Common use of Employment Benefit Plans; ERISA Clause in Contracts

Employment Benefit Plans; ERISA. (a) VCB has provided to FNB an accurate list setting forth all bonus, incentive compensation, profit-sharing, pension, retirement, stock purchase, stock option, deferred compensation, severance, hospitalization, medical, dental, vision, group insurance, death benefit, disability and other fringe benefit plans, trust agreements, arrangements and commitments of VCB (including but not limited to any such plans, agreements, arrangements and commitments applicable to former employees or retired employees, or for which such persons are eligible) (collectively, “VCB Employee Plans”), if any, together with copies of all of the VCB Employee Plans that are documented and any and all contracts of employment, and has made available to FNB any Board of Directors’ minutes (or committee minutes) authorizing, approving or guaranteeing the VCB Employee Plans and contracts; and (b) All contributions, premiums or other payments due from VCB to (or under) the VCB Employee Plans through the end of the most recent fiscal quarter have been fully paid or adequately provided for on VCB’s audited financial statements for the year ended December 31, 2013, or unaudited financial statements as of the end of the most recent fiscal quarter. All accruals thereon (including, where appropriate, proportional accruals for partial periods) have been made in accordance with generally accepted accounting principles consistently applied on a reasonable basis; and (c) VCB has disclosed in writing to FNB the names of each director, officer and employee of VCB as of the date of this Agreement; and (d) The VCB Employee Plans have been administered where required in substantial compliance with ERISA, the IRC and the terms of the VCB Employee Plans, and there is no pending or threatened litigation relating to any of the VCB Employee Plans; and (e) Except as disclosed in the VCB Disclosure Schedule, VCB has not offered in the past health benefits for retired employees and has no intention to offer any additional health or other benefits for retired employees; and (f) Each VCB Employee Plan is in full force and effect, and neither VCB nor any other party thereto is in material default under any of them, and there have been no claims of default and there are no facts or conditions which if continued, or on notice, will result in a material default under the VCB Employee Plans; and (g) VCB has provided to FNB a list of all agreements or other understandings pursuant to which the consummation of the transactions contemplated hereby will (i) entitle any current or former employee or officer of VCB to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officer.

Employment Benefit Plans; ERISA. (a) VCB ACB has provided to FNB an accurate list setting forth all bonus, incentive compensation, profit-sharing, pension, retirement, stock purchase, stock option, deferred compensation, severance, hospitalization, medical, dental, vision, group insurance, death benefit, disability and other fringe benefit plans, trust agreements, arrangements and commitments of VCB ACB (including but not limited to any such plans, agreements, arrangements and commitments applicable to former employees or retired employees, or for which such persons are eligible) (collectively, “VCB ACB Employee Plans”), if any, together with copies of all of the VCB ACB Employee Plans that are documented and any and all contracts of employment, and has made available to FNB any Board of Directors’ minutes (or committee minutes) authorizing, approving or guaranteeing the VCB ACB Employee Plans and contracts; and; (b) All contributions, premiums or other payments due from VCB ACB to (or under) the VCB ACB Employee Plans through the end of the most recent fiscal quarter have been fully paid or adequately provided for on VCBACB’s audited financial statements for the year ended December 31, 20132014, or unaudited financial statements as of the end of the most recent fiscal quarter. All accruals thereon (including, where appropriate, proportional accruals for partial periods) have been made in accordance with generally accepted accounting principles consistently applied on a reasonable basis; and; (c) VCB ACB has disclosed in writing to FNB the names of each director, officer and employee of VCB ACB as of the date of this Agreement; and; (d) The VCB ACB Employee Plans have been administered where required in substantial compliance with the Employee Retirement Income Security Act of 1972, as amended (“ERISA”), the IRC and the terms of the VCB ACB Employee Plans, and there is no pending or threatened litigation relating to any of the VCB ACB Employee Plans; and; (e) Except as disclosed in the VCB ACB Disclosure Schedule, VCB ACB has not offered in the past health benefits for retired employees and has no intention to offer any additional health or other benefits for retired employees; and; (f) Each VCB ACB Employee Plan is in full force and effect, and neither VCB ACB nor any other party thereto is in material default under any of them, and there have been no claims of default and there are no facts or conditions which if continued, or on notice, will result in a material default under the VCB ACB Employee Plans; and; (g) VCB Other than routine claims for benefits, including those relating to qualified domestic relations orders, there are no (i) pending or (ii) threatened lawsuits, governmental investigations or other claims against or involving any ACB Employee Plan, or any fiduciary within the meaning of Section 3(21)(A) of ERISA or service provider of any ACB Employee Plan, nor is there any reasonable basis for any such lawsuit, investigation or claim; (h) ACB has provided to FNB a list of all agreements or other understandings pursuant to which the consummation of the transactions contemplated hereby will (i) entitle any current or former employee or officer of VCB ACB to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officer; (i) Each ACB Employee Plan or agreement or other understanding which constitutes in any part a nonqualified deferred compensation arrangement within the meaning of and subject to Section 409A of the IRC has at all times complied, both in form and operation, with the requirements of Section 409A(a)(2), (3) and (4) of the IRC and applicable regulations and other guidance thereunder; (j) None of the ACB Employee Plans or agreements or other understandings provide any benefits that would result in excess parachute payments (within the meaning of Section 280G) of the Code, either (i) solely as a result of the consummation of the transactions contemplated hereby; or (ii) as a result of the consummation of the transactions contemplated hereby; (k) To the knowledge of ACB, neither ACB nor any of its affiliates has made any payments, is obligated to make any payments, or is party to any agreement or other understanding that could under any circumstances obligate it to make any payments that would not be deductible under Section 162(m) of the Code; and (l) ACB has not undertaken to maintain any ACB Employee Plan for any period of time, and each ACB Employee Plan is terminable at the sole discretion of the sponsor thereof, subject only to such constraints as may be imposed by applicable Laws, including Section 409A of the IRC, or as may be imposed by the written terms of the plan document of the ACB Employee Plan.

Employment Benefit Plans; ERISA. (ai) VCB YCB has provided to FNB NVBancorp an accurate list setting forth all bonus, incentive compensation, profit-sharing, pension, retirement, stock purchase, stock option, deferred compensation, severance, hospitalization, medical, dental, vision, group insurance, death benefit, disability and other fringe benefit plans, trust agreements, arrangements and commitments of VCB YCB (including but not limited to any such plans, agreements, arrangements and commitments applicable to former employees or retired employees, or for which such persons are eligible) (collectively, “VCB "Employee Plans”"), if any, together with copies of all of the VCB such Employee Plans that are documented and any and all contracts of employment, and has made available to FNB NVBancorp any Board of Directors’ ' minutes (or committee minutes) authorizing, approving or guaranteeing the VCB such Employee Plans and contracts; and (bii) All contributions, premiums or other payments due from VCB YCB to (or under) the VCB any Employee Plans through the end of the most recent fiscal quarter have been fully paid or adequately provided for on VCB’s YCB's audited financial statements for the year ended December 31, 20132003, or unaudited financial statements as of for the end of the most recent fiscal quarterthree (3) months ended March 31, 2004. All accruals thereon (including, where appropriate, proportional accruals for partial periods) have been made in accordance with generally accepted accounting principles consistently applied on a reasonable basis; and (ciii) VCB YCB has disclosed in writing to FNB NVBancorp the names of each director, officer and employee of VCB as of the date of this AgreementYCB; and (div) The VCB Employee Plans have been administered where required in substantial compliance with ERISA, the IRC and the terms of the VCB such Employee Plans, and there is no pending or threatened litigation relating to any of the VCB such Employee PlansPlan; and (ev) Except as disclosed in the VCB Disclosure Schedule, VCB YCB has not offered in the past health benefits for retired employees and has no intention to offer any additional health or other benefits for retired employees; and (fvi) Each VCB Employee Plan is in full force and effect, and neither VCB YCB nor any other party thereto is in material default under any of them, and there have been no claims of default and there are no facts or conditions which if continued, or on notice, will result in a material default under the VCB any Employee Plans; and (gvii) VCB YCB has provided to FNB NVBancorp a list of all agreements or other understandings pursuant to which the consummation of the transactions contemplated hereby will (ia) entitle any current or former employee or officer of VCB YCB to severance pay, unemployment compensation or any other payment, or (iib) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officer.

Employment Benefit Plans; ERISA. (ai) VCB NVBancorp has provided to FNB YCB an accurate list setting forth all bonus, incentive compensation, profit-sharing, pension, retirement, stock purchase, stock option, deferred compensation, severance, hospitalization, medical, dental, vision, group insurance, death benefit, disability and other fringe benefit plans, trust agreements, arrangements and commitments of VCB NVBancorp (including but not limited to any such plans, agreements, arrangements and commitments applicable to former employees or retired employees, or for which such persons are eligible) (collectively, “VCB "Employee Plans”"), if any, together with copies of all of the VCB such Employee Plans that are documented and any and all contracts of employment, and has made available to FNB YCB any Board of Directors’ ' minutes (or committee minutes) authorizing, approving or guaranteeing the VCB such Employee Plans and contracts; and (bii) All contributions, premiums or other payments due from VCB NVBancorp to (or under) the VCB any Employee Plans through the end of the most recent fiscal quarter have been fully paid or adequately provided for on VCB’s NVBancorp's audited financial statements for the year ended December 31, 20132003, or unaudited financial statements as of for the end of the most recent fiscal quarterthree (3) months ended March 31, 2004. All accruals thereon (including, where appropriate, proportional accruals for partial periods) have been made in accordance with generally accepted accounting principles consistently applied on a reasonable basis; and (ciii) VCB NVBancorp has disclosed in writing to FNB YCB the names of each director, officer and employee of VCB as of the date of this AgreementNVBancorp and NVB; and (div) The VCB Employee Plans have been administered where required in substantial compliance with ERISA, the IRC and the terms of the VCB such Employee Plans, and there is no pending or threatened litigation relating to any of the VCB such Employee PlansPlan; and (ev) Except as disclosed in the VCB NVBancorp Disclosure Schedule, VCB has NVBancorp and NVB have not offered in the past health benefits for retired employees and has have no intention to offer any additional health or other benefits for retired employees; and (fvi) Each VCB Employee Plan is in full force and effect, and neither VCB NVBancorp, NVB, nor any other party thereto is in material default under any of them, and there have been no claims of default and there are no facts or conditions which if continued, or on notice, will result in a material default under the VCB any Employee Plans; and (gvii) VCB NVBancorp has provided to FNB YCB a list of all agreements or other understandings pursuant to which the consummation of the transactions contemplated hereby will (ia) entitle any current or former employee or officer of VCB NVBancorp or NVB to severance pay, unemployment compensation or any other payment, or (iib) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officer.

Employment Benefit Plans; ERISA. (ai) VCB NVBancorp has provided to FNB SRNB an accurate list setting forth all bonus, incentive compensation, profit-sharing, pension, retirement, stock purchase, stock option, deferred compensation, severance, hospitalization, medical, dental, vision, group insurance, death benefit, disability and other fringe benefit plans, trust agreements, arrangements and commitments of VCB NVBancorp (including but not limited to any such plans, agreements, arrangements and commitments applicable to former employees or retired employees, or for which such persons are eligible) (collectively, “VCB "Employee Plans”"), if any, together with copies of all of the VCB such Employee Plans that are documented and any and all contracts of employment, and has made available to FNB SRNB any Board of Directors’ ' minutes (or committee minutes) authorizing, approving or guaranteeing the VCB such Employee Plans and contracts; and (bii) All contributions, premiums or other payments due from VCB NVBancorp to (or under) the VCB any Employee Plans through the end of the most recent fiscal quarter have been fully paid or adequately provided for on VCB’s NVBancorp's audited financial statements for the year ended December 31, 2013, 1998 or unaudited financial statements as of for the end of the most recent fiscal quartersix months ended June 30, 1999. All accruals thereon (including, where appropriate, proportional accruals for partial periods) have been made in accordance with generally accepted accounting principles consistently applied on a reasonable basis; and (ciii) VCB NVBancorp has disclosed in writing to FNB SRNB the names of each director, officer and employee of VCB as of the date of this AgreementNVBancorp and NVB; and (div) The VCB Employee Plans have been administered where required in substantial compliance with ERISA, the IRC and the terms of the VCB such Employee Plans, and there is no pending or threatened litigation relating to any of the VCB such Employee PlansPlan; and (ev) Except as disclosed in the VCB NVBancorp Disclosure Schedule, VCB has NVBancorp and NVB have not offered in the past health benefits for retired employees and has have no intention to offer any additional health or other benefits for retired employees; and (fvi) Each VCB Employee Plan is in full force and effect, and neither VCB NVBancorp, NVB, nor any other party thereto is in material default under any of them, and there have been no claims of default and there are no facts or conditions which if continued, or on notice, will result in a material default under the VCB any Employee Plans; and (gvii) VCB NVBancorp has provided to FNB SRNB a list of all agreements or other understandings pursuant to which the consummation of the transactions contemplated hereby will (ia) entitle any current or former employee or officer of VCB NVBancorp or NVB to severance pay, unemployment compensation or any other payment, or (iib) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officer.

Employment Benefit Plans; ERISA. (a) VCB FNB has provided to FNB ACB an accurate list setting forth all bonus, incentive compensation, profit-sharing, pension, retirement, stock purchase, stock option, deferred compensation, severance, hospitalization, medical, dental, vision, group insurance, death benefit, disability and other fringe benefit plans, trust agreements, arrangements and commitments of VCB FNB (including but not limited to any such plans, agreements, arrangements and commitments applicable to former employees or retired employees, or for which such persons are eligible) (collectively, “VCB FNB Employee Plans”), if any, together with copies of all of the VCB FNB Employee Plans that are documented and any and all contracts of employment, and has made available to FNB ACB any Board of Directors’ minutes (or committee minutes) authorizing, approving or guaranteeing the VCB FNB Employee Plans and contracts; and; (b) All contributions, premiums or other payments due from VCB FNB to (or under) the VCB FNB Employee Plans through the end of the most recent fiscal quarter have been fully paid or adequately provided for on VCBFNB’s audited financial statements for the year ended December 31, 20132014, or FNB’s unaudited financial statements as of the end of the most recent fiscal quarter. All accruals thereon (including, where appropriate, proportional accruals for partial periods) have been made in accordance with generally accepted accounting principles consistently applied on a reasonable basis; and; (c) VCB has disclosed in writing to The FNB the names of each director, officer and employee of VCB as of the date of this Agreement; and (d) The VCB Employee Plans have been administered where required in substantial compliance with ERISA, the IRC Internal Revenue Code of 1986, as amended (“IRC”) and the terms of the VCB FNB Employee Plans, and there is no pending or threatened litigation relating to any of the VCB FNB Employee Plans; andPlan; (ed) Except as disclosed in the VCB Disclosure Schedule, VCB has FNB and FNBNC have not offered in the past health benefits for retired employees and has have no intention to offer any additional health or other benefits for retired employees; and (fe) Each VCB FNB Employee Plan is in full force and effect, and neither VCB nor none of FNB, FNBNC or any other party thereto is in material default under any of them, and there have been no claims of default and there are no facts or conditions which if continued, or on notice, will result in a material default under any of the VCB FNB Employee Plans; and (g) VCB has provided to FNB a list of all agreements or other understandings pursuant to which the consummation of the transactions contemplated hereby will (i) entitle any current or former employee or officer of VCB to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officer.

Employment Benefit Plans; ERISA. (ai) VCB SRNB has provided to FNB NVBancorp an accurate list setting forth all bonus, incentive compensation, profit-sharing, pension, retirement, stock purchase, stock option, deferred compensation, severance, hospitalization, medical, dental, vision, group insurance, death benefit, disability and other fringe benefit plans, trust agreements, arrangements and commitments of VCB SRNB (including but not limited to any such plans, agreements, arrangements and commitments applicable to former employees or retired employees, or for which such persons are eligible) (collectively, “VCB "Employee Plans”"), if any, together with copies of all of the VCB such Employee Plans that are documented and any and all contracts of employment, and has made available to FNB NVBancorp any Board of Directors’ ' minutes (or committee minutes) authorizing, approving or guaranteeing the VCB such Employee Plans and contracts; and (bii) All contributions, premiums or other payments due from VCB SRNB to (or under) the VCB any Employee Plans through the end of the most recent fiscal quarter have been fully paid or adequately provided for on VCB’s SRNB's audited financial statements for the year ended December 31, 2013, 1998 or unaudited financial statements as of for the end of the most recent fiscal quartersix (6) months ended June 30, 1999. All accruals thereon (including, where appropriate, proportional accruals for partial periods) have been made in accordance with generally accepted accounting principles consistently applied on a reasonable basis; and (ciii) VCB SRNB has disclosed in writing to FNB NVBancorp the names of each director, officer and employee of VCB as of the date of this AgreementSRNB; and (div) The VCB Employee Plans have been administered where required in substantial compliance with ERISA, the IRC and the terms of the VCB such Employee Plans, and there is no pending or threatened litigation relating to any of the VCB such Employee PlansPlan; and (ev) Except as disclosed in the VCB Disclosure Schedule, VCB SRNB has not offered in the past health benefits for retired employees and has no intention to offer any additional health or other benefits for retired employees; and (fvi) Each VCB Employee Plan is in full force and effect, and neither VCB SRNB nor any other party thereto is in material default under any of them, and there have been no claims of default and there are no facts or conditions which if continued, or on notice, will result in a material default under the VCB any Employee Plans; and (gvii) VCB SRNB has provided to FNB NVBancorp a list of all agreements or other understandings pursuant to which the consummation of the transactions contemplated hereby will (ia) entitle any current or former employee or officer of VCB SRNB to severance pay, unemployment compensation or any other payment, or (iib) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officer.

Employment Benefit Plans; ERISA. (a) VCB FNB has provided to FNB VCB an accurate list setting forth all bonus, incentive compensation, profit-sharing, pension, retirement, stock purchase, stock option, deferred compensation, severance, hospitalization, medical, dental, vision, group insurance, death benefit, disability and other fringe benefit plans, trust agreements, arrangements and commitments of VCB FNB (including but not limited to any such plans, agreements, arrangements and commitments applicable to former employees or retired employees, or for which such persons are eligible) (collectively, “VCB FNB Employee Plans”), if any, together with copies of all of the VCB FNB Employee Plans that are documented and any and all contracts of employment, and has made available to FNB VCB any Board of Directors’ minutes (or committee minutes) authorizing, approving or guaranteeing the VCB FNB Employee Plans and contracts; and (b) All contributions, premiums or other payments due from VCB FNB to (or under) the VCB FNB Employee Plans through the end of the most recent fiscal quarter have been fully paid or adequately provided for on VCBFNB’s audited financial statements for the year ended December 31, 2013, or FNB’s unaudited financial statements as of the end of the most recent fiscal quarter. All accruals thereon (including, where appropriate, proportional accruals for partial periods) have been made in accordance with generally accepted accounting principles consistently applied on a reasonable basis; and (c) VCB has disclosed in writing to The FNB the names of each director, officer and employee of VCB as of the date of this Agreement; and (d) The VCB Employee Plans have been administered where required in substantial compliance with ERISA, the IRC and the terms of the VCB FNB Employee Plans, and there is no pending or threatened litigation relating to any of the VCB FNB Employee PlansPlan; and (ed) Except as disclosed in the VCB FNB Disclosure Schedule, VCB has FNB and FNBNC have not offered in the past health benefits for retired employees and has have no intention to offer any additional health or other benefits for retired employees; and (fe) Each VCB FNB Employee Plan is in full force and effect, and neither VCB nor none of FNB, FNBNC or any other party thereto is in material default under any of them, and there have been no claims of default and there are no facts or conditions which if continued, or on notice, will result in a material default under any of the VCB FNB Employee Plans; and (g) VCB has provided to FNB a list of all agreements or other understandings pursuant to which the consummation of the transactions contemplated hereby will (i) entitle any current or former employee or officer of VCB to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting or increase the amount of compensation due any such employee or officer.