Common use of Employment Arrangements Clause in Contracts

Employment Arrangements. (a) From and after the Effective Time, (i) FFC, Xxxxxx Bank, Advisors or another subsidiary of FFC (the "FFC Employers") shall: (A) to satisfy each of the Employment Obligations (as defined in Section 3.17 herein), (B) use its best efforts to retain each present full-time employee of DBC and the DBC Subsidiaries at such employee's current position (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the FFC Employers at a salary commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by the FFC Employers on and after the Effective Time, that is at least equal to the aggregate compensation that such person was receiving from DBC or the DBC Subsidiaries prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee), (ii) in the event that the FFC Employers shall continue to employ officers or employees of DBC and the DBC Subsidiaries as of the Effective Time, the FFC Employers shall employ such persons on the Effective Time as "at will" employees, and (iii) in the event the FFC Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may be treated as a termination of employment of such employee) of any officers or employees of DBC or the DBC Subsidiaries as of the Effective Time, the FFC Employers shall pay severance benefits to such employee (other than employees who receive payments under an Employment Obligation) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, two week's salary plus one week's salary for each year of service with DBC or the DBC Subsidiaries, with a maximum of fifty-two week's salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of the Bank or its successor. (b) On and after the Effective Time, (i) the FFC Employers shall continue to maintain the Drovers and Mechanics Bank Salary Deferral Plan and the Drovers and Mechanics Bank Pension Plan (the "DBC Retirement Plans") for all employees of DBC and the DBC Subsidiaries who are participants in the DBC Retirement Plans as of the Effective Time and who become employees of the FFC Employers, provided however, FFC Employers shall be obligated to continue the Drovers Retirement Plans for those former DBC and DBC Subsidiaries' employee participants until the earlier of: (A) the date that the Drovers Retirement Plans can no longer satisfy applicable qualified retirement plan discrimination testing under the Code (taking into consideration all methods available for satisfying discrimination testing applicable to qualified retirement plans under the Code), or (B) the last day of the plan year of the Drovers Retirement Plans in which it is determined that the minimum required cash contribution, as determined under the Code for the Drovers and Mechanics Bank pension plan and the matching contribution under the Drovers and Mechanics Bank Salary Deferral Plan (based on the formula as of the Effective Time), exceed 10% of the participant covered payroll; thereafter DBC and DBC Subsidiaries' employees shall participate under the retirement plans provided by the FFC Employers for FFC employees; and (ii) with respect to non-retirement plan employee benefits, the FFC Employers shall provide employee benefits for all employees of DBC and the DBC Subsidiaries who become employees of the FFC Employers which are substantially equivalent to or better than, in the aggregate, the non-retirement plan employee benefits provided by DBC and the DBC Subsidiaries to the employees immediately prior to the Effective Time. DBC and the DBC Subsidiaries' employees who became employed by the FFC Employers shall receive service credit for vesting and eligibility purposes under the employee benefit plans of FFC for their service with DBC and the DBC Subsidiaries up through the Effective Time, provided, however, with respect to vesting and eligibility service credit under the FFC retirement plans, vesting and eligibility credit shall only be required at the point in time it is determined that the DBC and DBC Subsidiaries' employees are to participate in the FFC retirement plans.

Employment Arrangements. (a) From Except as provided in Section 5.9(h), the Continuing Corporation will, as of and after the Effective Time, assume and honor all employment, severance and change in control agreements or arrangements that FVCB and its Subsidiaries have with their current and former officers, directors and employees and which are set forth in Section 5.12(a) of FVCB’s Disclosure Letter, except to the extent (i) FFC, Xxxxxx Bank, Advisors or another subsidiary of FFC (the "FFC Employers") shall: (A) to satisfy each of the Employment Obligations (as defined in Section 3.17 herein), (B) use its best efforts to retain each present full-time employee of DBC BRBS and the DBC Subsidiaries at such employee's current position (or, if offered to, and accepted by, an employee, applicable employee or director have agreed to a position for which replacement agreement after the employee is qualified with the FFC Employers at a salary commensurate with the position), (C) pay compensation date hereof but prior to each person who was employed as of the Effective Time and who continues or (ii) any such agreements or arrangements shall have been amended, terminated or superseded without BRBS’s consent after the date hereof but prior to the Effective Time. (b) BRBS shall be employed by the FFC Employers on and authorized to make retention bonus awards from a retention bonus pool of up to an amount set forth in Section 5.12(b) of BRBS’s Disclosure Letter. The retention bonus pool shall be dedicated to certain of BRBS’s, FVCB’s or their Subsidiaries’ employees (which may include executive officer employees) for purposes of retaining such employees through and, in some circumstances, after the Effective Time, that is at least equal with the participating employees and specific terms of such retention bonuses to be determined by the Chief Executive Officer of FVCB and the President and Chief Executive Officer of BRBS. (c) Prior to the aggregate compensation that such person was receiving Effective Time, FVCB shall have obtained a general release from DBC or each of the DBC Subsidiaries individuals listed in Section 5.12(c) of FVCB’s Disclosure Letter associated with each individual’s respective employment prior to the Effective Time Time. Such release shall be in a form acceptable to BRBS. (unless there is a material change in d) As of the duties and responsibilities of such employee)date hereof, (ii) in the event that the FFC Employers shall continue to employ officers or employees of DBC and the DBC Subsidiaries BRBS has entered into employment agreements which will become effective as of the Effective Time, with the FFC Employers shall employ such persons on the Effective Time as "at will" employees, and (iii) individuals named in the event the FFC Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may be treated as a termination of employment of such employeeSection 5.12(d) of any officers or employees of DBC or the DBC Subsidiaries as of the Effective Time, the FFC Employers shall pay severance benefits to such employee (other than employees who receive payments under an Employment Obligation) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, two week's salary plus one week's salary for each year of service with DBC or the DBC Subsidiaries, with a maximum of fifty-two week's salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of the Bank or its successorBRBS’s Disclosure Letter. (be) On and after the Effective Time, No more than sixty (i60) the FFC Employers shall continue to maintain the Drovers and Mechanics Bank Salary Deferral Plan and the Drovers and Mechanics Bank Pension Plan but at least forty-five (the "DBC Retirement Plans"45) for all employees of DBC and the DBC Subsidiaries who are participants in the DBC Retirement Plans as of the Effective Time and who become employees of the FFC Employers, provided however, FFC Employers shall be obligated to continue the Drovers Retirement Plans for those former DBC and DBC Subsidiaries' employee participants until the earlier of: (A) the date that the Drovers Retirement Plans can no longer satisfy applicable qualified retirement plan discrimination testing under the Code (taking into consideration all methods available for satisfying discrimination testing applicable to qualified retirement plans under the Code), or (B) the last day of the plan year of the Drovers Retirement Plans in which it is determined that the minimum required cash contribution, as determined under the Code for the Drovers and Mechanics Bank pension plan and the matching contribution under the Drovers and Mechanics Bank Salary Deferral Plan (based on the formula as of the Effective Time), exceed 10% of the participant covered payroll; thereafter DBC and DBC Subsidiaries' employees shall participate under the retirement plans provided by the FFC Employers for FFC employees; and (ii) with respect to non-retirement plan employee benefits, the FFC Employers shall provide employee benefits for all employees of DBC and the DBC Subsidiaries who become employees of the FFC Employers which are substantially equivalent to or better than, in the aggregate, the non-retirement plan employee benefits provided by DBC and the DBC Subsidiaries to the employees immediately days prior to the Effective Time. DBC , FVCB shall provide BRBS with updated preliminary calculations called for in Section 3.3(o)(x), including confirmation of the amount of the payments to be made to the applicable recipients thereunder and the DBC Subsidiaries' employees who became employed calculations, supporting tax and other records, and valuation report or analysis, if any, in making its calculations. Final calculations confirming or updating such preliminary calculations shall be performed by the FFC Employers shall receive service credit for vesting and eligibility purposes under the employee benefit plans of FFC for their service with DBC and the DBC Subsidiaries up through the Effective Time, provided, however, with respect to vesting and eligibility service credit under the FFC retirement plans, vesting and eligibility credit shall only be required at the point in time it is determined that the DBC and DBC Subsidiaries' employees are to participate in the FFC retirement plansBRBS’s outside accounting firm.

Employment Arrangements. (a) From Buyer hereby advises the Company that Buyer expects to offer, or expects the Surviving Corporation or one of their respective Affiliates to offer, employment, as of the Closing, to substantially all of the Employees as of the Closing; provided, however, that each such Employee must satisfy the standard criteria for employment by Buyer, the Surviving Corporation or an Affiliate thereof, as the case may be, that are generally applicable to the employees thereof. For each Employee immediately prior to the Closing who continues employment with Buyer, the Surviving Corporation, or any of their Affiliates on and after following the Effective TimeClosing (each, a “Continuing Employee”), Buyer shall provide (or shall cause the Surviving Corporation to provide) for the period commencing at the Closing and ending on the first anniversary of the Closing: (i) FFC, Xxxxxx Bank, Advisors or another subsidiary of FFC (employee benefits that are substantially comparable in the "FFC Employers") shall: aggregate to either (A) those offered to satisfy each similarly situated employees of Buyer or Buyer’s Affiliates (which will not be materially less in the Employment Obligations (as defined in Section 3.17 herein), (B) use its best efforts aggregate than those offered to retain each present full-time employee of DBC and the DBC Subsidiaries at such employee's current position (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the FFC Employers at a salary commensurate with the position), (C) pay compensation to each person who was employed Continuing Employee as of the Effective Time and who continues to be employed by the FFC Employers on and after the Effective Time, that is at least equal to the aggregate compensation that such person was receiving from DBC or the DBC Subsidiaries immediately prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee), (iiClosing) in the event that the FFC Employers shall continue to employ officers or employees of DBC and the DBC Subsidiaries as of the Effective Time, the FFC Employers shall employ such persons on the Effective Time as "at will" employees, and (iii) in the event the FFC Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may be treated as a termination of employment of such employee) of any officers or employees of DBC or the DBC Subsidiaries as of the Effective Time, the FFC Employers shall pay severance benefits to such employee (other than employees who receive payments under an Employment Obligation) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, two week's salary plus one week's salary for each year of service with DBC or the DBC Subsidiaries, with a maximum of fifty-two week's salary; or (B) in those offered by the event employment is terminated thereafterCompany to such Continuing Employee as of immediately prior to the Closing, in accordance with the then existing severance policy determination of the Bank employee benefits and their comparability under this clause (i) to be made by Buyer from time to time and in its sole and absolute discretion, and (ii) short-term and long-term cash and equity based incentive award opportunities that are substantially comparable to those offered to similarly situated employees of Buyer or its successorBuyer’s Affiliates. (b) On and after To the Effective Timeextent Buyer elects (consistent with Section 5.20(a) or otherwise) to have the Continuing Employees participate in its employee benefit plans (“Buyer Plans”) following the Closing, (i) the FFC Employers shall continue each Continuing Employee will receive credit for purposes of eligibility to maintain the Drovers participate and Mechanics Bank Salary Deferral Plan and the Drovers and Mechanics Bank Pension Plan (the "DBC Retirement Plans") vesting, but not for all employees purposes of DBC and the DBC Subsidiaries who are participants in the DBC Retirement Plans as of the Effective Time and who become employees of the FFC Employersbenefit accrual, provided however, FFC Employers shall be obligated to continue the Drovers Retirement under such Buyer Plans for those former DBC and DBC Subsidiaries' employee participants until years of service with the earlier of: Company prior to the Closing (A) but in no event to the date that the Drovers Retirement Plans can no longer satisfy applicable qualified retirement plan discrimination testing under the Code (taking into consideration all methods available for satisfying discrimination testing applicable to qualified retirement plans under the Codeextent such credit would result in a duplication of benefits), or (B) the last day of the plan year of the Drovers Retirement Plans in which it is determined that the minimum required cash contribution, as determined under the Code for the Drovers and Mechanics Bank pension plan and the matching contribution under the Drovers and Mechanics Bank Salary Deferral Plan (based on the formula as of the Effective Time), exceed 10% of the participant covered payroll; thereafter DBC and DBC Subsidiaries' employees shall participate under the retirement plans provided by the FFC Employers for FFC employees; and (ii) with respect Buyer shall use Commercially Reasonable Efforts to non(A) cause any and all pre-retirement plan employee benefitsexisting condition limitations, eligibility waiting periods and evidence of insurability requirements under any Buyer Plans that are group health plans in which such Continuing Employees will participate to be waived and (B) provide credit for any deductibles or annual out-of-pocket limits that are incurred by the FFC Employers shall provide employee benefits for all employees of DBC and the DBC Subsidiaries who become employees of the FFC Employers which are substantially equivalent to or better than, in the aggregate, the non-retirement plan employee benefits provided by DBC and the DBC Subsidiaries to the employees immediately Continuing Employees prior to the Effective TimeClosing for the calendar year in which the Closing occurs under Benefit Plans that are group health plans for purposes of satisfying any applicable deductible or annual out-of-pocket limits during the calendar year in which the Closing occurs under any Buyer Plans that are group health plans in which such Continuing Employees participate. (c) Nothing contained herein, whether express or implied, (i) shall be construed to require Buyer, the Surviving Corporation, any of their Affiliates or the Company to continue, on or after the Closing, to offer any specific employee benefit, to offer any specific employee benefit plans, or to continue the employment of any specific employee or shall limit the right of Buyer, the Surviving Corporation or any of their Affiliates to amend, terminate or otherwise modify any employee benefit plan or arrangement following the Closing or (ii) shall be deemed to establish or amend any employee benefit or compensation plan, program, agreement or arrangement for any purpose. DBC Nothing in this Section 5.20, express or implied, is intended to confer upon any Person, including any union or any employee or former employee of the Company, other than the Parties hereto any rights or remedies of any nature whatsoever, including any rights of employment for any specified period. (d) Subject to applicable Law, the Company shall provide promptly to Buyer, at Buyer’s request, any information or copies of personnel records (including addresses, dates of birth, dates of hire and dependent information) relating to the Continuing Employees or relating to the service of the Continuing Employees with the Company or any of its Subsidiaries (and their respective predecessors), as applicable, prior to the Closing Date. The Company, Buyer and the DBC Subsidiaries' employees who became employed by Surviving Corporation shall cooperate and provide to the FFC Employers shall receive service credit for vesting other such documentation, information and eligibility purposes under assistance as is reasonably necessary to effect the employee benefit plans provisions of FFC for their service with DBC and the DBC Subsidiaries up through the Effective Time, provided, however, with respect to vesting and eligibility service credit under the FFC retirement plans, vesting and eligibility credit shall only be required at the point in time it is determined that the DBC and DBC Subsidiaries' employees are to participate in the FFC retirement plansthis Section 5.20.

Employment Arrangements. (a) From and after Following the Effective TimeTime of Merger I, and except as already set forth under Section 5.1(a) above, each participant in the Company Benefit Plans who will provide services to the Parent or Surviving Corporation following the Effective Time of Merger I (i"COMPANY PARTICIPANTS") FFC, Xxxxxx Bank, Advisors shall be entitled to benefits available (whether under plans or another subsidiary other arrangements) or that subsequently become available to similarly situated employees of FFC Parent (the "FFC EmployersPARENT BENEFIT ARRANGEMENTS") shall: (A) on terms no less favorable than, and on a basis that is substantially comparable to, those offered to satisfy each similarly situated employees of Parent; provided that salaries, bonuses and option grants shall instead be as set forth in the offers made to officers and employees of the Employment Obligations Company prior to the date of this Agreement, and employees of the Company will not be able to participate in Parent's employee stock participation plan until the next regular participation period under such plan following the Closing. Each Company Participant shall to the extent permitted by law and applicable tax qualification requirements, and subject to any generally applicable break in service or similar rule, receive credit for purposes of eligibility to participate and vesting (as defined in Section 3.17 herein)except with respect to options granted by Parent that are not Replacement Options) under the Parent Benefit Arrangements, (B) including vacation accruals, for years of service with the Company. To the extent consistent with law and applicable tax qualification requirements, the Parent shall use its best commercially reasonable efforts to retain each present fullcause any and all pre-time employee existing condition limitations, eligibility waiting periods and evidence of DBC and the DBC Subsidiaries at such employee's current position (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the FFC Employers at a salary commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues insurability requirements under any group health plans to be employed by the FFC Employers on waived with respect to such Company Participants and after the Effective Time, that is at least equal to the aggregate compensation that such person was receiving from DBC or the DBC Subsidiaries their eligible dependents and shall provide them with credit for any co-payments and deductibles prior to the Effective Time (unless there is a material change of Merger I for purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under any Parent Benefit Arrangement in which they are eligible to participate for the duties and responsibilities of such employee), (ii) in the event that the FFC Employers shall continue to employ officers or employees of DBC and the DBC Subsidiaries as of the Effective Time, the FFC Employers shall employ such persons on first time immediately after the Effective Time as "at will" employees, and (iii) in the event the FFC Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as Merger I. Notwithstanding any of the date foregoing to the contrary, none of this Agreement may be treated as a termination the provisions contained herein shall operate to duplicate any benefit provided to any employee of employment of such employee) the Company or the funding of any officers or employees of DBC or the DBC Subsidiaries as of the Effective Time, the FFC Employers shall pay severance benefits to such employee (other than employees who receive payments under an Employment Obligation) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, two week's salary plus one week's salary for each year of service with DBC or the DBC Subsidiaries, with a maximum of fifty-two week's salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of the Bank or its successorbenefit. (b) On and after the Effective Time, (i) the FFC Employers shall continue to maintain the Drovers and Mechanics Bank Salary Deferral Plan and the Drovers and Mechanics Bank Pension Plan (the "DBC Retirement Plans") for all employees of DBC and the DBC Subsidiaries who are participants in the DBC Retirement Plans as of the Effective Time and who become employees of the FFC Employers, provided however, FFC Employers shall be obligated to continue the Drovers Retirement Plans for those former DBC and DBC Subsidiaries' employee participants until the earlier of: (A) the date that the Drovers Retirement Plans can no longer satisfy applicable qualified retirement plan discrimination testing under the Code (taking into consideration all methods available for satisfying discrimination testing applicable to qualified retirement plans under the Code), or (B) the last day of the plan year of the Drovers Retirement Plans in which it is determined that the minimum required cash contribution, as determined under the Code for the Drovers and Mechanics Bank pension plan and the matching contribution under the Drovers and Mechanics Bank Salary Deferral Plan (based on the formula as of the Effective Time), exceed 10% of the participant covered payroll; thereafter DBC and DBC Subsidiaries' employees shall participate under the retirement plans provided by the FFC Employers for FFC employees; and (ii) with respect to non-retirement plan employee benefits, the FFC Employers shall provide employee benefits for all employees of DBC and the DBC Subsidiaries who become employees of the FFC Employers which are substantially equivalent to or better than, in the aggregate, the non-retirement plan employee benefits provided by DBC and the DBC Subsidiaries to the employees immediately prior to the Effective Time. DBC and the DBC Subsidiaries' employees who became employed by the FFC Employers shall receive service credit for vesting and eligibility purposes under the employee benefit plans of FFC for their service with DBC and the DBC Subsidiaries up through the Effective Time, provided, however, with respect to vesting and eligibility service credit under the FFC retirement plans, vesting and eligibility credit shall only be required at the point in time it is determined that the DBC and DBC Subsidiaries' employees are to participate in the FFC retirement plans.

Employment Arrangements. (a) From Continuing Employees shall receive credit for their past service with the Company for purposes of eligibility and after the Effective Time, vesting under any Employee Plans (i) FFC, Xxxxxx Bank, Advisors or another subsidiary of FFC (the "FFC Employers") shall: (A) to satisfy each of the Employment Obligations (as defined in Section 3.17 hereintogether with any plans maintained by Parent), (B) use its best efforts except to retain each present full-time employee the extent such service credit will result in benefit accruals or the duplication of DBC and the DBC Subsidiaries at such employee's current position (or, if offered tobenefits, and accepted by, an employee, a position shall accrue vacation for which periods following the employee is qualified with the FFC Employers at a salary commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by the FFC Employers on and after the Effective Time, that is at least equal to the aggregate compensation that such person was receiving from DBC or the DBC Subsidiaries prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee), (ii) in the event that the FFC Employers shall continue to employ officers or employees of DBC and the DBC Subsidiaries as of the Effective Time, the FFC Employers shall employ such persons on the Effective Time as "at will" employees, and (iii) in the event the FFC Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the Closing date of this Agreement may be treated as a termination of employment of such employee) of any officers or employees of DBC or the DBC Subsidiaries as of the Effective Time, the FFC Employers shall pay severance benefits to such employee (other than employees who receive payments under an Employment Obligation) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, two week's salary plus one week's salary for each year of service with DBC or the DBC Subsidiaries, with a maximum of fifty-two week's salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of the Bank or its successor. (b) On Parent’s vacation policies, as in effect from time to time. Continuing Employees shall receive credit vacation balances accrued under and after the Effective Time, (i) the FFC Employers shall continue to maintain the Drovers and Mechanics Bank Salary Deferral Plan and the Drovers and Mechanics Bank Pension Plan (the "DBC Retirement Plans") for all employees of DBC and the DBC Subsidiaries who are participants in the DBC Retirement Plans accordance with Parent’s vacation policies as of the Effective Time and who become employees of the FFC Employers, provided however, FFC Employers shall be obligated to continue the Drovers Retirement Plans for those former DBC and DBC Subsidiaries' employee participants until the earlier of: (A) the date that the Drovers Retirement Plans can no longer satisfy applicable qualified retirement plan discrimination testing under the Code (taking into consideration all methods available for satisfying discrimination testing applicable to qualified retirement plans under the Code), or (B) the last day of the plan year of the Drovers Retirement Plans in which it is determined that the minimum required cash contribution, as determined under the Code for the Drovers and Mechanics Bank pension plan and the matching contribution under the Drovers and Mechanics Bank Salary Deferral Plan (based on the formula as of the Effective Time), exceed 10% of the participant covered payroll; thereafter DBC and DBC Subsidiaries' employees shall participate under the retirement plans provided by the FFC Employers for FFC employees; and (ii) with respect to non-retirement plan employee benefits, the FFC Employers shall provide employee benefits for all employees of DBC and the DBC Subsidiaries who become employees of the FFC Employers which are substantially equivalent to or better than, in the aggregate, the non-retirement plan employee benefits provided by DBC and the DBC Subsidiaries to the employees immediately prior to the Effective Time; provided, however, that in the event any Continuing Employee has an accrued vacation balance as of immediately prior to the Effective Time in excess of the maximum vacation accrual permitted under Parent’s vacation policies, the Company shall pay in cash to such Continuing Employee at or prior to the Closing Date the excess of such accrued vacation balance over the maximum vacation accrual under Parent’s vacation policies and as a result of such payment such Continuing Employee may thereafter be deemed to have an accrued vacation balance that is equal to the maximum vacation accrual under Parent’s vacation policies. (b) At or prior to Closing, the Company shall terminate the employment of (i) each employee who receives an offer of continued employment with either Parent or the Surviving Corporation but does not accept such offer and (ii) those employees set forth on a separate schedule to be delivered by Parent (such employees described in clause (i) and (ii), together with any employee of the Company who voluntarily terminates his or her employment with the Company prior to Closing, “Non-Continuing Employees”). DBC Any costs, expenses and other liabilities resulting from or arising in connection with the DBC Subsidiaries' employees who became employed termination of the Non-Continuing Employees, up to an aggregate of $75,000, shall be borne by the FFC Employers Surviving Corporation (and, indirectly, by Parent). Any such amounts in excess thereof, shall receive service credit for vesting be borne by the Company and eligibility purposes under treated as Third Party Expenses hereunder to the extent not paid prior to the Closing. (c) Notwithstanding any of the foregoing, nothing in this Agreement will be construed to create a right in any employee benefit plans of FFC for their service the Company to employment with DBC and the DBC Subsidiaries up through Parent or, following the Effective Time, providedthe Company, howeveror any other Subsidiary of Parent, with respect and, subject to vesting any agreement between a Continuing Employee and eligibility service credit under Parent, the FFC retirement plansCompany or any other Subsidiary of Parent, vesting and eligibility credit shall only the employment of each Continuing Employee will be required “at the point in time it is determined that the DBC and DBC Subsidiaries' employees are to participate in the FFC retirement planswill” employment.

Employment Arrangements. (a) From and after the Effective TimeRiverview Financial, (i) FFC, Xxxxxx Bank, Advisors Riverview Bank or another subsidiary of FFC Riverview Financial (any such parties employing employees of CBT Financial or a CBT Financial Subsidiary after the "FFC Effective Date, the “Riverview Financial Employers"”) shall: : (Ai) to satisfy each of the Riverview Financial Employment Obligations and CBT Financial Employment Obligations that are payable after the Effective Date and CBT Financial or CBT Bank shall satisfy the CBT Financial Employment Obligations that are payable on or prior to the Effective Date; (as defined in Section 3.17 herein)ii) retain certain CBT Financial senior management employees for up to five (5) years who (A) desire to remain employed by the Riverview Financial Employers, (B) are identified in Schedule 6.9(a), without reduction of pay and with continuation of benefits as available to all similarly-situated employees, and (C) provided that each individual agrees to and signs an offer letter, substantially as set forth in Exhibit C-1, prior to the Effective Date; and (iii) use its best good faith efforts to retain each other present full-time employee of DBC CBT Financial and the DBC CBT Financial Subsidiaries at in such employee's ’s current position and salary compensation (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the FFC Riverview Financial Employers at a salary compensation commensurate with the position), . (Cb) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by the FFC Employers on and after the Effective Time, that is at least equal to the aggregate compensation that such person was receiving from DBC or the DBC Subsidiaries prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee), (ii) in In the event that the FFC Riverview Financial Employers shall continue to employ officers or employees of DBC CBT Financial and the DBC CBT Financial Subsidiaries as of following the Effective TimeTime (the “Continuing Employees”), the FFC Riverview Financial Employers shall employ such persons on the Effective Time who are not covered by an employment agreement (the “Contract Employees”) as "at “at-will" ” employees, and (iii) in . In the event the FFC Riverview Financial Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may be treated as a termination of employment of such employeeduties) of of, any officers or employees of DBC CBT Financial or the DBC CBT Financial Subsidiaries as who are not Contract Employees, or any officers or employees of Riverview Financial or the Effective TimeRiverview Financial Subsidiaries who do not have employment contracts with Riverview Financial or the Riverview Financial Subsidiaries, the FFC Riverview Financial Employers shall pay severance benefits to such employee employees (other than employees who receive payments under an Employment ObligationContract Employees) as follows: : (Ai) in the event employment is terminated on or prior to the date which is one (1) year after the Effective Date, two (2) week's salary plus one week's ’s salary for each year of service (and a pro-rata portion thereof for any partial year of service) with DBC CBT Financial or the DBC SubsidiariesRiverview Financial, as applicable, with a minimum of four (4) weeks’ and up to a maximum of fifty-two week's salary26 weeks’ salary (it is agreed that if an eligible employee is an hourly employee, salary shall mean the eligible employee’s regular hourly base compensation rate multiplied by his/her regularly scheduled number of hours worked per week in effect on his/her date of termination); or or (Bii) in the event employment is terminated thereafter, in accordance with the then existing severance policy of the Bank Riverview Financial or its successor. (bc) On For vesting and eligibility purposes for employee benefits, under each Riverview Financial Benefit Plan and/or any employee benefit plan established by Riverview Financial after the Effective TimeDate, (i) the FFC Employers Continuing Employees shall continue to maintain the Drovers and Mechanics Bank Salary Deferral Plan receive credit for years of service with CBT Financial and the Drovers and Mechanics Bank Pension CBT Financial Subsidiaries or predecessor of CBT Financial or the CBT Financial Subsidiaries if such service was recognized by CBT Financial for purposes of a comparable CBT Financial Benefit Plan. (d) Any restrictions on coverage for preexisting conditions or requirements for evidence of insurability under a Riverview Financial Benefit Plan (that is an employee welfare benefit plan shall be waived for the "DBC Retirement Plans") for all employees of DBC CBT Financial and the DBC CBT Financial Subsidiaries who are participants in the DBC Retirement Plans as of the Effective Time currently covered for such conditions under CBT Financial’s existing insurance plans, and who become such employees of the FFC Employers, provided however, FFC Employers shall be obligated to continue the Drovers Retirement Plans for those former DBC and DBC Subsidiaries' employee participants until the earlier of: (A) the date that the Drovers Retirement Plans can no longer satisfy applicable qualified retirement plan discrimination testing receive credit under the Code (taking into consideration all methods available applicable Riverview Financial Benefit Plan for satisfying discrimination testing co-payments and payments under a deductible limit made by them and for out-of-pocket maximums applicable to qualified retirement plans under the Code), or (B) the last day of them during the plan year of the Drovers Retirement Plans Riverview Financial Benefit Plan in which it accordance with the corresponding CBT Financial Benefit Plan. (e) Xxxxxxx X. Xxxxx will be offered an employment agreement, substantially as set forth Exhibit C, attached hereto, with Riverview Bank. (f) CBT Financial and Riverview Financial shall honor the contractual terms of all CBT Financial Employment Obligations listed on Schedule 3.22 and Riverview Financial Employment Obligations listed on Schedule 4.22, except to the extent any such agreement is determined that superseded or terminated as of, or following, the minimum required cash contribution, as determined Effective Time with the written consent of the affected parties. To the extent the consummation of the Merger will constitute a change of control under the Code for CBT Financial Employment Obligations or the Drovers and Mechanics Bank pension plan and the matching contribution Riverview Financial Employment Obligations, any potential amounts payable under the Drovers CBT Financial Employment Obligations are set forth in Schedule 6.9(f)(1) and Mechanics Bank Salary Deferral Plan (based on the formula as of the Effective Time), exceed 10% of the participant covered payroll; thereafter DBC and DBC Subsidiaries' employees shall participate any potential amounts payable under the retirement plans provided by the FFC Employers for FFC employees; and Riverview Financial Employment Obligations are set forth in Schedule 6.9(f)(2). (iig) with respect to non-retirement plan employee benefitsRiverview Financial shall, the FFC Employers shall provide employee benefits for all employees of DBC and the DBC Subsidiaries who become employees of the FFC Employers which are substantially equivalent to or better than, in the aggregate, the non-retirement plan employee benefits provided by DBC and the DBC Subsidiaries to the employees immediately prior to the Effective Time. DBC , obtain an agreement from each of Xxxxx X. Xxxx and the DBC Subsidiaries' employees who became employed by the FFC Employers shall receive service credit for vesting and eligibility purposes under the employee benefit plans of FFC for their service with DBC and the DBC Subsidiaries up through the Effective Time, provided, however, with respect to vesting and eligibility service credit under the FFC retirement plans, vesting and eligibility credit shall only be required at the point in time it is determined Xxxx X. Xxx that the DBC Merger and DBC Subsidiaries' employees are to participate in the FFC Bank Merger shall not be treated as events that constitute a “change of control” under their respective employment agreements, supplemental retirement plansplans or deferred compensation arrangements, as applicable.

Employment Arrangements. (a) From and after For a period of not less than twelve (12) months following the Effective TimeClosing (the “Transition Period”), Parent shall, or shall cause the Acquired Companies or any other Subsidiary of Parent to provide to each Continuing Employee (i) FFC, Xxxxxx Bank, Advisors or another subsidiary of FFC (the "FFC Employers") shall: (A) to satisfy each of the Employment Obligations (as defined in Section 3.17 herein), (B) use its best efforts to retain each present full-time employee of DBC base salary and the DBC Subsidiaries at such employee's current position (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the FFC Employers at a salary commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by the FFC Employers on and after the Effective Time, that is wages at least equal to the aggregate compensation that in effect for such person was receiving from DBC or the DBC Subsidiaries prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee), (ii) in the event that the FFC Employers shall continue to employ officers or employees of DBC and the DBC Subsidiaries as of the Effective Time, the FFC Employers shall employ such persons on the Effective Time as "at will" employees, and (iii) in the event the FFC Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may be treated as a termination of employment of such employee) of any officers or employees of DBC or the DBC Subsidiaries as of the Effective Time, the FFC Employers shall pay severance benefits to such employee (other than employees who receive payments under an Employment Obligation) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, two week's salary plus one week's salary for each year of service with DBC or the DBC Subsidiaries, with a maximum of fifty-two week's salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of the Bank or its successor. (b) On and after the Effective Time, (i) the FFC Employers shall continue to maintain the Drovers and Mechanics Bank Salary Deferral Plan and the Drovers and Mechanics Bank Pension Plan (the "DBC Retirement Plans") for all employees of DBC and the DBC Subsidiaries who are participants in the DBC Retirement Plans as of the Effective Time and who become employees of the FFC Employers, provided however, FFC Employers shall be obligated to continue the Drovers Retirement Plans for those former DBC and DBC Subsidiaries' employee participants until the earlier of: (A) the date that the Drovers Retirement Plans can no longer satisfy applicable qualified retirement plan discrimination testing under the Code (taking into consideration all methods available for satisfying discrimination testing applicable to qualified retirement plans under the Code), or (B) the last day of the plan year of the Drovers Retirement Plans in which it is determined that the minimum required cash contribution, as determined under the Code for the Drovers and Mechanics Bank pension plan and the matching contribution under the Drovers and Mechanics Bank Salary Deferral Plan (based on the formula as of the Effective Time), exceed 10% of the participant covered payroll; thereafter DBC and DBC Subsidiaries' employees shall participate under the retirement plans provided by the FFC Employers for FFC employees; and (ii) with respect to non-retirement plan employee benefits, the FFC Employers shall provide employee benefits for all employees of DBC and the DBC Subsidiaries who become employees of the FFC Employers which are substantially equivalent to or better than, in the aggregate, the non-retirement plan employee benefits provided by DBC and the DBC Subsidiaries to the employees Continuing Employee immediately prior to the Effective Time; and (ii) retirement and welfare benefits (other than equity or equity-related awards) that are substantially comparable in the aggregate to those provided to similarly situated employees of Parent (for the avoidance of doubt, paid time off policies shall be governed by Parent’s policies with respect to such matters). DBC During the Transition Period, Parent shall (and Parent shall cause the DBC Subsidiaries' employees who became employed by Acquired Companies and any other Subsidiary of Parent), to the FFC Employers shall receive service credit for vesting and eligibility purposes under the extent employee benefit benefits plans of FFC Parent or any Subsidiary of Parent replace or are substituted for their service currently existing Company Employee Plans; (A) use commercially reasonable efforts to cause to be waived for Continuing Employees in the United States all limitations as to pre-existing conditions, exclusions and waiting periods and all evidence of insurability and actively at work requirements with DBC respect to participation and coverage requirements under any group health plan of Parent or any Subsidiary of Parent in which such Continuing Employees in the DBC Subsidiaries up through United States may be eligible to participate after the Effective Time, to the extent that such conditions, exclusions and waiting periods would have been waived or satisfied under the corresponding group health plan in which any such Continuing Employee in the United States participated immediately prior to the Effective Time; (B) use commercially reasonable efforts to provide to each Continuing Employee credit in satisfying any applicable co-payments, deductibles or out-of-pocket requirements under any welfare plans of Parent or any Subsidiary of Parent in which such Continuing Employees in the United States may be eligible to participate after the Effective Time for any co-payments, deductibles and out-of-pocket costs paid under any corresponding group health plan in which any such Continuing Employee in the United States participated immediately prior to the Effective Time, in respect of the calendar year in which the Effective Time occurs; and (C) provide to each Continuing Employee credit for all service recognized by the Acquired Companies under a corresponding Company Employee Plan for purposes of determining eligibility to participate and vesting under each employee benefit plan, program or arrangement of Parent, the Acquired Companies and any other Subsidiary of Parent in which such Continuing Employees are eligible to participate after the Closing, and for purposes of determining the amount of benefits under any severance or vacation plan, program or arrangement, or other benefit program that bases benefits in whole or in part on length of service, of Parent, the Acquired Companies and any other Subsidiary of Parent; provided, however, that in no event shall any Continuing Employee be entitled to service credit to the extent that such service credit would result in a duplication of benefits with respect to vesting the same period of service. In addition, Continuing Employees outside of the United States shall receive credit for vacation balances accrued but not used and eligibility service credit as set forth on Section 2.21(a) of the Disclosure Schedule under Parent’s and its Subsidiaries’ paid time off policies, as required under locally applicable Law, in which such Continuing Employees are eligible to participate after the Effective Time. (b) Subject to any agreement between a Continuing Employee and Parent, an Acquired Company or any other Subsidiary of Parent or applicable Laws, the employment of each Continuing Employee will be “at will” employment. (c) At least two (2) Business Days prior to Closing, Company shall terminate the employment of (i) each employee of the Acquired Companies who receives an offer of continued employment with either Parent or the Surviving Corporation but does not accept such offer (the “Declining Employees”) and (ii) those employees set forth on a separate schedule to be delivered to Company by Parent at least ten (10) Business Days prior to Closing (the “Terminated Employees”) (such employees described in clause (i) and (ii), together with any employee of the Acquired Companies who voluntarily terminates his or her employment with such Acquired Company prior to Closing, “Non-Continuing Employees”). All severance costs, as well as amounts to be paid pursuant to applicable Laws, including expenses related thereto, resulting from or arising in connection with the termination of the Declining Employees, shall be borne by Company (the “Company Severance Expenses”). All severance costs, amounts to be paid pursuant to applicable Laws, including expenses related thereto, and any Losses resulting from the termination of the Terminated Employees, including with respect to any Action brought by any Terminated Employee (which for the avoidance of doubt, includes any liability under the FFC retirement plansWARN Act), vesting shall be borne by Parent (collectively, the “Parent Severance Expenses”). (d) Notwithstanding any of the foregoing, nothing in this Agreement will be construed to create a right in any employee of the Acquired Companies to employment with Parent or, following the Effective Time, any Acquired Company, or any other Subsidiary of Parent, and, subject to any agreement between a Continuing Employee and eligibility credit Parent, an Acquired Company or any other Subsidiary of Parent, the employment of each Continuing Employee will be “at will” employment, except as otherwise required by applicable Law. (e) To the extent any employee notification or consultation requirements are imposed under the WARN Act or by applicable Laws with respect to the transactions contemplated by this Agreement or Parent’s determinations regarding the Terminated Employees, the Acquired Companies and Parent shall only reasonably cooperate with each other and shall use commercially reasonable efforts to cause such notification or consultation requirements to be required at complied with prior to the point in time it is determined that the DBC and DBC Subsidiaries' employees are to participate in the FFC retirement plansEffective Time.

Employment Arrangements. (a) From and after For a period of not less than twelve (12) months following the Effective TimeClosing (the “Transition Period”), Parent shall, or shall cause the Acquired Companies or any other Subsidiary of Parent to provide to each Continuing Employee (i) FFC, Xxxxxx Bank, Advisors or another subsidiary of FFC (the "FFC Employers") shall: (A) to satisfy each of the Employment Obligations (as defined in Section 3.17 herein), (B) use its best efforts to retain each present full-time employee of DBC base salary and the DBC Subsidiaries at such employee's current position (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the FFC Employers at a salary commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by the FFC Employers on and after the Effective Time, that is wages at least equal to the aggregate compensation that in effect for such person was receiving from DBC or the DBC Subsidiaries prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee), (ii) in the event that the FFC Employers shall continue to employ officers or employees of DBC and the DBC Subsidiaries as of the Effective Time, the FFC Employers shall employ such persons on the Effective Time as "at will" employees, and (iii) in the event the FFC Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may be treated as a termination of employment of such employee) of any officers or employees of DBC or the DBC Subsidiaries as of the Effective Time, the FFC Employers shall pay severance benefits to such employee (other than employees who receive payments under an Employment Obligation) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, two week's salary plus one week's salary for each year of service with DBC or the DBC Subsidiaries, with a maximum of fifty-two week's salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of the Bank or its successor. (b) On and after the Effective Time, (i) the FFC Employers shall continue to maintain the Drovers and Mechanics Bank Salary Deferral Plan and the Drovers and Mechanics Bank Pension Plan (the "DBC Retirement Plans") for all employees of DBC and the DBC Subsidiaries who are participants in the DBC Retirement Plans as of the Effective Time and who become employees of the FFC Employers, provided however, FFC Employers shall be obligated to continue the Drovers Retirement Plans for those former DBC and DBC Subsidiaries' employee participants until the earlier of: (A) the date that the Drovers Retirement Plans can no longer satisfy applicable qualified retirement plan discrimination testing under the Code (taking into consideration all methods available for satisfying discrimination testing applicable to qualified retirement plans under the Code), or (B) the last day of the plan year of the Drovers Retirement Plans in which it is determined that the minimum required cash contribution, as determined under the Code for the Drovers and Mechanics Bank pension plan and the matching contribution under the Drovers and Mechanics Bank Salary Deferral Plan (based on the formula as of the Effective Time), exceed 10% of the participant covered payroll; thereafter DBC and DBC Subsidiaries' employees shall participate under the retirement plans provided by the FFC Employers for FFC employees; and (ii) with respect to non-retirement plan employee benefits, the FFC Employers shall provide employee benefits for all employees of DBC and the DBC Subsidiaries who become employees of the FFC Employers which are substantially equivalent to or better than, in the aggregate, the non-retirement plan employee benefits provided by DBC and the DBC Subsidiaries to the employees Continuing Employee immediately prior to the Effective Time; and (ii) retirement and welfare benefits (other than equity or equity-related awards) that are substantially comparable in the aggregate to those provided to similarly situated employees of Parent (for the avoidance of doubt, paid time off policies shall be governed by Parent’s policies with respect to such matters). DBC During the Transition Period, Parent shall (and Parent shall cause the DBC Subsidiaries' employees who became employed by Acquired Companies and any other Subsidiary of Parent), to the FFC Employers shall receive service credit for vesting and eligibility purposes under the extent employee benefit benefits plans of FFC Parent or any Subsidiary of Parent replace or are substituted for their service currently existing Company Employee Plans; (A) use commercially reasonable efforts to cause to be waived for Continuing Employees in the United States all limitations as to pre-existing conditions, exclusions and waiting periods and all evidence of insurability and actively at work requirements with DBC respect to participation and coverage requirements under any group health plan of Parent or any Subsidiary of Parent in which such Continuing Employees in the DBC Subsidiaries up through United States may be eligible to participate after the Effective Time, to the extent that such conditions, exclusions and waiting periods would have been waived or satisfied under the corresponding group health plan in which any such Continuing Employee in the United States participated immediately prior to the Effective Time; (B) use commercially reasonable efforts to provide to each Continuing Employee credit in satisfying any applicable co-payments, deductibles or out-of-pocket requirements under any welfare plans of Parent or any Subsidiary of Parent in which such Continuing Employees in the United States may be eligible to participate after the Effective Time for any co-payments, deductibles and out-of-pocket costs paid under any corresponding group health plan in which any such Continuing Employee in the United States participated immediately prior to the Effective Time, in respect of the calendar year in which the Effective Time occurs; and (C) provide to each Continuing Employee credit for all service recognized by the Acquired Companies under a corresponding Company Employee Plan for purposes of determining eligibility to participate and vesting under each employee benefit plan, program or arrangement of Parent, the Acquired Companies and any other Subsidiary of Parent in which such Continuing Employees are eligible to participate after the Closing, and for purposes of determining the amount of benefits under any severance or vacation plan, program or arrangement, or other benefit program that bases benefits in whole or in part on length of service, of Parent, the Acquired Companies and any other Subsidiary of Parent; provided, however, that in no event shall any Continuing Employee be entitled to service credit to the extent that such service credit would result in a duplication of benefits with respect to vesting the same period of -45- service. In addition, Continuing Employees outside of the United States shall receive credit for vacation balances accrued but not used and eligibility service credit as set forth on Section 2.21(a) of the Disclosure Schedule under Parent’s and its Subsidiaries’ paid time off policies, as required under locally applicable Law, in which such Continuing Employees are eligible to participate after the Effective Time. (b) Subject to any agreement between a Continuing Employee and Parent, an Acquired Company or any other Subsidiary of Parent or applicable Laws, the employment of each Continuing Employee will be “at will” employment. (c) At least two (2) Business Days prior to Closing, Company shall terminate the employment of (i) each employee of the Acquired Companies who receives an offer of continued employment with either Parent or the Surviving Corporation but does not accept such offer (the “Declining Employees”) and (ii) those employees set forth on a separate schedule to be delivered to Company by Parent at least ten (10) Business Days prior to Closing (the “Terminated Employees”) (such employees described in clause (i) and (ii), together with any employee of the Acquired Companies who voluntarily terminates his or her employment with such Acquired Company prior to Closing, “Non-Continuing Employees”). All severance costs, as well as amounts to be paid pursuant to applicable Laws, including expenses related thereto, resulting from or arising in connection with the termination of the Declining Employees, shall be borne by Company (the “Company Severance Expenses”). All severance costs, amounts to be paid pursuant to applicable Laws, including expenses related thereto, and any Losses resulting from the termination of the Terminated Employees, including with respect to any Action brought by any Terminated Employee (which for the avoidance of doubt, includes any liability under the FFC retirement plansWARN Act), vesting shall be borne by Parent (collectively, the “Parent Severance Expenses”). (d) Notwithstanding any of the foregoing, nothing in this Agreement will be construed to create a right in any employee of the Acquired Companies to employment with Parent or, following the Effective Time, any Acquired Company, or any other Subsidiary of Parent, and, subject to any agreement between a Continuing Employee and eligibility credit Parent, an Acquired Company or any other Subsidiary of Parent, the employment of each Continuing Employee will be “at will” employment, except as otherwise required by applicable Law. (e) To the extent any employee notification or consultation requirements are imposed under the WARN Act or by applicable Laws with respect to the transactions contemplated by this Agreement or Parent’s determinations regarding the Terminated Employees, the Acquired Companies and Parent shall only reasonably cooperate with each other and shall use commercially reasonable efforts to cause such notification or consultation requirements to be required at complied with prior to the point in time it is determined that the DBC and DBC Subsidiaries' employees are to participate in the FFC retirement plansEffective Time.

Employment Arrangements. (a) From and after During the Effective Time, (i) FFC, Xxxxxx Bank, Advisors or another subsidiary of FFC (the "FFC Employers") shall: (A) to satisfy each of the Employment Obligations (as defined in Section 3.17 herein), (B) use its best efforts to retain each present full-time employee of DBC and the DBC Subsidiaries period commencing at such employee's current position (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the FFC Employers at a salary commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by ending on the FFC Employers on first anniversary of the Closing Date (the “Transitional Period”), Xxxxxx or its Affiliates shall provide each continuing employee of Prudential and after the Effective Time, its Subsidiaries with compensation and employee benefits that is at least equal to are substantially comparable in the aggregate to those provided to similarly situated employees of Xxxxxx and its Subsidiaries; provided that Xxxxxx or its Affiliates may satisfy such obligation for the Transitional Period by providing compensation and employee benefits that such person was receiving from DBC or the DBC Subsidiaries prior to the Effective Time (unless there is a material change are substantially comparable in the duties and responsibilities of such employee), (ii) in the event that the FFC Employers shall continue aggregate to employ officers or employees of DBC and the DBC Subsidiaries as of the Effective Time, the FFC Employers shall employ such persons on the Effective Time as "at will" employees, and (iii) in the event the FFC Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and those provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may be treated as a termination of employment of such employee) of any officers or employees of DBC or the DBC Subsidiaries as of the Effective Time, the FFC Employers shall pay severance benefits to such employee (other than employees who receive payments under an Employment Obligation) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, two week's salary plus one week's salary for each year of service with DBC or the DBC Subsidiaries, with a maximum of fifty-two week's salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of the Bank by Prudential or its successor. (b) On and after the Effective Time, (i) the FFC Employers shall continue to maintain the Drovers and Mechanics Bank Salary Deferral Plan and the Drovers and Mechanics Bank Pension Plan (the "DBC Retirement Plans") for all employees of DBC and the DBC Subsidiaries who are participants in the DBC Retirement Plans as of the Effective Time and who become employees of the FFC Employers, provided however, FFC Employers shall be obligated to continue the Drovers Retirement Plans for those former DBC and DBC Subsidiaries' employee participants until the earlier of: (A) the date that the Drovers Retirement Plans can no longer satisfy applicable qualified retirement plan discrimination testing under the Code (taking into consideration all methods available for satisfying discrimination testing applicable to qualified retirement plans under the Code), or (B) the last day of the plan year of the Drovers Retirement Plans in which it is determined that the minimum required cash contribution, as determined under the Code for the Drovers and Mechanics Bank pension plan and the matching contribution under the Drovers and Mechanics Bank Salary Deferral Plan (based on the formula as of the Effective Time), exceed 10% of the participant covered payroll; thereafter DBC and DBC Subsidiaries' employees shall participate under the retirement plans provided by the FFC Employers for FFC employees; and (ii) with respect to non-retirement plan employee benefits, the FFC Employers shall provide employee benefits for all employees of DBC and the DBC Subsidiaries who become employees of the FFC Employers which are substantially equivalent to or better than, in the aggregate, the non-retirement plan employee benefits provided by DBC and the DBC Subsidiaries to the employees immediately prior to the Effective Time. DBC Xxxxxx shall, or shall cause its Subsidiaries to, during the Transitional Period, (A) provide severance payments and benefits (which may include continuation of health coverage under the DBC Subsidiaries' Consolidated Omnibus Budget Reconciliation Act (COBRA)) to each continuing employee of Prudential and its Subsidiaries that are no less favorable than the severance payments and benefits as set forth in Schedule 11.1(a); and (B) provide the other benefits as set forth in Schedule 11.1(a). If an employee entitled to receive severance payments or benefits under this Section 11.1(a) would also be entitled to receive severance payments or benefits under Section 11.1(c), such employee shall solely be entitled to receive severance payments and benefits under Section 11.1(c) and shall not be entitled to receive any severance payments or benefits under this Section 11.1(a). (b) With respect to any Benefit Plans of Xxxxxx or its Subsidiaries in which any employees who became employed by of Prudential or its Subsidiaries become eligible to participate on or after the FFC Employers Effective Time (the “Xxxxxx Plans”), Xxxxxx or its Affiliates, as applicable, shall receive service use commercially reasonable efforts to: (i) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such employees and their eligible dependents under any Xxxxxx Plans, except to the extent such pre-existing conditions, exclusions or waiting periods would apply under the analogous Prudential Benefit Plan, (ii) provide each such employee and their eligible dependents with credit for vesting any co-payments or co-insurance and eligibility purposes deductibles paid during the same plan year under a Prudential Benefit Plan (to the same extent that such credit was given under the analogous Prudential Benefit Plan during the applicable plan year) in satisfying any applicable deductible, co-payment, co-insurance or maximum out-of-pocket requirements under any Xxxxxx Plans, and (iii) recognize all service of such employees with Prudential and its Subsidiaries for all purposes in any Xxxxxx Plan to the same extent that such service was taken into account under the analogous Prudential Benefit Plan prior to the Effective Time; provided that the foregoing service recognition shall not apply (A) to the extent it would result in duplication of benefits for the same period of services, (B) for purposes of any defined benefit Pension Plan or Benefit Plan that provides retiree welfare benefits, or (C) to any Benefit Plan that is a frozen plan or provides grandfathered benefits. (c) Xxxxxx agrees to honor, or cause Xxxxxx Bank to honor, each of the employment and severance agreements identified in Schedule 3.24, provided that if any of the individuals who are a party to any of such agreements will not be retained as an employee benefit plans of FFC for their service with DBC and the DBC Subsidiaries up through Xxxxxx or Xxxxxx Bank following the Effective Time, providedthen Prudential or Prudential Bank may provide to such individual(s) as of the Effective Time the lump sum cash payments required by such agreements upon a termination of employment in connection with or following a change in control, however, with the continuation of insurance coverages to be provided by Xxxxxx or Xxxxxx Bank in accordance with the terms of such agreements. Xxxxxx acknowledges and agrees that the Merger will constitute a “change in control” of Prudential for all purposes with respect to vesting and eligibility service credit under such agreements. For the FFC retirement plansavoidance of doubt, vesting and eligibility credit the payments provided for by this subsection (c) shall only be required at the point in time it is determined that the DBC and DBC Subsidiaries' employees are lieu of any other severance payments so as to participate avoid any duplication of benefits. (d) Nothing in this Agreement shall confer upon any employee, officer, director or consultant of Prudential or any of its Subsidiaries or Affiliates any right to continue in the FFC retirement plansemploy or service of the Surviving Corporation, Prudential, or any Subsidiary or Affiliate thereof, or shall interfere with or restrict in any way the rights of the Surviving Corporation, Prudential, Xxxxxx or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, officer, director or consultant of Prudential or any of its Subsidiaries or Affiliates at any time for any reason whatsoever, with or without cause. Nothing in this Agreement shall be deemed to (i) establish, amend, or modify any Prudential Benefit Plan, Xxxxxx Plan or any other benefit or employment plan, program, agreement or arrangement, or (ii) alter or limit the ability of Xxxxxx or any of its Subsidiaries or Affiliates to amend, modify or terminate any particular Prudential Benefit Plan, Xxxxxx Plan or any other benefit or employment plan, program, agreement or arrangement after the Effective Time. (e) Except as provided by Sections 11.2(d) and 13.7, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, including any current or former employee, officer, director or consultant of Prudential or any of Prudential Subsidiaries or Affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, including under this Section 11.1.

Employment Arrangements. (a) From and after Prior to the Effective TimeClosing, the Principal Shareholders shall use their commercially reasonable efforts to procure that the employees of the Company set forth on Schedule 5.10(a) (the “Designated Employees”), shall (i) FFC, Xxxxxx Bank, Advisors or another subsidiary of FFC enter into an employment agreement (the "FFC Employers") shall: (A) to satisfy each of the Employment Obligations (as defined in Section 3.17 herein), (B) use its best efforts to retain each present full-time employee of DBC and the DBC Subsidiaries at such employee's current position (or, if offered to, and accepted byeach, an employee“Employment Agreement” and collectively, a position for which the employee is qualified “Employment Agreements”) with the FFC Employers at a salary commensurate with Purchaser substantially in the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed form delivered by the FFC Employers on and after the Effective Time, that is at least equal Purchaser to the aggregate compensation that such person was receiving from DBC or the DBC Subsidiaries Designated Employees prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee), (ii) in the event that the FFC Employers shall continue to employ officers or employees of DBC and the DBC Subsidiaries as of the Effective Time, the FFC Employers shall employ such persons on the Effective Time as "at will" employees, and (iii) in the event the FFC Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may (which will provide, among other things, that such Designated Employee shall (i) be treated as a termination subject to and in compliance with the Purchaser’s applicable human resources policies and procedures, (ii) execute the Purchaser’s standard form proprietary information and inventions assignment agreement and (iii) supersede any prior employment agreements and other arrangements with such Designated Employee). The Principal Shareholders shall procure that the Company shall work with the Purchaser in good faith to identify and provide the Purchaser reasonable access after the date of employment of such employee) of any officers or this Agreement to employees of DBC or the DBC Subsidiaries as Company for the purpose of the Effective TimePurchaser and such employees (in addition to the Designated Employees) at the sole discretion of the Purchaser, entering into employment agreements with the FFC Employers Purchaser. The parties hereto agree that the Purchaser shall pay severance benefits to such employee (other than employees who receive payments under an Employment Obligation) as follows: (A) have no liability for any Employees in the event employment the Acquisition is terminated on or prior to the date which is one year after the Effective Date, two week's salary plus one week's salary for each year of service with DBC or the DBC Subsidiaries, with a maximum of fifty-two week's salary; or (B) not consummated. Designated Employees employed in the event employment is terminated thereafter, in accordance United States shall be eligible to receive benefits consistent with the then existing severance policy of the Bank or its successorPurchaser’s applicable human resources policies. (b) On Prior to the Closing, the Company shall be permitted to grant bonuses to the individuals and after the Effective Time, (i) the FFC Employers shall continue to maintain the Drovers and Mechanics Bank Salary Deferral Plan and the Drovers and Mechanics Bank Pension Plan (the "DBC Retirement Plans") for all employees of DBC and the DBC Subsidiaries who are participants in the DBC Retirement Plans as of the Effective Time and who become employees of the FFC Employers, provided however, FFC Employers shall be obligated to continue the Drovers Retirement Plans for those former DBC and DBC Subsidiaries' employee participants until the earlier of: amounts set forth on Schedule 5.10(b) (A) the date that the Drovers Retirement Plans can no longer satisfy applicable qualified retirement plan discrimination testing under the Code (taking into consideration all methods available for satisfying discrimination testing applicable to qualified retirement plans under the Code), or (B) the last day of the plan year of the Drovers Retirement Plans in which it is determined that the minimum required cash contribution, as determined under the Code for the Drovers and Mechanics Bank pension plan and the matching contribution under the Drovers and Mechanics Bank Salary Deferral Plan (based on the formula as of the Effective Time), exceed 10% of the participant covered payroll; thereafter DBC and DBC Subsidiaries' employees shall participate under the retirement plans provided by the FFC Employers for FFC employees; and (ii) with respect to non-retirement plan employee benefits, the FFC Employers shall provide employee benefits for all employees of DBC and the DBC Subsidiaries who become employees of the FFC Employers which are substantially equivalent to or better than, in the aggregate, the non-retirement plan employee benefits provided by DBC and the DBC Subsidiaries to the employees immediately extent not already granted prior to the Effective Time. DBC and the DBC Subsidiaries' employees who became employed by the FFC Employers shall receive service credit for vesting and eligibility purposes under the employee benefit plans date of FFC for their service with DBC and the DBC Subsidiaries up through the Effective Time, this Agreement); provided, however, that prior to granting such bonuses, the Company shall enter into a release agreement with respect such employees in a form reasonably acceptable to vesting and eligibility service credit under the FFC retirement plans, vesting and eligibility credit shall only be required Purchaser. The U.S. dollar equivalent (using the Currency Conversion Ratio at the point time of the Closing) of the bonuses listed on Schedule 5.10(b), as well as any other or additional bonuses or amounts in time it is determined that respect of such bonuses to be paid by the DBC and DBC Subsidiaries' employees Company in connection with the Acquisition, are referred to participate in herein as the FFC retirement plans“Employee Bonus Amount”.

Employment Arrangements. (a) From and after After the Effective TimeDate, Parent shall, or shall cause the Surviving Corporation to, honor in accordance with their terms, all employment, severance, consulting and other compensation contracts between the Company or any of its subsidiaries and any current or former director, officer or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Date under any Company Benefit Plan, each as of the date hereof except for changes thereto which are (i) FFC, Xxxxxx Bank, Advisors or another subsidiary of FFC (the "FFC Employers") shall: (A) to satisfy each of the Employment Obligations (as defined in Section 3.17 herein), (B) use its best efforts to retain each present full-time employee of DBC and the DBC Subsidiaries at such employee's current position (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the FFC Employers at a salary commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by the FFC Employers on and after the Effective Time, that is at least equal to the aggregate compensation that such person was receiving from DBC or the DBC Subsidiaries prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee)not material, (ii) in the event that the FFC Employers shall continue to employ officers or employees of DBC and the DBC Subsidiaries as of the Effective Timepermitted by this Merger Agreement, the FFC Employers shall employ such persons on the Effective Time as "at will" employees, and (iii) in the event the FFC Employers are not willing to employset forth on Schedule 7.5 hereto, or terminate (iv) otherwise agreed to by the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may be treated as a termination of employment of such employee) of any officers or employees of DBC or the DBC Subsidiaries as of the Effective Time, the FFC Employers shall pay severance benefits to such employee (other than employees who receive payments under an Employment Obligation) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, two week's salary plus one week's salary for each year of service with DBC or the DBC Subsidiaries, with a maximum of fifty-two week's salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of the Bank or its successorparties hereto. (b) On Until December 31, 1998, Parent shall provide, or shall cause the Surviving Corporation to provide, generally to the officers and after the Effective Time, (i) the FFC Employers shall continue to maintain the Drovers and Mechanics Bank Salary Deferral Plan and the Drovers and Mechanics Bank Pension Plan (the "DBC Retirement Plans") for all employees of DBC the Surviving Corporation and the DBC Subsidiaries who are participants its subsidiaries, employee benefits, including, without limitation, pension benefits, health and welfare benefits, severance arrangements, stock option plans and other executive compensation arrangements, on terms and conditions in the DBC Retirement aggregate that are comparable to those provided under the Company Benefit Plans as of the Effective Time and who become date hereof. In the event that employees of the FFC EmployersSurviving Corporation are permitted to participate in Parent Benefit Plans, provided howeverthese employees will be given credit for all years of service with the Company for the purposes of eligibility, FFC Employers vesting and vacation accruals, but not for any other purposes. (c) With regards to the Company's Supplemental Retirement Plan (Restated, 1997) (the "SERP"), the parties agree, over and above the provisions of paragraph (a) hereof, which, to the extent not inconsistent herewith, shall be obligated applicable to the SERP, as follows: (i) The execution of this Merger Agreement shall constitute an amendment by the Company to the SERP, effective as of one day prior to the date of this Merger Agreement, to provide that paragraph 2.07 shall not apply to any active employee participant until six months after the Effective Date (the "Post Closing Date"). The Company and Parent agree that during the period prior to the Post Closing Date they will negotiate with each active employee participant to structure alternative arrangements with a goal of maintaining for the participants a competitive retirement and benefits program. If alternative arrangements are not mutually agreed to by the Company, Parent and any individual participant by the Post Closing Date, the provision of paragraph 2.07 will become applicable on the Post Closing Date with respect to such participant. (ii) Parent will cause the Surviving Corporation to continue the Drovers Retirement Plans for SERP and to continue benefit accruals thereunder, with provisions no less favorable than those former DBC and DBC Subsidiaries' employee participants existing on the date of this Agreement, until the earlier of: close of business on December 31, 1998. (Ad) With regards to the date that special incentive program authorized by the Drovers Retirement Plans can no longer satisfy applicable qualified retirement plan discrimination testing under the Code (taking into consideration all methods available for satisfying discrimination testing applicable to qualified retirement plans under the Code), or (B) the last day Compensation and Benefits Committee of the plan year Company's Board of the Drovers Retirement Plans Directors in which it is determined that the minimum required cash contribution, as determined under the Code for the Drovers and Mechanics Bank pension plan and the matching contribution under the Drovers and Mechanics Bank Salary Deferral Plan (based on the formula as of the Effective Time), exceed 10% of the participant covered payroll; thereafter DBC and DBC Subsidiaries' employees shall participate under the retirement plans provided by the FFC Employers for FFC employees; and (ii) with respect to non-retirement plan employee benefits, the FFC Employers shall provide employee benefits for all employees of DBC and the DBC Subsidiaries who become employees of the FFC Employers which are substantially equivalent to or better than, in the aggregate, the non-retirement plan employee benefits provided by DBC and the DBC Subsidiaries relation to the employees immediately prior Company's F-14 claim against the U.S. Navy, Parent will cause the Surviving Corporation to preserve such program and make no changes or modifications which would make its benefits less favorable than the Effective Time. DBC and the DBC Subsidiaries' employees who became employed by the FFC Employers shall receive service credit for vesting and eligibility purposes under the employee benefit plans of FFC for their service with DBC and the DBC Subsidiaries up through the Effective Time, provided, however, with respect to vesting and eligibility service credit under the FFC retirement plans, vesting and eligibility credit shall only be required at the point in time it is determined that the DBC and DBC Subsidiaries' employees are to participate in the FFC retirement plansprogram currently provides.

Employment Arrangements. (a) From and after On the Effective TimeClosing Date, Blackbaud shall offer “at will” employment by Blackbaud or a Subsidiary of Blackbaud (i) FFCincluding, Xxxxxx Bank, Advisors or another subsidiary of FFC (the "FFC Employers") shall: (A) to satisfy each of the Employment Obligations (as defined in Section 3.17 herein), (B) use its best efforts to retain each present full-time employee of DBC and the DBC Subsidiaries at such employee's current position (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the FFC Employers at a salary commensurate with the position), (C) pay compensation to each person who was employed effective as of the Effective Time and who continues to be employed by Closing, the FFC Employers on and after the Effective Time, that is at least equal Company) to the aggregate compensation that such person was receiving from DBC or individuals set forth on Schedule 5.6(a)(i) who were Employees of the DBC Subsidiaries Company immediately prior to the Effective Time Closing (unless there is a material change including Key Employees, the “Continuing Employees”). Schedule 5.6(a)(ii) sets forth which Continuing Employees (the “Key Employees”) must execute employment agreements with Blackbaud, substantially in the duties and responsibilities of such employee), form attached hereto as Exhibit B (iithe “Blackbaud Employment Agreements”) in the event that the FFC Employers shall continue to employ officers or employees of DBC and the DBC Subsidiaries as of the Effective Time, the FFC Employers shall employ such persons on the Effective Time as "at will" employees, and (iii) in the event the FFC Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may be treated as a termination of employment of such employee) of any officers or employees of DBC or the DBC Subsidiaries as of the Effective Time, the FFC Employers shall pay severance benefits to such employee (other than employees who receive payments under an Employment Obligation) as follows: (A) in the event employment is terminated on or prior to the date which is one year after Closing and the Effective Date, two week's salary plus one week's salary for each year of service with DBC or the DBC Subsidiaries, with a maximum of fifty-two week's salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of the Bank salaries to be provided by Blackbaud or its successorSubsidiary to each such Key Employee under the Blackbaud Employment Agreements. (b) On and after At or prior to the Effective TimeClosing, (ithe Company shall terminate the employment of those Employees listed on Schedule 5.6(b)(i) the FFC Employers shall continue to maintain the Drovers and Mechanics Bank Salary Deferral Plan and the Drovers and Mechanics Bank Pension Plan (the "DBC Retirement Plans"“Non-Continuing Employees”), and such Schedule 5.6(b)(i) for all employees sets forth the maximum amounts to be paid to such Employees by the Company in connection with the termination of DBC their employment, and noting the DBC Subsidiaries who are participants in the DBC Retirement Plans contractually obligated amounts as of the Effective Time and who become employees Closing. If the Company pays more than the amount set forth on Schedule 5.6(b)(i) after the Closing without the prior written consent of the FFC Employers, provided however, FFC Employers shall be obligated to continue the Drovers Retirement Plans for those former DBC and DBC Subsidiaries' employee participants until the earlier of: (A) the date that the Drovers Retirement Plans can no longer satisfy applicable qualified retirement plan discrimination testing under the Code (taking into consideration all methods available for satisfying discrimination testing applicable to qualified retirement plans under the Code), or (B) the last day of the plan year of the Drovers Retirement Plans in which it is determined that the minimum required cash contribution, as determined under the Code for the Drovers and Mechanics Bank pension plan and the matching contribution under the Drovers and Mechanics Bank Salary Deferral Plan (based on the formula as of the Effective Time), exceed 10% of the participant covered payroll; thereafter DBC and DBC Subsidiaries' employees shall participate under the retirement plans provided by the FFC Employers for FFC employees; and (ii) with respect to non-retirement plan employee benefitsStockholder Representative, the FFC Employers payments in excess of such amounts shall provide employee benefits not be considered Company Transaction Expenses for all employees purposes of DBC and the DBC Subsidiaries who become employees of the FFC Employers which are substantially equivalent to or better thanthis Agreement, in the aggregate, the non-retirement plan employee benefits provided by DBC and the DBC Subsidiaries notwithstanding anything to the employees immediately contrary contained herein. Schedule 5.6(b)(ii) sets forth a list of which Non-Continuing Employees must execute at or prior to the Effective TimeClosing a Non-Continuing Employee Severance Agreement and Release substantially in the form attached hereto as Exhibit C or in such other form as is reasonably acceptable to Blackbaud (the “Non-Continuing Employee Severance Agreement and Releases”). DBC The Company shall use its commercially reasonable efforts to obtain from each Non-Continuing Employee upon their termination a Non-Continuing Employee Severance Agreement and the DBC Subsidiaries' employees Release. The Company shall not pay any severance to any Non-Continuing Employee who became employed is terminated and does not sign a Non-Continuing Employee Severance Agreement and Release (except as may otherwise be required by law or by the FFC Employers shall receive service credit for vesting express terms of agreements identified in the Schedule of Exceptions as containing severance arrangements). Blackbaud hereby acknowledges that at or prior to the Closing, the Company may transfer and eligibility purposes assign to each Non-Continuing Employee any life insurance policy held by the Company on the life of such Non-Continuing Employee, so long as the Non-Continuing Employee assumes in connection with such transfer and assignment all premiums payments and other obligations under the employee benefit plans policy. (c) At or prior to the Closing, the Company shall terminate the services of FFC for their its independent contractors, Xxxx Xxxxxxxxx and Xxxxx Xxxxxxxxxx, and Zanbar Capital Management, LLC (“Zanbar Capital Management”) (collectively, the “Terminated Consultants”). The Company shall obtain from Zanbar Capital Management and use its commercially reasonable efforts to obtain from each of the other Terminated Consultants a severance agreement and release dated the date of such Terminated Consultant’s termination of service with DBC the Company in form and the DBC Subsidiaries up through the Effective Time, provided, however, with respect substance reasonably satisfactory to vesting Blackbaud and eligibility service credit under the FFC retirement plans, vesting attached hereto as Exhibit D (“Consultant Severance Agreement and eligibility credit shall only be required at the point in time it is determined that the DBC and DBC Subsidiaries' employees are to participate in the FFC retirement plansRelease”).

Employment Arrangements. (a) From For a period of not less than 180 days following the Closing Date, Buyer shall cause the Surviving Corporation and after the Effective Time, (i) FFC, Xxxxxx Bank, Advisors or another subsidiary Subsidiaries to maintain such levels of FFC (employment maintained by the "FFC Employers") shall: (A) Company and its Subsidiaries on the Closing Date so as not to satisfy each give rise to an obligation on the part of the Employment Obligations Surviving Corporation or any Subsidiary to give any notice required to be given under the WARN Act and any similar state or local Law governing plant closing and mass layoffs. (as defined b) With respect to any Employee Benefit Plans in Section 3.17 herein), (B) use its best efforts to retain each present full-time employee which any employees of DBC the Company and the DBC Subsidiaries at such employee's current position (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the FFC Employers at a salary commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by the FFC Employers participate on and or after the Effective TimeClosing, that is at least equal for the period of time between the Closing Date and expiration of the current plan year for such Employee Benefit Plan, the Buyer shall use commercially reasonable efforts to cause the Surviving Corporation and the Subsidiaries to (i) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such employees, except to the aggregate compensation that extent such person was receiving from DBC pre-existing conditions, exclusions or waiting periods applied under the DBC Subsidiaries similar plan in effect immediately prior to the Effective Time (unless there is a material change in the duties and responsibilities of such employee)Closing, (ii) in the event that the FFC Employers shall continue to employ officers or employees of DBC and the DBC Subsidiaries as of the Effective Time, the FFC Employers shall employ such persons on the Effective Time as "at will" employees, and (iii) in the event the FFC Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may be treated as a termination of employment of such employee) of any officers or employees of DBC or the DBC Subsidiaries as of the Effective Time, the FFC Employers shall pay severance benefits to such employee (other than employees who receive payments under an Employment Obligation) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, two week's salary plus one week's salary for each year of service with DBC or the DBC Subsidiaries, with a maximum of fifty-two week's salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of the Bank or its successor. (b) On and after the Effective Time, (i) the FFC Employers shall continue to maintain the Drovers and Mechanics Bank Salary Deferral Plan and the Drovers and Mechanics Bank Pension Plan (the "DBC Retirement Plans") for all employees of DBC and the DBC Subsidiaries who are participants in the DBC Retirement Plans as of the Effective Time and who become employees of the FFC Employers, provided however, FFC Employers shall be obligated to continue the Drovers Retirement Plans for those former DBC and DBC Subsidiaries' employee participants until the earlier of: (A) the date that the Drovers Retirement Plans can no longer satisfy applicable qualified retirement plan discrimination testing under the Code (taking into consideration all methods available for satisfying discrimination testing applicable to qualified retirement plans under the Code), or (B) the last day of the plan year of the Drovers Retirement Plans in which it is determined that the minimum required cash contribution, as determined under the Code for the Drovers and Mechanics Bank pension plan and the matching contribution under the Drovers and Mechanics Bank Salary Deferral Plan (based on the formula as of the Effective Time), exceed 10% of the participant covered payroll; thereafter DBC and DBC Subsidiaries' employees shall participate under the retirement plans provided by the FFC Employers for FFC employees; and (ii) recognize all continuous service of the Company’s and each Subsidiary’s employees with respect the Company or any of the Subsidiaries, as applicable, for all purposes (including, without limitation, for purposes of eligibility to non-retirement plan employee participate, vesting credit and entitlement to benefits, but excluding benefit accrual under a defined benefit pension plan) under any Employee Benefit Plan in which such employees may be eligible to participate after the FFC Employers Closing; provided that the foregoing shall provide employee benefits for all employees not apply to the extent it would result in a duplication of DBC and benefits. (c) The Buyer shall use commercially reasonable efforts to cause the DBC Subsidiaries who become Surviving Corporation to enter into employment agreements with each of the employees of the FFC Employers which are substantially equivalent Company set forth on Schedule 9.01(n) attached hereto in forms mutually agreed upon by the Buyer and each such employee. (d) This Section 7.05 shall survive the Closing, is intended to or better than, in benefit the aggregate, Surviving Corporation and shall be binding on all successors and assigns of the non-retirement plan employee benefits provided by DBC Buyer and the DBC Subsidiaries Surviving Corporation, provided that no employee of the Company or any Subsidiary shall be deemed to the employees immediately prior to the Effective Time. DBC and the DBC Subsidiaries' employees who became employed by the FFC Employers shall receive service credit for vesting and eligibility purposes under the employee benefit plans be a third party beneficiary of FFC for their service with DBC and the DBC Subsidiaries up through the Effective Time, provided, however, with respect to vesting and eligibility service credit under the FFC retirement plans, vesting and eligibility credit shall only be required at the point in time it is determined that the DBC and DBC Subsidiaries' employees are to participate in the FFC retirement plansthis Section 7.05.

Employment Arrangements. (a) From and after the Effective TimeDate (subject to the provisions of subsection (c) below) and subject to the Employment Agreements contemplated by Section 5.12 herein, FFC shall cause the KHG Subsidiaries and/or Lebanon Valley/ Farmers (as such term is defined in Section 6.8 below): (i) FFC, Xxxxxx Bank, Advisors or another subsidiary of FFC (the "FFC Employers") shall: (A) to satisfy each of the Employment Obligations (as defined in Section 3.17 herein) and (ii) to satisfy the KHG Subsidiaries' obligations under the KHG Benefit Plans. (b) On and after the Effective Date and subject to the Employment Agreements contemplated by Section 5.12 herein, (subject to the provisions of subsection (c) below), (B) FFC shall cause the KHG Subsidiaries and/or Lebanon Valley/ Farmers to use its their best efforts to retain each present full-full- time employee of DBC and the DBC Subsidiaries LVNB at such employee's current position (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the FFC Employers or an FFC subsidiary bank at a salary commensurate with the position), (Cii) pay compensation to each person who was employed as of the Effective Time Date and who continues to be employed by the FFC Employers KHG on and after the Effective TimeDate, that is at least equal to the aggregate compensation that such person was receiving from DBC KHG or the DBC KHG Subsidiaries prior to the Effective Time Date (unless there is a material change in the duties and responsibilities of such employee) and (iii) provide employee benefits to each such person who is an employee, on and after the Effective Date, that are substantially equivalent in the aggregate to the employee benefits that such person was receiving as an employee from KHG or the KHG Subsidiaries prior to the Effective Date and that are no less favorable than employee benefits afforded to similarly situated employees of FFC and its Subsidiaries. For vesting and eligibility purposes for employee benefits, former LVNB employees shall receive credit for years of service with LVNB. With respect to any welfare benefit plans to which such employees may become eligible, FFC and its Subsidiaries shall cause such plans to provide credit for any co- payments or deductibles by such employees and waive all pre-existing condition exclusions and waiting periods. (c) Notwithstanding anything herein to the contrary (including, without limitation, the provisions of subsections (a) and (b) above), (i) FFC may, after the Effective Date, discontinue and terminate the KHG Stock Option Plans in accordance with Section 2.3, (ii) in the event that FFC causes the FFC Employers shall KHG Subsidiaries and/or Lebanon Valley/Farmers to continue to employ officers or employees of DBC KHG and the DBC KHG Subsidiaries as of the Effective TimeDate, the FFC Employers KHG Subsidiaries and/or Lebanon Valley/Farmers shall employ such persons on the Effective Time Date, as "at will" employeesemployees subject to the continued satisfactory performance of their respective duties, and (iii) in the event the FFC Employers are KHG Subsidiaries and/or Lebanon Valley/Farmers do not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may be treated as a termination of employment of such employeeduties) of any officers or employees of DBC KHG or any of the DBC KHG Subsidiaries as of the Effective TimeDate, FFC shall cause the FFC Employers shall KHG Subsidiaries and/or Lebanon Valley/Farmers to pay severance benefits to such employee (other than employees who receive payments under an Employment Obligation) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, two one week's salary plus an additional one week's salary for each year of service with DBC KHG or the DBC KHG Subsidiaries, with a maximum severance benefit of fifty-two week's salary; or 26 weeks' salary and (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of the Bank or its successorLebanon Valley/Farmers. (b) On and after the Effective Time, (i) the FFC Employers shall continue to maintain the Drovers and Mechanics Bank Salary Deferral Plan and the Drovers and Mechanics Bank Pension Plan (the "DBC Retirement Plans") for all employees of DBC and the DBC Subsidiaries who are participants in the DBC Retirement Plans as of the Effective Time and who become employees of the FFC Employers, provided however, FFC Employers shall be obligated to continue the Drovers Retirement Plans for those former DBC and DBC Subsidiaries' employee participants until the earlier of: (A) the date that the Drovers Retirement Plans can no longer satisfy applicable qualified retirement plan discrimination testing under the Code (taking into consideration all methods available for satisfying discrimination testing applicable to qualified retirement plans under the Code), or (B) the last day of the plan year of the Drovers Retirement Plans in which it is determined that the minimum required cash contribution, as determined under the Code for the Drovers and Mechanics Bank pension plan and the matching contribution under the Drovers and Mechanics Bank Salary Deferral Plan (based on the formula as of the Effective Time), exceed 10% of the participant covered payroll; thereafter DBC and DBC Subsidiaries' employees shall participate under the retirement plans provided by the FFC Employers for FFC employees; and (ii) with respect to non-retirement plan employee benefits, the FFC Employers shall provide employee benefits for all employees of DBC and the DBC Subsidiaries who become employees of the FFC Employers which are substantially equivalent to or better than, in the aggregate, the non-retirement plan employee benefits provided by DBC and the DBC Subsidiaries to the employees immediately prior to the Effective Time. DBC and the DBC Subsidiaries' employees who became employed by the FFC Employers shall receive service credit for vesting and eligibility purposes under the employee benefit plans of FFC for their service with DBC and the DBC Subsidiaries up through the Effective Time, provided, however, with respect to vesting and eligibility service credit under the FFC retirement plans, vesting and eligibility credit shall only be required at the point in time it is determined that the DBC and DBC Subsidiaries' employees are to participate in the FFC retirement plans.

Employment Arrangements. Following the Effective Time: (a) From and after the Effective Time, Parent agrees that all Continuing Employees shall either (i) FFC, Xxxxxx Bank, Advisors or another subsidiary of FFC be eligible to continue to participate in the Surviving Entity’s health and welfare benefit plans (the "FFC Employers") shall: (A) to satisfy each of the Employment Obligations (as defined in Section 3.17 herein), (B) use its best efforts to retain each present full-time employee of DBC and the DBC Subsidiaries at such employee's current position (or, if offered to, and accepted by, an employee, a position for which the employee is qualified with the FFC Employers at a salary commensurate with the position), (C) pay compensation to each person who was employed as of the Effective Time and who continues to be employed by the FFC Employers on and after the Effective Time, that is at least equal to the aggregate compensation that same extent such person was receiving from DBC or the DBC Subsidiaries prior Continuing Employees were eligible to the Effective Time (unless there is a material change in the duties and responsibilities of such employee), (ii) in the event that the FFC Employers shall continue to employ officers or employees of DBC and the DBC Subsidiaries as of the Effective Time, the FFC Employers shall employ such persons on the Effective Time as "at will" employees, and (iii) in the event the FFC Employers are not willing to employ, or terminate the employment (other than as a result of unsatisfactory performance of their respective duties and provided that a requirement to regularly perform duties at a location which is more than 25 miles from both an employee's principal place of employment with DBC and Drovers Bank and his residence as of the date of this Agreement may be treated as a termination of employment of such employee) of any officers or employees of DBC or the DBC Subsidiaries as of the Effective Time, the FFC Employers shall pay severance benefits to such employee (other than employees who receive payments under an Employment Obligation) as follows: (A) in the event employment is terminated on or prior to the date which is one year after the Effective Date, two week's salary plus one week's salary for each year of service with DBC or the DBC Subsidiaries, with a maximum of fifty-two week's salary; or (B) in the event employment is terminated thereafter, in accordance with the then existing severance policy of the Bank or its successor. (b) On and after the Effective Time, (i) the FFC Employers shall continue to maintain the Drovers and Mechanics Bank Salary Deferral Plan and the Drovers and Mechanics Bank Pension Plan (the "DBC Retirement Plans") for all employees of DBC and the DBC Subsidiaries who are participants in the DBC Retirement Plans as of the Effective Time and who become employees of the FFC Employers, provided however, FFC Employers shall be obligated to continue the Drovers Retirement Plans for those former DBC and DBC Subsidiaries' employee participants until the earlier of: (A) the date that the Drovers Retirement Plans can no longer satisfy applicable qualified retirement plan discrimination testing under the Code (taking into consideration all methods available for satisfying discrimination testing applicable to qualified retirement plans under the Code), or (B) the last day of the plan year of the Drovers Retirement Plans in which it is determined that the minimum required cash contribution, as determined under the Code for the Drovers and Mechanics Bank pension plan and the matching contribution under the Drovers and Mechanics Bank Salary Deferral Plan (based on the formula as of the Effective Time), exceed 10% of the participant covered payroll; thereafter DBC and DBC Subsidiaries' employees shall participate under the retirement Company’s health and welfare benefit plans provided by the FFC Employers for FFC employees; and (ii) with respect to non-retirement plan employee benefits, the FFC Employers shall provide employee benefits for all employees of DBC and the DBC Subsidiaries who become employees of the FFC Employers which are substantially equivalent to or better than, in the aggregate, the non-retirement plan employee benefits provided by DBC and the DBC Subsidiaries to the employees immediately prior to the Effective Time) or (ii) be eligible to participate in substantially similar plans or arrangements of Parent to the same extent as similarly situated employees of Parent and its subsidiaries, as applicable); provided, however, that (i) nothing in this Section 5.16 or elsewhere in this Agreement shall limit the right of Parent or the Surviving Entity to amend or terminate any such health or welfare benefit plan at any time and (ii) if Parent or the Surviving Entity terminates any such health or welfare benefit plan, then the Continuing Employees shall be eligible to participate in the Surviving Entity’s health and welfare benefit plans to the extent that coverage under such plans is replacing comparable coverage under a Company Employee Plan in which such Continuing Employee participated immediately before the Effective Time or to the extent as similarly situated employees of Parent and its subsidiaries, as applicable. DBC To the extent that service is relevant for eligibility to participate in, but not for purpose of benefit accrual under, any health or welfare benefit plan of Parent and/or the Surviving Entity, then Parent shall use its commercially reasonable efforts to (i) waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the DBC Subsidiaries' employees who became employed by Continuing Employees, to the FFC Employers shall receive service credit for vesting extent that such conditions, exclusions and eligibility purposes waiting periods would not apply under the a similar employee benefit plans of FFC for their service with DBC and the DBC Subsidiaries up through plan in which such employees participated prior to the Effective Time, providedand (ii) ensure that such health or welfare benefit plan shall, howeverfor purposes of eligibility, deductibles, co-payments and out-of-pocket maximums, credit Continuing Employees for service and amounts paid prior to the Effective Time with respect the Company to vesting the same extent that such service and eligibility service credit amounts paid was recognized prior to the Effective Time under the FFC retirement planscorresponding health or welfare benefit plan of the Company. Nothing in this Section 5.16 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, vesting the Surviving Corporation or any other Affiliate of the Surviving Entity and eligibility credit the employment of each Continuing Employee shall only be required “at will” employment. (b) The provisions of this Section 5.16 are solely for the point in time it benefit of the Parties to this Agreement, and no provision of this Section 5.16 is determined that intended to, or shall, constitute the DBC establishment or adoption of or an amendment to any employee benefit plan for purposes of ERISA or otherwise and DBC Subsidiaries' employees are no current or former employee or any other individual associated therewith shall be regarded for any purpose as a third party beneficiary of the Agreement or have the right to participate in enforce the FFC retirement plansprovisions hereof.