parent or Parent Bank or NPB, any of its or their employees in violation of any applicable confidentiality agreement or policy, or (4) failed to adequately perform his or her duties as an employee.NPB

Employees, Severance Policy. (aA) Subject to Parent BankNPB's usual personnel and qualification policies, Parent Bank NPB will endeavor to continue the employment of all current Pocono non-management employees of PFI in positions that will contribute to the successful performance of the combined organization. More specifically Parent Bank specifically, NPB will, after consultation with Pocono prior to the Effective George C. Mason and Hugh J. Garchinskx, xxxxx xx xx soon xxxxx xxx Xxxxxxx Date, use its best efforts to inform each Pocono PFI employee of the likelihood of such employee having continued employment with Parent BankNPB, NPBank or any other NPB Subsidiary following the Closing, and will permit any PFI employee to apply for any employment position posted as available with NPB, NPBank or any other NPB Subsidiary. Parent Bank NPB will give any Pocono PFI applicant significant consideration over other applicants with similar experiencepriority consideration. Where there is a coincidence of responsibilities, Parent Bank NPB will try to reassign the affected individual to a needed position that uses utilizes the skills and abilities of the individual. If that is impractical impracticable or if Parent Bank NPB elects to eliminate a position or does not offer the employee comparable employment (i.e., a position of substantially similar job descriptions or responsibilities at substantially the same salary level in a work location that is within twenty five (25) miles of the employee's then current work location with PoconoPFI), Parent Bank NPB will make severance payments to the displaced employee as set forth in this Section 6.195.07(c)(i). (bB) Except for certain Key Employees listed on Schedule 6.19Subject to the following minimum and maximum benefits, Parent Bank NPB will grant an eligible employee two (2) weeks of severance pay (at his then current pay rate) for each year of servicean employee's service with PFI or any PFI Subsidiary prior to the employment termination date. The minimum benefit shall be eight weeks' salary for full-time employees, and continue to pay medical benefits during the which will be pro-rated for part-time employees. The maximum severance payment term or until enrolled in another health plan, whichever occurs first, provided that any coverage period required under Code Section 4980B shall run concurrently with the period that health benefit coverage is provided to such person(s) under this Section. In lieu of the severance payments provided under this Subsection 6.19(b), the Key Employees shall receive nine (9) months of their then current salary and continued medical benefits for up to nine (9) months or until enrolled in another health plan, whichever occurs first, provided that any coverage period required under Code Section 4980B shall run concurrently with the period that health benefit coverage is provided to such person(s) under this Sectionwill be 26 weeks' salary. (cC) All employees of Pocono PFI or of any PFI Subsidiary on the date hereof will be eligible for severance benefits set forth in this Section 6.195.07(c)(i), except that no that: (1) No employee of Pocono PFI or of any PFI 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 or similar plan or rightright shall be eligible for any severance benefits; and (2) No employee of PFI or of any PFI 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 Peoples Bank's operating systems with and into NPBank's operating systems, which, as of the date hereof, is scheduled to be completed not later than sixty days after the Effective Date. (dD) Each person eligible for severance benefits will remain eligible for such benefits if his or her employment is terminated, 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 6.19(a) above, within twelve (12) months after the Effective Date. Any person whose employment with Parent Bank NPB or any NPB Subsidiary is terminated without "cause" after twelve (12) months from the Effective Date shall receive such severance benefit from Parent Bank NPB or such NPB Subsidiary as is provided for in Parent BankNPB's general severance policy for such terminations (with full credit being given for each year of service with PoconoPFI or any PFI Subsidiary). (eE) For purposes of this Section 6.195.07(c)(i), "cause" means the employer's good faith reasonable belief that an the employee (1) committed fraud, theft or embezzlement; (2) falsified corporate records; (3) disseminated confidential information concerning customers, Parent or Parent Bank NPB, any NPB Subsidiary or any of its or their employees in violation of any applicable confidentiality agreement or policy, or ; (4) failed to adequately perform his had documented unsatisfactory job performance under NPB's dismissal policy; or her duties as an employee(5) violated NPB's Code of Conduct. The foregoing definition of "cause" is the definition of "cause" used by NPB and its Subsidiaries in the ordinary course of its business.

Employees, Severance Policy. (aA) Subject to Parent BankNPB's usual personnel and qualification policies, Parent Bank NPB will endeavor to continue the employment of all current Pocono non-management employees of NFC in positions that will contribute to the successful performance of the combined organization. More specifically Parent Bank specifically, NPB will, after consultation with Pocono Xxxxx X. Xxxxxxxx, President and Chief Executive Officer of NFC, prior to or soon after the Effective Closing Date, use its best efforts to inform each Pocono NFC employee of the likelihood of such employee having continued employment with Parent Nittany Bank, NPB, NPBank or any other NPB Subsidiary following the Closing, it being NPB’s intent to retain all customer contact personnel, and NPB will permit any NFC employee to apply for any employment position posted as available with Nittany Bank, NPB, NPBank or any other NPB Subsidiary. Parent Bank NPB will give any Pocono NFC applicant significant consideration over other applicants with similar experiencepriority consideration. Where there is a coincidence of responsibilities, Parent Bank NPB will try to reassign the affected individual to a needed position that uses utilizes the skills and abilities of the individual. If that is impractical impracticable or if Parent Bank NPB elects to eliminate a position or does not offer the employee comparable employment (i.e., a position of substantially similar job descriptions description or responsibilities at substantially the same salary level in a work location that is within twenty twenty-five (25) miles of the employee's ’s then current work location with PoconoNFC), Parent Bank NPB will make severance payments to the displaced employee as set forth in this Section 6.195.07(c)(i). (bB) Except for certain Key Employees listed on Schedule 6.19Subject to the following minimum and maximum benefits, Parent Bank NPB will grant an eligible employee two (2) weeks of severance pay (at his then current pay rate) for each year of servicean employee's service with NFC or any NFC Subsidiary prior to the employment termination date. The minimum benefit shall be eight weeks' salary for full-time employees, and continue to pay medical benefits during the which will be pro-rated for part-time employees. The maximum severance payment term or until enrolled in another health plan, whichever occurs first, provided that any coverage period required under Code Section 4980B shall run concurrently with the period that health benefit coverage is provided to such person(s) under this Section. In lieu of the severance payments provided under this Subsection 6.19(b), the Key Employees shall receive nine (9) months of their then current salary and continued medical benefits for up to nine (9) months or until enrolled in another health plan, whichever occurs first, provided that any coverage period required under Code Section 4980B shall run concurrently with the period that health benefit coverage is provided to such person(s) under this Sectionwill be 16 weeks' salary. (cC) All employees of Pocono NFC or of any NFC Subsidiary on the date hereof will be eligible for severance benefits set forth in this Section 6.195.07(c)(i), except that no that: (1) No employee of Pocono NFC or of any NFC 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 or similar plan or rightright shall be eligible for any severance benefits; and (2) No employee of NFC or of any NFC 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 NFC’s operating systems with and into NPB's operating systems, which, as of the date hereof, is scheduled to be completed not later than sixty days after the Effective Date. (dD) Each person eligible for severance benefits will remain eligible for such benefits if his or her employment is terminated, 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 6.19(a) above, within twelve (12) months after the Effective Date. Any person whose employment with Parent Bank NPB or any NPB Subsidiary is terminated without "cause" after twelve (12) months from the Effective Date shall receive such severance benefit from Parent Bank NPB or such NPB Subsidiary as is provided for in Parent BankNPB's general severance policy for such terminations (with full credit being given for each year of service with PoconoNFC or any NFC Subsidiary in addition to the years of service with NPB or any NPB Subsidiary). (eE) For purposes of this Section 6.195.07(c)(i), "cause" means the employer's good faith reasonable belief that an the employee (1) committed fraud, theft or embezzlement; (2) falsified corporate records; (3) disseminated confidential information concerning customers, Parent or Parent Bank NPB, any NPB Subsidiary or any of its or their employees in violation of any applicable confidentiality agreement or policy, or ; (4) failed to adequately perform his had documented unsatisfactory job performance under NPB's dismissal policy; or her duties as an employee(5) violated NPB's Code of Conduct. The foregoing definition of "cause" is the definition of "cause" used by NPB and its Subsidiaries in the ordinary course of its business.

Employees, Severance Policy. (aA) NPB has placed a freeze on all non-critical hiring within the NPB organization in order to have available the maximum number of positions for current FirstService employees, and will continue this freeze through the Closing Date. Subject to Parent BankNPB's usual personnel and qualification policies, Parent Bank NPB will endeavor to continue the employment of all current Pocono employees of FirstService or any FirstService Subsidiary in positions that will contribute to the successful performance of the combined organization. More specifically Parent Bank specifically, NPB will, after consultation with Pocono prior to the Effective John C. Spier and Donald P. Xxxxxxxxxxx, prixx xx xx xxxx xxxxx xhe Closing Date, use its best efforts to inform each Pocono FirstService employee of the likelihood of such employee having continued employment with Parent BankNPB, NP Bank or any other NPB Subsidiary following the Closing, and will permit any FirstService employee to apply for any employment position posted as available with NPB, NP Bank or any other NPB Subsidiary. Parent Bank NPB will give any Pocono FirstService applicant significant consideration over other applicants with similar experiencepriority consideration. Where For non-customer contact employees, where there is a coincidence of responsibilities, Parent Bank NPB will try to reassign the affected individual to a needed position that uses utilizes the skills and abilities of the individual. If that is impractical impracticable or if Parent Bank NPB elects to eliminate a position or does not offer the employee comparable employment (i.e.position, a position of substantially similar job descriptions or responsibilities at substantially the same salary level in a work location that is within twenty five (25) miles of the employee's then current work location with Pocono, Parent Bank NPB will make severance payments to the displaced employee as set forth in this Section 6.194.07(c)(ii). All FirstService customer contact employees will be offered employment in their current positions. (bB) Except for certain Key Employees listed on Schedule 6.19Subject to the following minimum and maximum benefits, Parent Bank NPB will grant an eligible employee two (2) weeks one week of severance pay (at his then current pay rate) for each year and each partial year of servicean employee's service with FirstService or any FirstService Subsidiary prior to the employment termination date. The minimum benefit shall be eight weeks' salary for full-time exempt and nonexempt employees, and continue to pay medical benefits during the which will be pro-rated for part-time employees. The maximum severance payment term or until enrolled in another health plan, whichever occurs first, provided that any coverage period required under Code Section 4980B shall run concurrently with the period that health benefit coverage is provided to such person(s) under this Section. In lieu of the severance payments provided under this Subsection 6.19(b), the Key Employees shall receive nine (9) months of their then current salary and continued medical benefits for up to nine (9) months or until enrolled in another health plan, whichever occurs first, provided that any coverage period required under Code Section 4980B shall run concurrently with the period that health benefit coverage is provided to such person(s) under this Sectionwill be 26 weeks' salary. (cC) All employees of Pocono FirstService or of any FirstService Subsidiary on the date hereof will be eligible for severance benefits set forth in this Section 6.194.07(c)(ii), except that no that: (1) No employee of Pocono FirstService or of any FirstService 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 or similar plan or rightright shall be eligible for any severance benefits; (2) No employee of FirstService or of any FirstService 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 FirstService'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; (3) No non-exempt employee of FirstService or of any FirstService Subsidiary who receives and turns down any two job offers of equal or higher salary grade at a location within a 15-mile radius of the employee's home shall be eligible for any severance benefits; and (4) No exempt employee of FirstService or of any FirstService Subsidiary who receives and turns down a job offer of equal or higher salary grade at a location within a 25-mile radius of the employee's home shall be eligible for any severance benefits. Notwithstanding the foregoing, each full-time employee of FirstService or of any FirstService Subsidiary who is not employed in a community office, FirstService Insurance Agency, Inc. office, FirstService Capital, Inc. office, or lending staff position and who rejects a job offer described in clause (3) or (4) above or who elects to terminate employment with NPB or any NPB Subsidiary within 90 days after the Effective Date shall be entitled to eight weeks of severance benefits. (dD) Each person eligible for severance benefits will remain eligible for such benefits if his or her employment is terminated, 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 6.19(a) above, within twelve (12) six months after the Effective Date. Any person whose employment with Parent Bank NPB or any NPB Subsidiary is terminated without "cause" after twelve (12) six months from the Effective Date shall receive such severance benefit from Parent Bank NPB or such NPB Subsidiary as is provided for in Parent BankNPB's general severance policy for such terminations (with full credit being given for each year of service with PoconoFirstService or any FirstService Subsidiary). (eE) For purposes of this Section 6.194.07(c)(ii), "cause" means the employer's good faith reasonable belief that an the employee (1) committed fraud, theft or embezzlement; (2) falsified corporate records; (3) disseminated confidential information concerning customers, Parent or Parent Bank NPB, any NPB Subsidiary or any of its or their employees in violation of any applicable confidentiality agreement or policy, or ; (4) failed to adequately perform his had documented unsatisfactory job performance under NPB's dismissal policy; or her duties as an employee(5) violated NPB's Code of Conduct. The foregoing definition of "cause" is the definition of "cause" used by NPB and its Subsidiaries in the ordinary course of its business.

Employees, Severance Policy. (aA) Subject to Parent BankNPB's usual personnel and qualification policies, Parent Bank NPB will endeavor to continue the employment of all current Pocono non-management employees of CBT in positions that will contribute to the successful performance of the combined organization. More specifically Parent Bank specifically, NPB will, after consultation with Pocono Zxxxxxxx X. Xxxxxxxxxxxx, President and Chief Executive Officer of CBT, prior to or soon after the Effective Closing Date, use its best efforts to inform each Pocono CBT employee of the likelihood of such employee having continued employment with Parent the Surviving Bank following the Closing, it being NPB’s intent to retain most of CBT’s customer contact personnel, and NPB will permit any CBT employee to apply for any employment position posted as available with the Surviving Bank, NPB, NPBank or any other NPB Subsidiary. Parent Bank NPB will give any Pocono CBT applicant significant consideration over other applicants with similar experiencepriority consideration. Where there is a coincidence of responsibilities, Parent Bank NPB will try to reassign the affected individual to a needed position that uses utilizes the skills and abilities of the individual. If that is impractical impracticable or if Parent Bank NPB elects to eliminate a position or does not offer the employee comparable employment (i.e., a position of substantially similar job descriptions description or responsibilities at substantially the same salary level in a work location that is within twenty five thirty (2530) miles of the employee's ’s then current work location with PoconoCBT), Parent Bank NPB will make severance payments to the displaced employee as set forth in this Section 6.195.08(c)(i). (bB) Except for certain Key Employees listed on Schedule 6.19Subject to the following minimum and maximum benefits, Parent Bank NPB will grant an eligible employee two (2) weeks of severance pay (at his or her then current pay rate) for each year of servicean employee's service with CBT or any CBT Subsidiary prior to the employment termination date. The minimum benefit shall be eight weeks' salary for full-time employees, and continue to pay medical benefits during the which will be pro-rated for part-time employees. The maximum severance payment term or until enrolled in another health plan, whichever occurs first, provided that any coverage period required under Code Section 4980B shall run concurrently with the period that health benefit coverage is provided to such person(s) under this Section. In lieu of the severance payments provided under this Subsection 6.19(b), the Key Employees shall receive nine (9) months of their then current salary and continued medical benefits for up to nine (9) months or until enrolled in another health plan, whichever occurs first, provided that any coverage period required under Code Section 4980B shall run concurrently with the period that health benefit coverage is provided to such person(s) under this Sectionwill be 26 weeks' salary. (cC) All employees of Pocono CBT or of any CBT Subsidiary on the date hereof will be eligible for severance benefits set forth in this Section 6.195.08(c)(i), except that no that: (1) No employee of Pocono CBT or of any CBT 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 or similar plan or rightright shall be eligible for any severance benefits; and (2) No employee of CBT or of any CBT 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 CBT’s operating systems with and into NPB's operating systems, which, as of the date hereof, is scheduled to be completed not later than sixty days after the Effective Date. In addition to these severance benefits, CBT is also authorized to pay retention bonuses to persons identified on Exhibit 5.08(c) in amounts mutually agreed between CBT and NPB prior to Closing provided that those persons remain employed by CBT for 30 days following the conversion of CBT’s computer systems with and into NPB’s operating systems. (dD) Each person eligible for severance benefits will remain eligible for such benefits if his or her employment is terminated, 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 6.19(a) above, within twelve (12) months after the Effective Date. Any person whose employment with Parent Bank NPB or any NPB Subsidiary is terminated without "cause" after twelve (12) months from the Effective Date shall receive such severance benefit from Parent Bank NPB or such NPB Subsidiary as is provided for in Parent BankNPB's general severance policy for such terminations (with full credit being given for each year of service with PoconoCBT or any CBT Subsidiary in addition to the years of service with NPB or any NPB Subsidiary). (eE) For purposes of this Section 6.195.08(c)(i), "cause" means the employer's good faith reasonable belief that an the employee (1) committed fraud, theft or embezzlement; (2) falsified corporate records; (3) disseminated confidential information concerning customers, Parent or Parent Bank NPB, any NPB Subsidiary or any of its or their employees in violation of any applicable confidentiality agreement or policy, or ; (4) failed to adequately perform his or her duties as an employee.had documented unsatisfactory job performance under NPB's dismissal

Employees, Severance Policy. (aA) Subject to Parent Bank's usual personnel and qualification policies, Parent Bank HNC will endeavor to continue the employment of all current Pocono WFB employees in positions that will contribute to the successful performance of the combined organization. More specifically Parent Bank will, after consultation with Pocono During the period prior to the Effective DateTime, use its best efforts HNC will cooperate with WFB to inform each Pocono employee of identify the likelihood of such employee having continued employment roles that WFB’s current employees will be expected to play with Parent Bank. Parent HNC, HNC Bank will give any Pocono applicant significant consideration over or other applicants with similar experience. Where there is a coincidence of responsibilities, Parent Bank will try to reassign HNC Subsidiary after the affected individual to a needed position that uses the skills and abilities of the individualEffective Time. If that is impractical prior to the Effective Time or if Parent Bank within one year after the Effective Time, HNC elects to displace or eliminate a position of an employee not subject to an employment or does not offer the employee comparable employment (i.e.change of control agreement for reasons other than cause, a position of substantially similar job descriptions or responsibilities at substantially the same salary level in a work location that is within twenty five (25) miles of the employee's then current work location with Pocono, Parent Bank HNC will make severance payments to the displaced employee as set forth in this Section 6.19. (b) Except for certain Key Employees listed on Schedule 6.19, Parent Bank will grant an employee payment of two (2) weeks of severance pay compensation for each year of servicethe employee’s combined service with WFB and WFB Bank (subject to applicable taxes and withholding requirements), and with a minimum of four (4) weeks up to a maximum of twenty-six (26) weeks. Terminated WFB employees will have the right to continue to pay medical benefits during coverage under the group health plans of HNC or HNC Bank in accordance with IRC Section 4980(f). During the severance payment term or until the employee is enrolled in another health plan, whichever occurs first, HNC will continue to pay the employer’s share of medical benefits that it pays for its employees generally, provided that any coverage period required under Code Section IRC 4980B shall run concurrently with the period that HNC pays the employer’s share of health benefit coverage is provided to such person(s) under this Section. In lieu of the severance payments provided under this Subsection 6.19(b), the Key Employees shall receive nine (9) months of their then current salary and continued medical benefits for up to nine (9) months or until enrolled in another health plan, whichever occurs first, provided that any coverage period required under Code Section 4980B shall run concurrently with the period that health benefit coverage is provided to such person(s) under this Section. (cB) All WFB’s employees who become employees of Pocono on HNC and its Subsidiaries (the date hereof will “Continuing Employees”) will, immediately upon Effective Time, be eligible for severance all HNC Benefit Plans that are generally available to HNC employees upon the terms of the HNC Benefit Plans applicable from time to time. The Continuing Employees will be given full credit for years of service with WFB for purposes of eligibility and vesting, but not for purposes of calculating benefit amounts, under HNC’s applicable employee benefit plans. (C) HNC shall have no obligation to provide to any directors, officers or employees of WFB or any WFB Subsidiary any benefits of any sort other than, as to employees of WFB, HNC’s normal and customary benefits for HNC’s employees. (D) Notwithstanding any other provision of this Agreement, before, at or promptly after the Effective Time, HNC shall have the right to freeze, merge or terminate the existing WFB Benefit Plans and where applicable transfer its assets into HNC’s existing 401(k) plan or shall have WFB freeze or terminate any existing WFB Benefit Plan. (E) Employees of WFB shall not be deemed third party beneficiaries of the commitments set forth in this Section 6.19, except that no employee of Pocono 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 or similar plan or right5.08. (d) Each person eligible for severance benefits will remain eligible for such benefits if his or her employment is terminated, 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 6.19(a) above, within twelve (12) months after the Effective Date. Any person whose employment with Parent Bank is terminated without "cause" after twelve (12) months from the Effective Date shall receive such severance benefit from Parent Bank as is provided for in Parent Bank's general severance policy for such terminations (with full credit being given for each year of service with Pocono). (e) For purposes of this Section 6.19, "cause" means the employer's good faith reasonable belief that an employee (1) committed fraud, theft or embezzlement; (2) falsified corporate records; (3) disseminated confidential information concerning customers, Parent or Parent Bank or any of its or their employees in violation of any applicable confidentiality agreement or policy, or (4) failed to adequately perform his or her duties as an employee.

Employees, Severance Policy. (aA) Subject to Parent Bank's NPB’s usual personnel and qualification policies, Parent Bank NPB will endeavor to continue the employment of all current Pocono non-management employees of PFI in positions that will contribute to the successful performance of the combined organization. More specifically Parent Bank specifically, NPB will, after consultation with Pocono Xxxxxx X. Xxxxx and Xxxx X. Xxxxxxxxxx, prior to or soon after the Effective Closing Date, use its best efforts to inform each Pocono PFI employee of the likelihood of such employee having continued employment with Parent BankNPB, NPBank or any other NPB Subsidiary following the Closing, and will permit any PFI employee to apply for any employment position posted as available with NPB, NPBank or any other NPB Subsidiary. Parent Bank NPB will give any Pocono PFI applicant significant consideration over other applicants with similar experiencepriority consideration. Where there is a coincidence of responsibilities, Parent Bank NPB will try to reassign the affected individual to a needed position that uses utilizes the skills and abilities of the individual. If that is impractical impracticable or if Parent Bank NPB elects to eliminate a position or does not offer the employee comparable employment (i.e., a position of substantially similar job descriptions or responsibilities at substantially the same salary level in a work location that is within twenty five (25) miles of the employee's ’s then current work location with PoconoPFI), Parent Bank NPB will make severance payments to the displaced employee as set forth in this Section 6.195.07(c)(i). (bB) Except for certain Key Employees listed on Schedule 6.19Subject to the following minimum and maximum benefits, Parent Bank NPB will grant an eligible employee two (2) weeks of severance pay (at his then current pay rate) for each year of servicean employee’s service with PFI or any PFI Subsidiary prior to the employment termination date. The minimum benefit shall be eight weeks’ salary for full-time employees, and continue to pay medical benefits during the which will be pro-rated for part-time employees. The maximum severance payment term or until enrolled in another health plan, whichever occurs first, provided that any coverage period required under Code Section 4980B shall run concurrently with the period that health benefit coverage is provided to such person(s) under this Section. In lieu of the severance payments provided under this Subsection 6.19(b), the Key Employees shall receive nine (9) months of their then current salary and continued medical benefits for up to nine (9) months or until enrolled in another health plan, whichever occurs first, provided that any coverage period required under Code Section 4980B shall run concurrently with the period that health benefit coverage is provided to such person(s) under this Sectionwill be 26 weeks’ salary. (cC) All employees of Pocono PFI or of any PFI Subsidiary on the date hereof will be eligible for severance benefits set forth in this Section 6.195.07(c)(i), except that no that: (1) No employee of Pocono PFI or of any PFI 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 or similar plan or rightright shall be eligible for any severance benefits; and (2) No employee of PFI or of any PFI 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 Peoples Bank’s operating systems with and into NPBank’s operating systems, which, as of the date hereof, is scheduled to be completed not later than sixty days after the Effective Date. (dD) Each person eligible for severance benefits will remain eligible for such benefits if his or her employment is terminated, 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 6.19(a) above”, within twelve (12) months after the Effective Date. Any person whose employment with Parent Bank NPB or any NPB Subsidiary is terminated without "“cause" ” after twelve (12) months from the Effective Date shall receive such severance benefit from Parent Bank NPB or such NPB Subsidiary as is provided for in Parent Bank's NPB’s general severance policy for such terminations (with full credit being given for each year of service with PoconoPFI or any PFI Subsidiary). (eE) For purposes of this Section 6.195.07(c)(i), "“cause" ” means the employer's ’s good faith reasonable belief that an the employee (1) committed fraud, theft or embezzlement; (2) falsified corporate records; (3) disseminated confidential information concerning customers, Parent or Parent Bank NPB, any NPB Subsidiary or any of its or their employees in violation of any applicable confidentiality agreement or policy, or ; (4) failed to adequately perform his had documented unsatisfactory job performance under NPB’s dismissal policy; or her duties as an employee(5) violated NPB’s Code of Conduct. The foregoing definition of “cause” is the definition of “cause” used by NPB and its Subsidiaries in the ordinary course of its business.