Common use of Employment and Benefits Clause in Contracts

Employment and Benefits. (a) Except as provided in the Employment Agreements and subject to Section 5.08, the Purchaser shall have at all times complete discretion to determine the specific benefit plans, programs, policies and arrangements to be provided to Employees; however, Employees shall be given credit for purposes of eligibility and vesting under each employee benefit plan, program, policy or arrangement of the Purchaser or any of its Affiliates in which the Employees are eligible to participate for all service with the Company or any Affiliate (to the extent such credit was given by a comparable employee benefit plan, program, policy or arrangement of the Company). Such service, however, will not be counted or credited for purposes of (i) benefit accrual under any defined benefit pension plan or (ii) any frozen plan. (b) Except as provided in the Employment Agreements, nothing contained herein shall obligate Purchaser to employ, or offer to employ, any current or former employee of Company, to retain any Employees for any specific period, to institute or maintain any levels of compensation or benefit plans or arrangements, or otherwise to take or continue any actions with respect to its employees (including Employees) after the Closing, it being understood that no Employee is intended to or shall receive by reason of this Agreement any direct or third party beneficiary rights against Purchaser. (c) Prior to the Closing Date, the Company shall take all actions necessary to terminate any profit sharing plans and any Benefit Plans intended to be qualified under Section 401(k) of the Code (including the Potomac Mortgage Group, LLC 401(k) Plan), effective in each case no later than the business day prior to the Closing Date, including adopting the relevant resolutions of the board of managers of the Company (the form and substance of which shall be subject to review and approval by Parent). (d) Notwithstanding the foregoing, after adoption of a final rule by the Bureau of Consumer Financial Protection implementing the amendments to Regulation Z of the Board of Governors of the Federal Reserve System proposed in a Notice of Proposed Rulemaking published on September 7, 2012, and to the extent then permitted under Applicable Law, Purchaser, Parent, and the Company will develop a program for the grant of stock options pursuant to the Parent’s 2003 Stock Incentive Plan to the Company’s mortgage loan originators with over $50,000,000 in annual principal amount of loans originated. In addition, the Parent and the Company will develop a program whereby the executive officers of the Company will be granted stock options under the 2003 Stock Incentive Plan based on performance bench marks set by the Parent and the Company. All such grants will be subject to approval by the Human Resources Committee of the Parent’s board of directors.

Employment and Benefits. (a) Except as provided Subject to the terms of the Cooperation Agreement, within two (2) Business Days after the date of this Agreement, Sellers shall provide Purchaser with the Employee List and an opportunity to review the employment files and other related documents of all Employees so that Purchaser may determine, in its sole discretion, to whom Purchaser will extend offers of employment. Prior to the Employment Agreements Closing, Sellers agree to periodically update the Employee List and subject deliver such updated Employee List to Purchaser. Not less than fifteen (15) Business Days prior to the Closing, Purchaser shall provide Sellers with a list of those Employees, if any, to whom Purchaser may extend offers of employment pursuant to Section 5.08, 9.1(b) (the Purchaser shall have at all times complete discretion "Designated Employees"). Sellers consent to determine the specific benefit plans, programs, policies and arrangements to be provided to Employees; however, Employees shall be given credit for purposes of eligibility and vesting under each employee benefit plan, program, policy or arrangement hiring of the Designated Employees by Purchaser and waive, with respect to the employment by Purchaser of Designated Employees, any claims or rights Sellers may have against Purchaser or any of its Affiliates in which the Employees are eligible to participate for all service with the Company or any Affiliate Designated Employee (except to the extent such credit was given by a comparable employee benefit plan, program, policy claims or arrangement of the Company). Such service, however, will not be counted or credited for purposes of (irights are assigned to Purchaser hereunder) benefit accrual under any defined benefit pension plan non-competition, confidentiality or (ii) any frozen planemployment agreement to the extent pertaining to the Business. (b) Except as provided in Subject to the Employment Agreementsterms of the Cooperation Agreement, nothing contained herein shall obligate Purchaser prior to employ, or offer to employ, any current or former employee of Company, to retain any Employees for any specific period, to institute or maintain any levels of compensation or benefit plans or arrangements, or otherwise to take or continue any actions with respect to its employees (including Employees) after the Closing, Purchaser may deliver in writing an offer of employment to each of the Designated Employees to commence employment immediately following the Closing. Purchaser shall condition the employment of any Designated Employee on such Designated Employee agreeing to waive any severance benefits payable by Sellers to such Designated Employee. Purchaser may employ any of the Designated Employees upon those terms that it being may establish in its discretion, and it is understood that no Employee is intended such terms may differ from Sellers' employment terms in various material respects, subject to or shall receive by reason of this Agreement any direct or third party beneficiary rights against PurchaserSection 9.1(f). (c) Prior Subject to the Closing Date, the Company shall take all actions necessary to terminate any profit sharing plans and any Benefit Plans intended to be qualified under Section 401(k) terms of the Code (including the Potomac Mortgage GroupCooperation Agreement, LLC 401(k) Planexcept as provided for in Section 9.1(d), effective in each case no later than Sellers shall be responsible for any and all Liabilities arising out of or relating to (i) the business day employment by or performance of services for Sellers or any of their Affiliates, or termination of employment or services by Sellers or any of their Affiliates, of (x) the Transferring Employees for periods ending on and prior to the Closing Dateand (y) all other individuals, including adopting the relevant resolutions Employees who are not Transferring Employees and the former employees of the board of managers Business, whenever arising, and (ii) any Employee Benefit Plan, whenever arising, including such Liabilities relating to any and all wages, salaries, benefits and other compensation or payments (including accrued vacation, leave, sick leave, bonuses, commissions and other incentive-based compensation) and any and all severance (other than severance benefits waived by any Transferring Employees or payable to any Transferring Employee pursuant to Section 9.1(f)), retention bonus or change in control payment payable to any of the Company (Employees that become due or owing as a result of the form and substance consummation of which shall be subject to review and approval the transactions contemplated by Parent)this Agreement. (d) Notwithstanding Subject to the foregoingterms of the Cooperation Agreement, after adoption the Closing Date, Purchaser shall become responsible for any and all wages, salaries, benefits and other compensation or payments payable to each Designated Employee who is hired by Purchaser on or after the Closing Date (a "Transferring Employee") for periods following the Closing Date on such terms and conditions as Purchaser and each Transferring Employee may agree. Notwithstanding anything to the contrary contained herein, (i) Purchaser shall have no obligation to offer employment to, or to employ, any Employee and (ii) Purchaser shall have the right to terminate any Transferring Employee for any reason after the Closing Date. Purchaser and Sellers agree that the Employees are not third party beneficiaries of this Agreement. On or after the Closing Date, Purchaser shall be responsible for providing any benefits and amounts payable to Transferring Employees pursuant to the Worker Adjustment and Retraining Notification Act and any similar laws and for providing any severance benefits for Transferring Employees to which Section 9.1(b) refers, and neither Sellers nor any of their Affiliates shall have any Liability in those respects. On or after the Closing Date, Purchaser shall be responsible for satisfying all health care continuation requirements of COBRA, including Part 6 of Title I of ERISA and Section 4980B of the Code, and similar laws and neither Sellers nor any of their Affiliates shall have any Liability in those respects (i) with respect to Transferring Employees, and qualified beneficiaries with respect to Transferring Employees, incurring any qualifying event after the Closing Date, and (ii) in the event that Sellers and Sellers' ERISA Affiliates cease to provide any group health plan, with respect to Transferring Employees, and all qualified beneficiaries with respect to Transferring Employees, incurring any qualifying event before, on or after the Closing Date. (e) Pursuant to the "Alternate Procedure" provided in Section 5 of Revenue Procedure 96 60, 1996 2 C.B. 399, (a) Purchaser and Sellers shall report on a predecessor/successor basis as set forth therein, (b) Sellers will be relieved from filing a Form W 2 with respect to any Transferring Employees for the calendar year in which the Closing Date occurs, and (c) Purchaser will undertake to file (or cause to be filed) a Form W 2 for each such Transferring Employee with respect to the calendar year in which the Closing Date occurs, including the portion of such year that such Employee was employed by such Seller. (f) For a period of one year following the Closing Date, Purchaser shall provide each Transferring Employee with severance benefits that are no less favorable than the severance benefits that would have been provided by Sellers to such Transferring Employees immediately prior to the Commencement Date and as set forth in the First Lodge Affidavit and the Second Lodge Affidavit. Purchaser shall provide Transferring Employees with health benefits that, in the aggregate, are substantially equivalent to those provided by Purchaser to its other similarly situated employees. Such benefits shall have no exclusions for pre-existing conditions and all services with Sellers shall be considered as service with Purchaser for purposes of satisfying any waiting periods to participate in such benefits. (g) Except as provided for in Section 9.1(d), Sellers and their ERISA Affiliates shall be exclusively responsible for complying with COBRA with respect to their Employees and their eligible dependents by reason of such Employees' termination of employment with Sellers and their ERISA Affiliates, and neither Purchaser nor any of their ERISA Affiliates shall have any Liability to provide COBRA on account of any such termination of employment. (h) So that Purchaser may prepare to accept rollovers from those Transferring Employees who desire to roll their account balances from Sellers' 401(k) plans into Purchaser's 401(k) plan, prior to the Closing, Sellers shall provide Purchaser with the most recent IRS determination letter with respect to each qualified plan that Sellers maintain. If Purchaser considers such letter for Sellers' 401(k) plans to be outdated or the letter is not favorable, or if the plans have no individual determination letter, Sellers will explain to Purchaser (and provide promptly any requested documentation therefor) the reasons for the absence of a final rule by sufficiently recent favorable determination letter from the Bureau of Consumer Financial Protection implementing U.S. Internal Revenue Service with respect to each such Employee Benefit Plan that is designed to be a qualified plan. If Purchaser accepts such explanation and documentation as evidence that Sellers' 401(k) plans are properly qualified, Sellers shall cooperate reasonably with Purchaser to allow those Transferring Employees who wish to do so to roll over their account balances (including any unpaid loan balances, to the amendments extent permitted under the Purchaser's 401(k) plans) to Regulation Z of the Board of Governors of the Federal Reserve System proposed in a Notice of Proposed Rulemaking published on September 7, 2012Purchaser's 401(k) plan, and to otherwise achieve a smooth transition regarding any rollovers elected by the extent then permitted under Applicable LawTransferring Employees. Sellers shall be responsible for providing any required blackout notices, Purchaser, Parent, and within the Company will develop a program for the grant of stock options pursuant to the Parent’s 2003 Stock Incentive Plan to the Company’s mortgage loan originators with over $50,000,000 in annual principal amount of loans originated. In addition, the Parent and the Company will develop a program whereby the executive officers meaning of the Company will be granted stock options under Xxxxxxxx-Xxxxx Act of 2002, with respect to each such Employee Benefit Plan, shall maintain the 2003 Stock Incentive assets of each such Employee Benefit Plan based on performance bench marks set in the manner required by the Parent ERISA until such assets are distributed to participants and the Company. All such grants will be subject to approval by the Human Resources Committee of the Parent’s board of directorsbeneficiaries.

Employment and Benefits. (a) Except Buyer agrees that an offer of employment will be made to certain of Seller's active Affected Employees working for the Business on the Closing Date and has provided a true and correct list of Affected Employees to whom offers of employment will be made by Buyer as Schedule 6.04; provided in that Buyer reserves the Employment Agreements and subject right to Section 5.08, the Purchaser shall have at all times complete discretion add or delete Affected Employees from Schedule 6.04 prior to determine the specific benefit plans, programs, policies and arrangements to be provided to Employees; however, Employees shall be given credit for purposes of eligibility and vesting under each employee benefit plan, program, policy or arrangement of the Purchaser or any of its Affiliates in which the Employees are eligible to participate for all service with the Company or any Affiliate (to the extent such credit was given by a comparable employee benefit plan, program, policy or arrangement of the Company). Such service, however, will not be counted or credited for purposes of Closing if (i) benefit accrual under any defined benefit pension plan or it determines in good faith that it is in Buyer's best interest to do so; and (ii) Buyer so advises Seller and provides a copy of the amended Schedule 6.04 at least 5 days prior to Closing. In no event shall Buyer fail to make employment offers to a sufficient number of Affected Employees where such failure would trigger liability under WARN. The Buyer shall not, at any frozen plantime prior to 180 days after the Closing Date, effectuate a "plant closing" or "mass layoff" as those terms are defined in WARN affecting in whole or in part any facility, site of employment, operating unit or employee of the Business without complying fully with the requirements of WARN. Provided Seller has complied with the terms of this Agreement, Buyer agrees to indemnify, defend and hold Seller harmless from and against all claims, losses, fines, judgments and expenses (including attorneys' fees) under WARN resulting from Buyer's failure to make offers of employment to Affected Employees in accordance with this Agreement. (b) Except with Buyer's prior written consent or in accordance with contracts or plans in existence as provided in of the Employment Agreementsdate of this Agreement, nothing contained herein Seller: (i) shall obligate Purchaser to employtake all reasonable steps, or offer to employ, any current or former employee of Companyafter consultation with Buyer, to preserve and retain employees identified on Schedule 6.04, but Seller shall not be required to increase an employee's compensation or benefits to retain such employee; (ii) except for cause after informing Buyer, shall not discharge any Employees for of such employees; and (iii) shall not seek to retain, employ or engage any specific period, of such employees who are sought to institute be employed by Buyer. Seller shall not increase the compensation or maintain any levels rate of compensation payable or to become payable to the employees of the Business; no bonus, profit sharing, retirement, insurance, death benefits, fringe benefit or other extraordinary or indirect compensation will accrue, be set aside or be paid to, for or on behalf of any employees of the Business other than under the terms of Seller's Employee Benefit Plans as presently constituted; and no employment or benefit plans related agreement or arrangements, plan other than those now in effect will be committed for or otherwise to take or continue any actions with respect to its employees (including Employees) after the Closing, it being understood that no Employee is intended to or shall receive by reason of this Agreement any direct or third party beneficiary rights against Purchaseradopted. (c) Prior Buyer, in its sole discretion, but subject to the requirements of paragraph (a) of this Section 6.04, shall determine the Affected Employees, if any, that Buyer desires to hire and, on or prior to the Closing Date and effective as of the Closing Date, shall make offers of employment to those Affected Employees on Schedule 6.04 at a rate of compensation no less favorable than his or her hourly or monthly rate in effect on the Company Closing Date together with employee benefits generally available to Buyer's other employees with comparable years of service and rates of pay. Seller shall not take any actions that dissuade any such employee from accepting any such offer and shall release and terminate at Closing the Affected Employees identified on Schedule 6.04. Each such Affected Employee who accepts any such offer of employment shall be referred to herein as a "Hired Employee." (d) With respect to all actions necessary Affected Employees (including Hired Employees), Seller shall be responsible for and shall timely pay, on or prior to terminate the Closing Date or otherwise in the Ordinary Course of Business for such payments, all wages, bonuses, vacation pay, pay for other compensated absences and other remuneration (including mandatory or discretionary benefits) earned or accrued by such employees as of 12:01 a.m. eastern standard time on the Closing Date, including any profit sharing plans related payroll deductions (such as FICA and any Benefit Plans intended pension or other employee benefit plan contributions and employment Taxes) with respect thereto, regardless of whether such amounts have been accrued on the books of Seller as of 12:01 eastern standard time on the Closing Date. (e) Seller shall have liability for and shall timely pay all severance payments (if any) due to be any of the Affected Employees (including any Hired Employee) as a result of the termination of their employment with Seller. (f) Seller shall give notice to Affected Employees of Seller who are covered under Seller's medical plans as of the Closing Date who do not accept offers of employment from Buyer as of the Closing (the "Terminated Employees") and their dependents who are qualified under beneficiaries, as defined in Section 401(k4980B(g)(1) of the Code (including "Qualified Beneficiaries of Terminated Employees") of Seller's group health plans, as such term is defined by the Potomac Mortgage Group, LLC 401(k) PlanConsolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), effective of their rights to continuation coverage in each case no later than accordance with COBRA. Seller shall be responsible for complying with the business day prior requirements of COBRA with respect to such Terminated Employees and the Closing Date, including adopting the relevant resolutions Qualified Beneficiaries of Terminated Employees and Seller's group health plans. Seller hereby agrees to indemnify and hold harmless Buyer against any and all losses which Buyer may incur with respect to any of the board of managers of the Company (the form and substance of which shall be subject to review and approval by Parent)foregoing in this paragraph. (d) Notwithstanding the foregoing, after adoption of a final rule by the Bureau of Consumer Financial Protection implementing the amendments to Regulation Z of the Board of Governors of the Federal Reserve System proposed in a Notice of Proposed Rulemaking published on September 7, 2012, and to the extent then permitted under Applicable Law, Purchaser, Parent, and the Company will develop a program for the grant of stock options pursuant to the Parent’s 2003 Stock Incentive Plan to the Company’s mortgage loan originators with over $50,000,000 in annual principal amount of loans originated. In addition, the Parent and the Company will develop a program whereby the executive officers of the Company will be granted stock options under the 2003 Stock Incentive Plan based on performance bench marks set by the Parent and the Company. All such grants will be subject to approval by the Human Resources Committee of the Parent’s board of directors.

Employment and Benefits. (a) Except Buyer agrees to provide written offers of employment to the Employees listed on Seller Disclosure Schedule 7.10(a) at least thirty (30) days prior to the Employee Transition Date (defined below) or at such other mutually agreeable time and to hire the Employees who wish to accept such offers of employment (the “Transitioned Employees”). The offers shall provide Employees at least thirty (30) days to accept or reject such offers in writing. The effective date of such employment (the “Employee Transition Date”) shall be 12:01 a.m. of the day immediately following the day of Closing. In the case of an Employee who is on leave as provided in of the Employment Agreements and Closing Date, such Employee’s employment with Buyer shall be subject to Section 5.08the Employee becoming able to return to active service, the Purchaser shall have at all times complete discretion to determine the specific benefit plans, programs, policies and arrangements to be provided to Employees; however, Employees shall be given credit for purposes effective upon the Employee’s acceptance of eligibility such offer and vesting under each employee benefit planactual return to active service, program, policy or arrangement within six (6) months of the Purchaser Employee Transition Date, or any of its Affiliates in which the Employees are eligible to participate for all service with the Company or any Affiliate (to the extent such credit was given by a comparable employee benefit plan, program, policy or arrangement of the Company). Such service, however, will not be counted or credited for purposes of (i) benefit accrual later if so required under any defined benefit pension plan or (ii) any frozen planapplicable law. (b) Except as provided Buyer shall provide to Seller copies of any written offers of employment made to the Employees within five (5) days of providing such written offers to the Employees. At least seven (7) days prior to the Employee Transition Date and at the Closing Date, Buyer shall notify Seller in writing of the Employment Agreements, nothing contained herein shall obligate Purchaser to employ, or offer to employ, any current or former employee Employees who have accepted offers of Company, to retain any Employees for any specific period, to institute or maintain any levels of compensation or benefit plans or arrangements, or otherwise to take or continue any actions employment with respect to its employees (including Employees) after the Closing, it being understood that no Employee is intended to or shall receive by reason of this Agreement any direct or third party beneficiary rights against PurchaserBuyer. (c) Prior Except as otherwise may be negotiated by any individual Transitioned Employee, Buyer shall employ or continue to employ the Transitioned Employees at each Employee’s current location at the Business. The employment of any Transitioned Employee may not be terminated or suspended by Buyer or the Company during the twelve (12) month period following the Closing, except for cause. (d) Buyer shall maintain, or cause the Company to maintain, for the period beginning on the Closing Date and ending twelve (12) months thereafter, employment policies, compensation levels, and benefit plans and arrangements for the Transitioned Employees on terms and conditions that are no less favorable in the aggregate for the Transitioned Employees than the employment policies, compensation levels, and benefits provided or made available to similarly situated employees of Buyer. (e) Buyer shall not assume any of the Employee Plans and shall have no obligations or liabilities with respect to those plans. Buyer shall have no liability related to employment of Employees prior to the Closing Date, the Company shall take all actions necessary Date or with respect to terminate any profit sharing plans and any Benefit Plans intended to be qualified under Section 401(k) employee of the Code (including the Potomac Mortgage Group, LLC 401(k) Plan), effective in each case no later than the business day Seller or its Affiliates who is not a Transitioned Employee prior to the Closing Date. Claims for workers’ compensation or long-term disability benefits arising out of occurrences prior to the Employee Transition Date shall be the responsibility of Seller and its applicable Affiliates. Claims for workers’ compensation or long-term disability benefits for Transitioned Employees arising out of occurrences on or subsequent to the Employee Transition Date shall be the responsibility of Buyer or the Company. Nothing in this Section 7.10 shall be deemed or construed to (i) give rise to any rights, including adopting claims, benefits, or causes of action to any Employee or (ii) prevent, restrict, or limit Buyer or Seller or Seller’s Affiliates following the relevant resolutions Employee Transition Date from modifying or terminating its pension or other benefit plans, programs or policies from time to time as they may deem appropriate. (f) Seller and its applicable Affiliates shall be responsible for compliance with and any liability under Section 4980B of the board Code and Sections 601 through 608 of managers Title I of the Employee Retirement Income Security Act of 1974, as amended (COBRA) with respect to any COBRA-qualifying events that occur on or before the Closing Date for any Employees and their spouses and dependents. Buyer shall be responsible for compliance with and liability under COBRA with respect to any COBRA-qualifying events that occur after the Closing Date for any Transitioned Employees and their spouses and dependents. (g) Buyer agrees to provide any required notice under and to otherwise comply with any requirements or obligations imposed by the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”) or any similar statute, with respect to any event affecting Transitioned Employees occurring on or after the Closing. Buyer shall indemnify and hold harmless Seller with respect to any liability under the WARN Act or similar statute arising from any event affecting the Transitioned Employees that occurs on or after Closing. (h) For a period of not less than six (6) years from the Closing Date, Buyer shall not, and shall cause the Company to not, amend or modify the Company’s organizational documents as in effect as of the Closing Date to reduce or eliminate the indemnification or exculpation rights of current or former officers, directors, or employees of the Company (the form and substance of which shall be subject or otherwise change those rights in any way adverse to review and approval by Parent)such officers, directors or employees. (di) Notwithstanding To the foregoingextent permitted by applicable law, after adoption of a final rule by the Bureau of Consumer Financial Protection implementing the amendments Seller and Buyer agree to Regulation Z of the Board of Governors of the Federal Reserve System proposed in a Notice of Proposed Rulemaking published on September 7, 2012furnish each other with such information concerning employees and employee benefit plans, and to take all such other action, as is necessary and appropriate to effect the extent then permitted under Applicable Law, Purchaser, Parent, and the Company will develop a program for the grant of stock options pursuant to the Parent’s 2003 Stock Incentive Plan to the Company’s mortgage loan originators with over $50,000,000 in annual principal amount of loans originated. In addition, the Parent and the Company will develop a program whereby the executive officers of the Company will be granted stock options under the 2003 Stock Incentive Plan based on performance bench marks set transactions contemplated by the Parent and the Company. All such grants will be subject to approval by the Human Resources Committee of the Parent’s board of directorsthis Agreement.

Employment and Benefits. (a) Except As of the Closing Date, Buyer shall: (i) cause each of the Companies and the Company Subsidiaries, as provided applicable, to continue to employ on the Closing Date each person who is an employee of any Company or Company Subsidiary immediately prior to the Closing (whether or not actively at work and including those employees on an approved leave of absence or currently receiving workers’ compensation) (the “Company Employees”); and (ii) with respect to each Offeree Employee (whether or not actively at work and including those employees on an approved leave of absence or currently receiving workers’ compensation), offer, or cause its applicable Affiliate (including the Companies and Company Subsidiaries as of the Closing) to offer, employment to such Offeree Employee, effective as of immediately following the Closing, in each case, on the terms consistent with this ARTICLE XI. Each Offeree Employee who accepts such offer of employment and transfers to Buyer or one of its Affiliates (the “Transferred Employees”) shall commence employment with Buyer or one of its Affiliates immediately following the Closing. All such Company Employees who continue such employment with the Companies or Company Subsidiaries immediately following the Closing, together with the Transferred Employees, shall be referred to herein as the “Continuing Employees.” Notwithstanding anything herein to the contrary, nothing in this Agreement shall limit or restrict the right of Buyer, any of the Companies or any of the Company Subsidiaries from terminating a Continuing Employee after the Effective Time. (b) With respect to each Continuing Employee, subject to the terms of any applicable collective bargaining agreement and except as otherwise may be required by applicable Law, for the period commencing at the Closing and ending on March 31, 2016, Buyer agrees to: (i) provide (or cause its appropriate Affiliate to provide) compensation and employee benefits substantially equivalent in the Employment Agreements and subject aggregate to Section 5.08that provided under the Employee Plans in which the Continuing Employees participated immediately prior to the Closing except for any defined benefit pension benefits or benefits under the Seller 401(k) Plan, the Purchaser shall have at all times complete discretion to determine the specific benefit plansor any equity or equity-based compensation), programsprovided, policies and arrangements to be provided to Employees; however, Employees that the wage rate or base salary level for each Continuing Employee shall be given credit no less than the wage rate or base salary level in effect for purposes such Continuing Employee immediately prior to the Closing; and (ii) provide (or cause its appropriate Affiliate to provide) severance benefits that are no less favorable than the Continuing Employees would have received under the terms of eligibility and vesting under each employee benefit the severance plan, programpolicy, policy practice or arrangement applicable to such Continuing Employees immediately prior to the Closing. As of the Purchaser Closing, Buyer shall credit (or cause its appropriate Affiliate to credit) the service of each Continuing Employee with the Sellers and their Affiliates (including any Company or any Company Subsidiary) before the Closing Date as service with Buyer and its Affiliates for all purposes (including eligibility, vesting and benefit accrual) under all compensation and benefit plans maintained by Buyer or any of its Affiliates in which for any Continuing Employee after the Employees are eligible to participate for all service with the Company or any Affiliate (Closing to the extent such credit was given by a comparable employee benefit plan, program, policy it does not result in any duplication of compensation or arrangement of the Company). Such service, however, will not be counted or credited for purposes of (i) benefit accrual benefits and except with respect to benefits accruals under any defined benefit pension plan or (ii) any frozen plan. (b) . Except as provided otherwise required by applicable Law, nothing in the Employment Agreements, nothing contained herein preceding sentence shall obligate Purchaser preclude Buyer from terminating the employment of any Continuing Employee after the Closing. Nothing in this Section 11.1(b) shall require that Buyer make the Continuing Employees eligible to employ, or offer to employ, any current or former employee of Company, to retain any Employees for participate in any specific period, to institute or maintain any levels of compensation or benefit plans plan maintained by Buyer or arrangements, or otherwise to take or continue any actions with respect to of its employees (including Employees) after the Closing, it being understood that no Employee is intended to or shall receive by reason of this Agreement any direct or third party beneficiary rights against PurchaserAffiliates. (c) Prior to the Closing Date, the Company shall take all actions necessary to terminate any profit sharing plans and any Benefit Plans intended to be qualified under Section 401(k) of the Code (including the Potomac Mortgage Group, LLC 401(k) Plan), effective in each case no later than the business day prior to the Closing Date, including adopting the relevant resolutions of the board of managers of the Company (the form and substance of which shall be subject to review and approval by Parent). (d) Notwithstanding the foregoing, after adoption of a final rule by the Bureau of Consumer Financial Protection implementing the amendments to Regulation Z of the Board of Governors of the Federal Reserve System proposed in a Notice of Proposed Rulemaking published on September 7, 2012, and to the extent then permitted under Applicable Law, Purchaser, Parent, and the Company will develop a program for the grant of stock options pursuant to the Parent’s 2003 Stock Incentive Plan to the Company’s mortgage loan originators with over $50,000,000 in annual principal amount of loans originated. In addition, the Parent and the Company will develop a program whereby the executive officers of the Company will be granted stock options under the 2003 Stock Incentive Plan based on performance bench marks set by the Parent and the Company. All such grants will be subject to approval by the Human Resources Committee of the Parent’s board of directors.

Employment and Benefits. (a) Except as provided Subject to the terms of the Cooperation Agreement, within two (2) Business Days after the date of this Agreement, Sellers shall provide Purchaser with the Employee List and an opportunity to review the employment files and other related documents of all Employees so that Purchaser may determine, in its sole discretion, to whom Purchaser will extend offers of employment. Prior to the Employment Agreements Closing, Sellers agree to periodically update the Employee List and subject deliver such updated Employee List to Purchaser. Not less than fifteen (15) Business Days prior to the Closing, Purchaser shall provide Sellers with a list of those Employees, if any, to whom Purchaser may extend offers of employment pursuant to Section 5.08, 9.1(b) (the Purchaser shall have at all times complete discretion "Designated Employees"). Sellers consent to determine the specific benefit plans, programs, policies and arrangements to be provided to Employees; however, Employees shall be given credit for purposes of eligibility and vesting under each employee benefit plan, program, policy or arrangement hiring of the Designated Employees by Purchaser and waive, with respect to the employment by Purchaser of Designated Employees, any claims or rights Sellers may have against Purchaser or any of its Affiliates in which the Employees are eligible to participate for all service with the Company or any Affiliate Designated Employee (except to the extent such credit was given by a comparable employee benefit plan, program, policy claims or arrangement of the Company). Such service, however, will not be counted or credited for purposes of (irights are assigned to Purchaser hereunder) benefit accrual under any defined benefit pension plan non-competition, confidentiality or (ii) any frozen planemployment agreement to the extent pertaining to the Business. (b) Except as provided in Subject to the Employment Agreementsterms of the Cooperation Agreement, nothing contained herein shall obligate Purchaser prior to employ, or offer to employ, any current or former employee of Company, to retain any Employees for any specific period, to institute or maintain any levels of compensation or benefit plans or arrangements, or otherwise to take or continue any actions with respect to its employees (including Employees) after the Closing, Purchaser may deliver in writing an offer of employment to each of the Designated Employees to commence employment immediately following the Closing. Purchaser shall condition the employment of any Designated Employee on such Designated Employee agreeing to waive any severance benefits payable by Sellers to such Designated Employee. Purchaser may employ any of the Designated Employees upon those terms that it being may establish in its discretion, and it is understood that no Employee is intended such terms may differ from Sellers' employment terms in various material respects, subject to or shall receive by reason of this Agreement any direct or third party beneficiary rights against PurchaserSection 9.1(f). (c) Prior Subject to the Closing Date, the Company shall take all actions necessary to terminate any profit sharing plans and any Benefit Plans intended to be qualified under Section 401(k) terms of the Code (including the Potomac Mortgage GroupCooperation Agreement, LLC 401(k) Planexcept as provided for in Section 9.1(d), effective in each case no later than Sellers shall be responsible for any and all Liabilities arising out of or relating to (i) the business day employment by or performance of services for Sellers or any of their Affiliates, or termination of employment or services by Sellers or any of their Affiliates, of (x) the Transferring Employees for periods ending on and prior to the Closing Dateand (y) all other individuals, including adopting the relevant resolutions Employees who are not Transferring Employees and the former employees of the board of managers Business, whenever arising, and (ii) any Employee Benefit Plan, whenever arising, including such Liabilities relating to any and all wages, salaries, benefits and other compensation or payments (including accrued vacation, leave, sick leave, bonuses, commissions and other incentive-based compensation) and any and all severance (other than severance benefits waived by any Transferring Employees or payable to any Transferring Employee pursuant to Section 9.1(f)), retention bonus or change in control payment payable to any of the Company (Employees that become due or owing as a result of the form and substance consummation of which shall be subject to review and approval the transactions contemplated by Parent)this Agreement. (d) Notwithstanding Subject to the foregoingterms of the Cooperation Agreement, after adoption the Closing Date, Purchaser shall become responsible for any and all wages, salaries, benefits and other compensation or payments payable to each Designated Employee who is hired by Purchaser on or after the Closing Date (a "Transferring Employee") for periods following the Closing Date on such terms and conditions as Purchaser and each Transferring Employee may agree. Notwithstanding anything to the contrary contained herein, (i) Purchaser shall have no obligation to offer employment to, or to employ, any Employee and (ii) Purchaser shall have the right to terminate any Transferring Employee for any reason after the Closing Date. Purchaser and Sellers agree that the Employees are not third party beneficiaries of this Agreement. On or after the Closing Date, Purchaser shall be responsible for providing any benefits and amounts payable to Transferring Employees pursuant to the Worker Adjustment and Retraining Notification Act and any similar laws and for providing any severance benefits for Transferring Employees to which Section 9.1(b) refers, and neither Sellers nor any of their Affiliates shall have any Liability in those respects. On or after the Closing Date, Purchaser shall be responsible for satisfying all health care continuation requirements of COBRA, including Part 6 of Title I of ERISA and Section 4980B of the Code, and similar laws and neither Sellers nor any of their Affiliates shall have any Liability in those respects (i) with respect to Transferring Employees, and qualified beneficiaries with respect to Transferring Employees, incurring any qualifying event after the Closing Date, and (ii) in the event that Sellers and Sellers' ERISA Affiliates cease to provide any group health plan, with respect to Transferring Employees, and all qualified beneficiaries with respect to Transferring Employees, incurring any qualifying event before, on or after the Closing Date. (e) Pursuant to the "Alternate Procedure" provided in Section 5 of Revenue Procedure 96 60, 1996 2 C.B. 399, (a) Purchaser and Sellers shall report on a predecessor/successor basis as set forth therein, (b) Sellers will be relieved from filing a Form W 2 with respect to any Transferring Employees for the calendar year in which the Closing Date occurs, and (c) Purchaser will undertake to file (or cause to be filed) a Form W 2 for each such Transferring Employee with respect to the calendar year in which the Closing Date occurs, including the portion of such year that such Employee was employed by such Seller. (f) For a period of one year following the Closing Date, Purchaser shall provide each Transferring Employee with severance benefits that are no less favorable than the severance benefits that would have been provided by Sellers to such Transferring Employees immediately prior to the Commencement Date and as set forth in the First Lodge Affidavit and the Second Lodge Affidavit. Purchaser shall provide Transferring Employees with health benefits that, in the aggregate, are substantially equivalent to those provided by Purchaser to its other similarly situated employees. Such benefits shall have no exclusions for pre-existing conditions and all services with Sellers shall be considered as service with Purchaser for purposes of satisfying any waiting periods to participate in such benefits. (g) Except as provided for in Section 9.1(d), Sellers and their ERISA Affiliates shall be exclusively responsible for complying with COBRA with respect to their Employees and their eligible dependents by reason of such Employees' termination of employment with Sellers and their ERISA Affiliates, and neither Purchaser nor any of their ERISA Affiliates shall have any Liability to provide COBRA on account of any such termination of employment. (h) So that Purchaser may prepare to accept rollovers from those Transferring Employees who desire to roll their account balances from Sellers' 401(k) plans into Purchaser's 401(k) plan, prior to the Closing, Sellers shall provide Purchaser with the most recent IRS determination letter with respect to each qualified plan that Sellers maintain. If Purchaser considers such letter for Sellers' 401(k) plans to be outdated or the letter is not favorable, or if the plans have no individual determination letter, Sellers will explain to Purchaser (and provide promptly any requested documentation therefor) the reasons for the absence of a final rule by sufficiently recent favorable determination letter from the Bureau of Consumer Financial Protection implementing U.S. Internal Revenue Service with respect to each such Employee Benefit Plan that is designed to be a qualified plan. If Purchaser accepts such explanation and documentation as evidence that Sellers' 401(k) plans are properly qualified, Sellers shall cooperate reasonably with Purchaser to allow those Transferring Employees who wish to do so to roll over their account balances (including any unpaid loan balances, to the amendments extent permitted under the Purchaser's 401(k) plans) to Regulation Z of the Board of Governors of the Federal Reserve System proposed in a Notice of Proposed Rulemaking published on September 7, 2012Purchaser's 401(k) plan, and to otherwise achieve a smooth transition regarding any rollovers elected by the extent then permitted under Applicable LawTransferring Employees. Sellers shall be responsible for providing any required blackout notices, Purchaser, Parent, and within the Company will develop a program for the grant of stock options pursuant to the Parent’s 2003 Stock Incentive Plan to the Company’s mortgage loan originators with over $50,000,000 in annual principal amount of loans originated. In addition, the Parent and the Company will develop a program whereby the executive officers meaning of the Company will be granted stock options under Sarbanes-Oxley Act of 2002, with respect to each such Employee Benefxx Xxxx, xxxxx maintain the 2003 Stock Incentive assets of each such Employee Benefit Plan based on performance bench marks set in the manner required by the Parent ERISA until such assets are distributed to participants and the Company. All such grants will be subject to approval by the Human Resources Committee of the Parent’s board of directorsbeneficiaries.