Common use of Employment Matters; Employee Benefits Clause in Contracts

Employment Matters; Employee Benefits. (a) It is understood and agreed that nothing in this Section 6.10 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give Limestone’s or any of its Subsidiaries’ employees any rights other than as employees at will under applicable law, and Limestone’s and its Subsidiaries’ employees shall not be deemed to be third-party beneficiaries of this Agreement. Employees of Limestone or any of its Subsidiaries who become employees of Peoples as a result of the Merger shall participate in either Limestone’s Compensation and Benefit Plans (for so long as Peoples determines necessary or appropriate) or in the employee benefit plans sponsored by Peoples for Peoples’ employees (with credit for their years of service with Limestone or its Subsidiaries for participation and vesting purposes under Peoples’ applicable plans, including credit for years of service and for seniority under vacation and sick pay plans and programs, but subject to the eligibility and other terms of such plans. In addition, to the extent Limestone’s employees participate in Peoples’ group health plan (instead of continued participation in Limestone’s group health plan), Peoples agrees (i) to waive all restrictions and limitations for pre-existing conditions under Peoples’ group health plan and applicable insurance policy and (ii) any eligible expenses incurred by such Limestone employees and his or her covered dependents shall be taken into account under Peoples’ group health plan to the extent such eligible expenses were incurred during the plan year of Peoples’ group health plan in which the Closing Date occurs for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable. (b) Subject to any applicable regulatory restrictions, Peoples shall pay to each employee of Limestone or its Subsidiaries who (i) is not subject to an existing contract providing for severance and/or a change in control payment, (ii) is an employee of Limestone or any of its Subsidiaries immediately before the Effective Time, (iii) has been an employee of Limestone or any of its Subsidiaries for at least six months prior to the Effective Time, (iv) is not offered continued employment by Peoples or any of its Subsidiaries after the Effective Time, and (v) who signs and delivers Peoples’ standard form of termination and release agreement, a severance amount equal to two weeks of pay, at their base rate of pay in effect at the time of termination, multiplied by the number of whole years of service of such employee with Limestone or any of its Subsidiaries, less applicable local, state and federal tax withholding; provided, however, that the minimum severance payment shall equal four weeks of base pay, and the maximum severance payment shall not exceed 26 weeks of base pay. Such severance pay shall be paid in a lump sum within 14 days following the employee’s termination, provided that such employee has not been terminated for cause. For any employee of Limestone or its Subsidiaries participating in Limestone’s group health program at the Effective Time who is entitled to a severance payment, the employee will be able to purchase health insurance coverage at the full premium rate for the entire COBRA period. (c) Prior to the Effective Date, but after the receipt of the last to be obtained of either the Requisite Limestone Vote, the Requisite Peoples Vote and the regulatory approvals required by Section 7.01(b) of this Agreement, the Limestone Board shall adopt a resolution approving the termination of its and/or the applicable Subsidiaries’ 401(k) Plan(s) (the “Limestone 401(k) Plan”) effective as of a date immediately preceding the Effective Date. In addition, the Limestone Board shall approve the adoption of any amendments to the Limestone 401(k) Plan sufficient to terminate the Limestone 401(k) Plan immediately preceding the Effective Date. Following the Effective Date, Xxxxxxx, as the successor in interest to Limestone, shall begin the process of requesting from the IRS a determination that the termination of the Limestone 401(k) Plan is in compliance with Section 401(a) of the Code (the “Determination Letter”) and distributing benefits under the Limestone 401(k) Plan to plan participants. Xxxxxxx agrees to take all commercially reasonable steps necessary or appropriate to accept roll-overs of benefits from the Limestone 401(k) Plan to the Peoples 401(k) plan for employees of Limestone and its Subsidiaries who continue as employees of Peoples and its Subsidiaries after the Effective Time, subject to the provisions of the Peoples 401(k) Plan. (d) For current 2023 fiscal year, each employee of Limestone and its Subsidiaries that continues with Peoples, or any of its Subsidiaries, will at the Effective Time be entitled to the greater of (A) the accrued and unused paid-time-off (i.e. the amounts accumulated from vacation, occasional non-work illness, appointments, personal emergencies, etc.) such employee has as of the Effective Time, or (B) the accrued and unused paid-time-off such employee would have for the same period had such employee been under Peoples’ policies and procedures. (e) Prior to the Effective Time, Limestone may make certain retention or stay bonus payments to certain employees of Limestone and its Affiliates pursuant to retention or stay bonus agreement, the form of which shall be acceptable to Peoples; provided, however, that (i) total aggregate amount of payments made pursuant to this Section shall not exceed $700,000 and (ii) Peoples has reviewed and approved the applicable allocation of amounts and list of recipients of such amounts. (f) On and after the date hereof, any broad-based employee notices or communication materials (including any website posting) to be provided or communicated by Limestone with respect to employment, compensation or benefits matters addressed in this Agreement or related, directly or indirectly, to the transactions contemplated by this Agreement shall be subject to the prior prompt review and comment of Peoples, and Limestone shall consider in good faith revising such notice or communication to reflect any comments or advice that Peoples timely provides. (g) Nothing in this Agreement shall confer upon any employee, director or consultant of Limestone or any of the Limestone Subsidiaries or affiliates any right to continue in the employ or service of Peoples, or any Peoples Subsidiary or affiliate thereof, or shall interfere with or restrict in any way the rights of Limestone, Peoples or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, director or consultant of Limestone or any of the Limestone Subsidiaries or Affiliates at any time for any reason whatsoever, with or without cause (subject to the provisions of Article IV of this Agreement). Without limiting the generality of Section 9.11, subject to Section 6.18, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, including, without limitation, any current or former employee, director or consultant of Limestone or any of the Limestone Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Employment Matters; Employee Benefits. (a) It is understood and agreed that nothing The schedule provided to the Partnership by EA&E on July 14, 2016 contains a list of all persons who are employees, independent contractors or consultants providing services in this Section 6.10 or elsewhere in this Agreement shall be deemed to be a contract connection with the Terminal Assets as of employment or be construed to give Limestone’s or any of its Subsidiaries’ employees any rights other than as employees at will under applicable lawthe date hereof (“Terminal Employees”), and Limestone’s and its Subsidiaries’ employees shall not be deemed to be third-party beneficiaries of this Agreement. Employees of Limestone or any of its Subsidiaries who become employees of Peoples as a result of sets forth for each such individual the Merger shall participate in either Limestone’s Compensation and Benefit Plans (for so long as Peoples determines necessary or appropriate) or in the employee benefit plans sponsored by Peoples for Peoples’ employees (with credit for their years of service with Limestone or its Subsidiaries for participation and vesting purposes under Peoples’ applicable plans, including credit for years of service and for seniority under vacation and sick pay plans and programs, but subject to the eligibility and other terms of such plans. In addition, to the extent Limestone’s employees participate in Peoples’ group health plan (instead of continued participation in Limestone’s group health plan), Peoples agrees following: (i) to waive all restrictions and limitations for pre-existing conditions under Peoples’ group health plan and applicable insurance policy and name; (ii) any eligible expenses incurred by title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such Limestone employees individual as of the date hereof. All compensation, including wages, commissions and his bonuses payable to such Terminal Employees for services performed on or her covered dependents shall be taken into account under Peoples’ group health plan prior to the extent date hereof have been paid in full and, except as set forth on such eligible expenses were incurred during schedule there are no outstanding agreements, understandings or commitments of the plan year Contributors or Holdings with respect to any compensation, commissions or bonuses of Peoples’ group health plan such persons. All Terminal Employees characterized and treated by the Contributors or Holdings, as applicable, as consultants or independent contractors are properly treated as independent contractors under all applicable Laws. All Terminal Employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour Laws are properly classified in which the Closing Date occurs for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicablematerial respects. (b) Subject There are no labor unions presently representing or, to the Knowledge of EA&E, engaged in any organizing activity with respect to any applicable regulatory restrictionsTerminal Employee. Except as would not reasonably be expected to have a Contributor Material Adverse Effect, Peoples shall pay there has not within the last three years been, there is not presently pending or existing, and, to each employee the Knowledge of Limestone or its Subsidiaries who EA&E, there is not threatened in writing, any (i) is not subject to an existing contract providing for severance and/or a change in control paymentstrike, slowdown, picketing, or work stoppage by Terminal Employees, (ii) is any material charge or complaint filed by an employee of Limestone employee, union or other labor organization with any of its Subsidiaries immediately before the Effective Timelabor relations board, (iii) has been an employee application for certification of Limestone a collective bargaining agent for one or any more groups of its Subsidiaries for at least six months prior to the Effective Time, Terminal Employees; (iv) is not offered continued Actions by any Governmental Authority with respect to the employment by Peoples practices of the Contributors and their affiliates with respect to the Terminal Employees for which any Contributor or the subsidiaries of any of its Subsidiaries after the Effective Time, and Contributor could have any liability; or (v) who signs Actions by current or former Terminal Employees for matters arising out of their employment, termination or resignation therefrom for which any Contributor or the subsidiaries of any Contributor could have any liability. Except as would not reasonably be expected to have a Contributor Material Adverse Effect, the Contributors and delivers Peoples’ standard form of termination and release agreementtheir affiliates are in compliance with all applicable Laws with respect to employment, a severance amount equal to two weeks of payemployment practices, at their base rate of pay in effect at the time of termination, multiplied by the number of whole years of service of such employee with Limestone or any of its Subsidiaries, less applicable local, state and federal tax withholding; provided, however, that the minimum severance payment shall equal four weeks of base paylabor, and the maximum terms and conditions of employment, including workplace discrimination and harassment, occupational safety and health, workers’ compensation, immigration, employee leave issues, equal opportunity, plant closures and layoffs, severance payment shall and wages and hours, and are not exceed 26 weeks of base pay. Such severance pay shall be paid engaged in a lump sum within 14 days following any unfair labor practice, in each case, with respect to the employee’s termination, provided that such employee has not been terminated for cause. For any employee of Limestone or its Subsidiaries participating in Limestone’s group health program at the Effective Time who is entitled to a severance payment, the employee will be able to purchase health insurance coverage at the full premium rate for the entire COBRA periodTerminal Employees. (c) Prior None of the following events has occurred or exists: (i) except as would not reasonably be expected to have a Contributor Material Adverse Effect, a failure to fulfill the obligations, if any, under the minimum funding standards of Section 302 of ERISA with respect to a Contributor Plan determined without regard to any waiver of such obligations or extension of any amortization period; (ii) an audit or, to the Effective DateKnowledge of EA&E, but after an investigation by the receipt Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal, state or foreign governmental or regulatory agency with respect to the employment or compensation of any Terminal Employee that would reasonably be expected, individually or in the aggregate, to result in a Contributor Material Adverse Effect; or (iii) any breach of any contractual obligation, or any violation of Law or applicable qualification standards, with respect to the employment or compensation of any Terminal Employee that would reasonably be expected, individually or in the aggregate, to result in a Contributor Material Adverse Effect. None of the last following events has occurred: (i) a material increase in the aggregate amount of contributions required to be obtained made to all Contributor Plans in the current fiscal year of either the Requisite Limestone Vote, Contributors and their affiliates compared to the Requisite Peoples Vote and amount of such contributions made in the regulatory approvals required by Section 7.01(bContributors’ most recently completed fiscal year; (ii) of this Agreement, the Limestone Board shall adopt a resolution approving the termination of its and/or the applicable Subsidiaries’ 401(k) Plan(s) (material increase in the “Limestone 401(k) Plan”) effective as accumulated post-retirement benefit obligations” (within the meaning of a date immediately preceding the Effective Date. In addition, the Limestone Board shall approve the adoption Statement of any amendments to the Limestone 401(k) Plan sufficient to terminate the Limestone 401(k) Plan immediately preceding the Effective Date. Following the Effective Date, Xxxxxxx, as the successor in interest to Limestone, shall begin the process of requesting from the IRS a determination that the termination of the Limestone 401(k) Plan is in compliance with Section 401(aFinancial Accounting Standards 106) of the Code (Contributors, Holdings or their respective affiliates in respect of the “Determination Letter”) and distributing benefits under the Limestone 401(k) Plan to plan participants. Xxxxxxx agrees to take all commercially reasonable steps necessary or appropriate to accept roll-overs of benefits from the Limestone 401(k) Plan Terminal Employees compared to the Peoples 401(kamount of such obligations in the Contributors’ most recently completed fiscal year; (iii) plan for any event or condition giving rise to a liability under Title IV of ERISA in respect of the Terminal Employees that might reasonably be expected, individually or in the aggregate, to result in a Contributor Material Adverse Effect; or (iv) the filing of a claim by one or more Terminal Employees or former employees of Limestone and the Contributors, Holdings or their affiliates related to its Subsidiaries who continue as employees of Peoples and its Subsidiaries after the Effective Time, subject to the provisions of the Peoples 401(k) Plan. (d) For current 2023 fiscal year, each employee of Limestone and its Subsidiaries that continues with Peoples, or any of its Subsidiaries, will at the Effective Time be entitled to the greater of (A) the accrued and unused paid-time-off (i.e. the amounts accumulated from vacation, occasional non-work illness, appointments, personal emergencies, etc.) such employee has as of the Effective Time, or (B) the accrued and unused paid-time-off such employee would have for the same period had such employee been under Peoples’ policies and procedures. (e) Prior to the Effective Time, Limestone may make certain retention or stay bonus payments to certain employees of Limestone and its Affiliates pursuant to retention or stay bonus agreement, the form of which shall be acceptable to Peoples; provided, however, that (i) total aggregate amount of payments made pursuant to this Section shall not exceed $700,000 and (ii) Peoples has reviewed and approved the applicable allocation of amounts and list of recipients of such amounts. (f) On and after the date hereof, any broad-based employee notices or communication materials (including any website posting) to be provided or communicated by Limestone their employment with respect to employmentthe Terminal Assets that might reasonably be expected, compensation individually or benefits matters addressed in this Agreement or related, directly or indirectlythe aggregate, to the transactions contemplated by this Agreement shall be subject to the prior prompt review and comment of Peoples, and Limestone shall consider result in good faith revising such notice or communication to reflect any comments or advice that Peoples timely providesa Contributor Material Adverse Effect. (g) Nothing in this Agreement shall confer upon any employee, director or consultant of Limestone or any of the Limestone Subsidiaries or affiliates any right to continue in the employ or service of Peoples, or any Peoples Subsidiary or affiliate thereof, or shall interfere with or restrict in any way the rights of Limestone, Peoples or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, director or consultant of Limestone or any of the Limestone Subsidiaries or Affiliates at any time for any reason whatsoever, with or without cause (subject to the provisions of Article IV of this Agreement). Without limiting the generality of Section 9.11, subject to Section 6.18, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, including, without limitation, any current or former employee, director or consultant of Limestone or any of the Limestone Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Employment Matters; Employee Benefits. (a) It is understood and agreed that nothing in this Section 6.10 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give LimestoneComunibanc’s or any of its Subsidiaries’ employees any rights other than as employees at will under applicable law, and LimestoneComunibanc’s and its Subsidiaries’ employees shall not be deemed to be third-party beneficiaries of this Agreement. Employees of Limestone Comunibanc or any of its Subsidiaries who become employees of Peoples Civista as a result of the Merger shall participate in either Limestone’s Compensation and Benefit Plans (for so long as Peoples determines necessary or appropriate) or in the employee benefit plans sponsored by Peoples Civista for Peoples’ Civista’s employees immediately after the Effective Time (with credit for their years of service with Limestone Comunibanc or its Subsidiaries for participation and vesting purposes under Peoples’ Civista’s applicable plans, to the extent such plans permit), including credit for years of service and for seniority under vacation and sick pay plans and programs, but subject to the eligibility and other terms of such plans. In addition, Civista agrees to the extent Limestone’s employees participate in Peoples’ group health plan (instead of continued participation in Limestone’s group health plan), Peoples agrees use commercially reasonable efforts to (i) to waive all restrictions and limitations for pre-existing conditions under Peoples’ Civista’s group health plan and applicable insurance policy and (ii) give effect, in determining any eligible expenses incurred by such Limestone employees and his or her covered dependents shall be taken into account under Peoples’ group health plan to the extent such eligible expenses were incurred during the plan year of Peoples’ group health plan in which the Closing Date occurs for purposes of satisfying all deductible, coinsurance co-insurance and maximum out-of-pocket requirements applicablelimitations, to amounts paid by such continuing employees (and their covered dependents) under the group health plan maintained by Comunibanc or one of its Subsidiaries during the portion of the 2022 plan year prior to the Effective Time. (b) Subject to any applicable regulatory restrictions, Peoples Civista shall pay to each employee of Limestone Comunibanc or its Subsidiaries who (i) is not subject to an existing contract providing for severance and/or a change in control payment, (ii) is an employee of Limestone Comunibanc or any of its Subsidiaries immediately before the Effective Time, (iii) has been an employee of Limestone or any of its Subsidiaries for at least six months prior to the Effective Time, (iv) is not offered continued employment by Peoples Civista or any of its Subsidiaries after the Effective Time or is terminated by Civista without cause within three (3) months after the Effective Time, and (viv) who signs sign and delivers Peoples’ deliver Civista’s standard form of termination and release agreement, a severance amount equal to two weeks of pay, at their base rate of pay in effect at the time of termination, multiplied by the number of whole years of service of such employee with Limestone Comunibanc or any of its Subsidiaries, less applicable local, state and federal tax withholding; provided, however, that the minimum severance payment shall equal four weeks of base pay, and the maximum severance payment shall not exceed 26 weeks of base pay. Such severance pay shall be paid in a lump sum within 14 days following the employee’s termination, provided that such employee has not been terminated for cause. In addition, Civista will offer outplacement assistance to any such terminated employee for the same period of time during which such employee is entitled to severance hereunder. For any employee of Limestone Comunibanc or its Subsidiaries participating in Limestone’s Comunibanc’s, or any of its Subsidiaries’, group health program at the Effective Time who is entitled to a severance payment, the employee will be able to purchase health insurance coverage at the full premium rate for the entire COBRA period; Civista will pay the cost of COBRA coverage for such employees for a period equal to the number of weeks such employee is entitled to severance. (c) Prior to the Effective Date, but after the receipt of the last to be obtained of either the Requisite Limestone Vote, the Requisite Peoples Comunibanc Vote and the regulatory approvals required by Section 7.01(b) of this Agreement, the Limestone Comunibanc Board shall adopt a resolution approving the termination of its and/or the applicable Subsidiaries’ 401(k) Plan(s) (the “Limestone Comunibanc 401(k) Plan”) effective as of a date immediately preceding the Effective Date. In addition, the Limestone Comunibanc Board shall approve the adoption of any amendments to the Limestone Comunibanc 401(k) Plan sufficient to terminate the Limestone Comunibanc 401(k) Plan immediately preceding the Effective DateDate and to provide for distributions in cash. Following the Effective Date, XxxxxxxCivista, as the successor in interest to LimestoneComunibanc, shall begin the process of requesting from the IRS a determination that the termination of the Limestone Comunibanc 401(k) Plan is in compliance with Section 401(a) of the Code (the “Determination Letter”) and distributing benefits under the Limestone Comunibanc 401(k) Plan to plan participantsparticipants after the receipt by Civista of the Determination Letter. Xxxxxxx Civista agrees to take all commercially reasonable steps necessary or appropriate to accept roll-overs of benefits from the Limestone Comunibanc 401(k) Plan to the Peoples Civista 401(k) plan for employees of Limestone Comunibanc and its Subsidiaries who continue as employees of Peoples Civista and its Subsidiaries after the Effective Time, subject to the provisions of the Peoples Civista 401(k) Plan. (d) For current 2023 fiscal yearAs soon as practicable after the date of this Agreement, each employee Comunibanc will request that the ESOP Trustee take all necessary action required by the Comunibanc ESOP plan documents and applicable law to conduct a pass-through vote of Limestone the Comunibanc ESOP participants to direct the ESOP Trustee to vote the shares of Comunibanc Common Stock owned by the Comunibanc ESOP and its Subsidiaries that continues with Peoples, or any of its Subsidiaries, will at the Effective Time be entitled allocated to the greater plan accounts of Comunibanc ESOP participants either in favor of or against the Parent Merger (A) the accrued “ESOP Vote”). Comunibanc will further request the ESOP Trustee provide to Civista for review and unused paid-time-off (i.e. the amounts accumulated from vacationcomment, occasional non-work illness, appointments, personal emergencies, etc.) such employee has as reasonably in advance of the Effective TimeESOP Vote, but in any event within 10 business days of the initial filing of the Registration Statement, all materials (including the information statement and any similar disclosure materials, frequently asked questions, and meeting slides or handouts, as applicable) proposed to be disclosed to the Cumunibanc ESOP participants in connection with the ESOP Vote. Civista shall have five (B5) business days to review and provide comments with respect to the accrued and unused paid-time-off such employee would have for materials to be distributed to ESOP participants with respect to the same period had such employee been under Peoples’ policies and proceduresESOP Vote. (e) Prior to the Effective Date, but after the receipt of the last to be obtained of either the Requisite Comunibanc Vote and the regulatory approvals required by Section 7.01(b) of this Agreement, the Comunibanc Board shall adopt a resolution approving the termination of the Comunibanc ESOP effective as of a date immediately preceding the Effective Date. In addition, the Comunibanc Board shall approve the adoption of any amendments to the Comunibanc ESOP sufficient to terminate the Comunibanc ESOP immediately preceding the Effective Date and to otherwise give effect to the provisions of this Section 6.10(e). The accounts of all participants in the Comunibanc ESOP as of the Effective Time shall become fully vested upon termination of the ESOP. At the Effective Time, Limestone may make certain retention or stay bonus payments any remaining shares of Comunibanc Common Stock held in the Comunibanc ESOP shall be converted into the right to certain employees of Limestone and its Affiliates pursuant to retention or stay bonus agreementreceive, without interest, the form Merger Consideration. Within sixty (60) days following the Effective Date, Civista and the ESOP Trustee shall arrange to request from the IRS a determination that the termination of which the Comunibanc ESOP is in compliance with Sections (401(a) and 409 of the Code (the “ESOP Determination Letter”). Civista and the ESOP Trustee shall arrange to make partial distributions of up to 75% of the account balances credited to the ESOP participants as of the Effective Date (taking into account that portion of the Merger Consideration received by the ESOP on the Effective Date) as soon as administratively practicable after the Effective Date, with the remaining portion to be acceptable to Peoples; provided, however, that (i) total aggregate amount distributed as soon as administratively practicable after receipt by Civista of payments made pursuant to this Section shall not exceed $700,000 and (ii) Peoples has reviewed and approved the applicable allocation of amounts and list of recipients of such amountsESOP Determination Letter. (f) On and after the date hereof, any broad-based employee notices or communication materials (including any website posting) to be provided or communicated by Limestone Comunibanc with respect to employment, compensation or benefits matters addressed in this Agreement or related, directly or indirectly, to the transactions contemplated by this Agreement shall be subject to the prior prompt review and comment of PeoplesCivista, and Limestone Comunibanc shall consider in good faith revising such notice or communication to reflect any comments or advice that Peoples Civista timely provides. (g) Nothing in this Agreement shall confer upon any employee, director or consultant of Limestone Comunibanc or any of the Limestone Comunibanc Subsidiaries or affiliates any right to continue in the employ or service of PeoplesCivista, or any Peoples Civista Subsidiary or affiliate thereof, or shall interfere with or restrict in any way the rights of LimestoneComunibanc, Peoples Civista or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, director or consultant of Limestone Comunibanc or any of the Limestone Comunibanc Subsidiaries or Affiliates at any time for any reason whatsoever, with or without cause (subject to the provisions of Article IV of this Agreement). Without limiting the generality of Section 9.11, subject to Section 6.18, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, including, without limitation, any current or former employee, director or consultant of Limestone Comunibanc or any of the Limestone Comunibanc Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. (h) Notwithstanding anything else in this Agreement to the contrary, on or prior to the Effective Date Comunibanc shall take all actions necessary to fully vest, terminate and pay all accrued benefit amounts to the respective participants under (i) the Xxxxx County Bank Director Supplemental Retirement Program, (ii) the Xxxxx County Bank Salary Reduction Deferred Compensation Plan, and the (iii) the Director Deferred Fee Plan. (i) On or prior to the Effective Date Civista will take all actions necessary to assume and thereafter discharge each respective split dollar agreement with certain executives and directors under the (A) Split Dollar Life Insurance Agreement & Endorsement Method Split Dollar Plan – Executives and (B) Split Dollar Life Insurance Agreement & Endorsement Method Split Dollar Plan – Directors (collectively the “Split Dollar Plans”). At the request of Civista, Comunibanc will use its reasonable best efforts to terminate each participant agreement under the Split Dollar Plans. Any payment made to a participant in connection with the termination of their respective split dollar agreement under the Split Dollar Plans shall be approved by Civista prior to payment.

Employment Matters; Employee Benefits. (a) It is understood and agreed that nothing in this Section 6.10 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give LimestoneEFBI’s or any of its Subsidiaries’ employees any rights other than as employees at will under applicable law, and LimestoneEFBI’s and its Subsidiaries’ employees shall not be deemed to be third-party beneficiaries of this Agreement. Employees of Limestone EFBI or any of its Subsidiaries who become employees of Peoples LCNB as a result of the Merger shall participate in either Limestone’s Compensation and Benefit Plans (for so long as Peoples determines necessary or appropriate) or in the employee benefit plans sponsored by Peoples LCNB for Peoples’ LCNB’s employees immediately after the Effective Time (with credit for their years of service with Limestone EFBI or its Subsidiaries for participation and vesting purposes under Peoples’ LCNB’s applicable plans, to the extent such plans permit), including credit for years of service and for seniority under vacation and sick pay plans and programs, but subject to the eligibility and other terms of such plans. In addition, to the extent LimestoneEFBI’s employees participate in Peoples’ group health plan (instead of continued participation in LimestoneLCNB’s group health plan), Peoples LCNB agrees (i) to waive all restrictions and limitations for pre-existing conditions under Peoples’ LCNB’s group health plan and applicable insurance policy and (ii) any eligible expenses incurred by such Limestone employees and his or her covered dependents shall be taken into account under Peoples’ group health plan to the extent such eligible expenses were incurred during the plan year of Peoples’ group health plan in which the Closing Date occurs for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicablepolicy. (b) Subject to any applicable regulatory restrictions, Peoples LCNB shall pay to each employee of Limestone EFBI or its Subsidiaries who (i) is not subject to an existing contract providing for severance and/or a change in control payment, (ii) is an employee of Limestone EFBI or any of its Subsidiaries immediately before the Effective Time, (iii) has been an employee of Limestone EFBI or any of its Subsidiaries for at least six (6) months prior to the Effective Time, (iv) is not offered continued employment by Peoples LCNB or any of its Subsidiaries after the Effective Time or is terminated by LCNB without cause within six (6) months after the Effective Time, and (v) who signs sign and delivers Peoples’ standard deliver LCNB’s form of termination and release agreement, which is included as an exhibit to this Agreement, a severance amount equal to two (2) weeks of pay, at their base rate of pay in effect at the time of termination, multiplied by the number of whole years of service of such employee with Limestone EFBI or any of its Subsidiaries, less applicable local, state and federal tax withholding; provided, however, that the minimum severance payment shall equal four (4) weeks of base pay, and the maximum severance payment shall not exceed 26 twenty six (26) weeks of base pay. Such severance pay shall be paid in a lump sum within 14 fourteen (14) days following the employee’s termination, provided that such employee has not been terminated for cause. For any employee of Limestone or its Subsidiaries participating in Limestone’s group health program at the Effective Time who is entitled to a severance payment, the employee will be able to purchase health insurance coverage at the full premium rate for the entire COBRA period. (c) Prior to the Effective Date, but after the receipt of the last to be obtained of either the Requisite Limestone Vote, the Requisite Peoples Vote and the regulatory approvals required by Section 7.01(b) of this Agreement, the Limestone The EFBI Board shall adopt a resolution approving the termination of its and/or the applicable Subsidiaries’ 401(k) Plan(s) (the “Limestone EFBI 401(k) Plan”) effective as of a date immediately preceding the Effective Date. In addition, the Limestone EFBI Board shall approve the adoption of any amendments to the Limestone EFBI 401(k) Plan sufficient to terminate the Limestone EFBI 401(k) Plan immediately preceding the Effective DateDate and to provide for distributions in cash. Following Prior to the Effective DateTime, Xxxxxxx, EFBI shall take all such actions as are necessary (determined in consultation with LCNB) to submit the successor in interest to Limestone, shall begin the process of requesting application for favorable determination letter from the IRS a determination that the termination in advance of the Limestone Effective Time. Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the EFBI 401(k) Plan is upon its termination, the account balances in compliance with Section 401(a) of the Code (the “Determination Letter”) and distributing benefits under the Limestone EFBI 401(k) Plan shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan participantsor individual retirement account as a participant or beneficiary may direct. Xxxxxxx Prior to the Closing Date, EFBI shall provide LCNB with the final documentation evidencing that the actions contemplated herein have been effectuated. LCNB agrees to take all commercially reasonable steps necessary or appropriate to accept roll-overs of benefits and plan loans from the Limestone EFBI 401(k) Plan to the Peoples LCNB 401(k) plan for employees of Limestone EFBI and its Subsidiaries who continue as employees of Peoples LCNB and its Subsidiaries after the Effective Time, subject to the provisions of the Peoples LCNB 401(k) Plan. (d) For current As soon as practicable after the date of this Agreement, EFBI will request that the EFBI ESOP Trustee take all necessary action required by the EFBI ESOP plan documents and applicable law to conduct a pass-through vote of the EFBI ESOP participants to direct the ESOP Trustee to vote the shares of EFBI Common Stock owned by the EFBI ESOP and allocated to the plan accounts of EFBI ESOP participants either in favor of or against the Parent Merger (the “ESOP Vote”). In addition, as soon as practicable after the date of this Agreement, EFBI will request that the EFBI 401(k) Plan Trustee take all necessary action required by the EFBI 401(k) Plan documents and applicable law to conduct a pass-through vote of the EFBI 401(k) Plan participants to direct the EFBI 401(k) Plan Trustee to vote the shares of EFBI Common Stock owned by the EFBI 401(k) Plan and allocated to the plan accounts of EFBI 56 401(k) Plan participants either in favor of or against the Parent Merger (the “401(k) Vote”). EFBI will provide LCNB for review and comment, reasonably in advance of the ESOP Vote and 401(k) Vote, all materials proposed to be distributed to the EFBI ESOP participants and 401(k) Plan participants in connection with the ESOP Vote and 401(k) Vote. LCNB shall have five business days to review and provide comments with respect to the materials to be distributed to EFBI ESOP participants with respect to the ESOP Vote and with respect to the materials to be distributed to EFBI 401(k) Plan participants with respect to the 401(k) Plan Vote. (e) The EFBI Board shall terminate the EFBI ESOP effective as of a date immediately preceding the Effective Date. In connection with the termination of the EFBI ESOP: (i) all shares of EFBI Common Stock held by the EFBI ESOP shall be converted into the right to receive the either the Per Share Cash Consideration or the Per Share Stock Consideration in accordance with the terms of this Agreement, (ii) all plan accounts shall be fully vested, (iii) all outstanding indebtedness of the EFBI ESOP shall be repaid by first using any cash in the EFBI ESOP unallocated suspense account to repay such indebtedness and then, if and as necessary, by delivering a sufficient number of LCNB Common Shares, which the EFBI ESOP may receive as part of the Aggregate Stock Consideration, in the EFBI ESOP unallocated suspense account to repay such indebtedness, (iv) the balance of the unallocated shares and any other unallocated assets remaining in the EFBI ESOP after repayment of the EFBI ESOP loan shall be allocated as earnings to the accounts of the EFBI ESOP participants who are employed as of the date of termination of the EFBI ESOP based on their account balances under the EFBI ESOP as of the date of termination of the EFBI ESOP, and (v) distributed to EFBI ESOP participants after the receipt of a favorable determination letter from the IRS unless otherwise required by applicable law. Prior to the Effective Time, EFBI shall take all such actions as are necessary (determined in consultation with LCNB) to submit the application for favorable determination letter from the IRS in advance of the Effective Time. Xxxxx.xxxx will adopt such amendments to the EFBI ESOP to effect the provisions of this Section 6.10(e). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the EFBI ESOP upon its termination, the account balances in the EFBI ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. Prior to the Closing Date, EFBI shall provide LCNB with the final documentation evidencing that the actions contemplated herein have been effectuated. Notwithstanding anything herein to the contrary, Xxxxx.xxxx shall continue to accrue and make contributions to the EFBI ESOP trust from the date of this Agreement through the termination date of the EFBI ESOP in an amount sufficient (but not to exceed) the loan payments which become due in the ordinary course on the outstanding loans to the EFBI ESOP prior to the termination of the EFBI ESOP and shall make a full payment on the EFBI ESOP loan for the 2023 fiscal yearplan year and a pro-rated payment on the EFBI ESOP for the 2024 plan year through and including the end of the calendar month immediately preceding the Closing, each prior to the termination of the EFBI ESOP. (f) Each employee of Limestone EFBI and its Subsidiaries that continues with PeoplesLCNB, or any of its Subsidiaries, will at the Effective Time be entitled to the greater of (A) the accrued and unused paid-time-off (i.e. the amounts accumulated from vacation, occasional non-work illness, appointments, personal emergencies, etc.) such employee has as of the Effective Time, or (B) the accrued and unused paid-time-off such employee would have for the same period had such employee been under Peoples’ LCNB’s policies and procedures.. 57 (eg) Prior to the Effective Time, Limestone EFBI may make certain retention or stay bonus payments to certain employees of Limestone EFBI and its Affiliates pursuant to a retention or stay bonus agreement, the form of which shall be acceptable is attached to Peoplesthis Agreement as Exhibit C; provided, however, that (i) the total aggregate amount of payments made pursuant to this Section shall not exceed $700,000 and (ii) Peoples has reviewed and approved the 6.10(g), applicable allocation of such amounts and list of recipients of such amountsamounts are all set forth in Section 6.10(g) of EFBI Disclosure Schedule. (fh) On and after the date hereof, any broad-based employee notices or communication materials (including any website posting) to be provided or communicated by Limestone EFBI with respect to employment, compensation or benefits matters addressed in this Agreement or related, directly or indirectly, to the transactions contemplated by this Agreement shall be subject to the prior prompt review and comment of PeoplesLCNB, and Limestone EFBI shall consider in good faith revising such notice or communication to reflect any comments or advice that Peoples LCNB timely provides. LCNB shall have five business days to review and provide comments with respect to such materials. (gi) As of the date of this Agreement, EFBI shall make reasonable best efforts to cause such employees subject to Executive Employment Agreements to execute a settlement agreement in the form set forth on Exhibit D attached hereto, which states that all obligations and amounts due under each Executive Employment Agreement (“Executive Employment Agreement Payment Obligations”) have been fully paid, fulfilled and/or waived. In no event shall the Executive Employment Agreement Payment Obligations exceed the amount set forth in Section 6.10(i) of EFBI Disclosure Schedule. (j) Not later than thirty (30) days prior to the Closing Date, EFBI and XXXXX.xxxx shall take all actions, including through resolutions of the boards of directors of EFBI and XXXXX.xxxx, that may be necessary or appropriate, to cause the supplemental retirement plans set forth in Section 6.10(j) of EFBI Disclosure Schedule to terminate and to be paid out on or immediately prior to the Closing Date in accordance with Section 409A of the Code, effective immediately upon the Closing. (k) As of the date of this Agreement, LCNB shall provide mutually agreeable employment terms to Xxxxxxxx X. Xxxxxx relating to her employment with LCNB post-Closing, including without limitation title, responsibilities and compensation. (l) Nothing in this Agreement shall confer upon any employee, director or consultant of Limestone EFBI or any of the Limestone EFBI Subsidiaries or affiliates any right to continue in the employ or service of PeoplesLCNB, or any Peoples LCNB Subsidiary or affiliate thereof, or shall interfere with or restrict in any way the rights of LimestoneEFBI, Peoples LCNB or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, director or consultant of Limestone EFBI or any of the Limestone EFBI Subsidiaries or Affiliates at any time for any reason whatsoever, with or without cause (subject to the provisions of Article IV of this Agreement). Without limiting the generality of Section 9.11, subject to Section 6.18, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, including, without limitation, any current or former employee, director or consultant of Limestone EFBI or any of the Limestone EFBI Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Employment Matters; Employee Benefits. (a) It is understood and agreed that nothing in this Section 6.10 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give Limestone’s or any of its Subsidiaries’ employees any rights other than as employees at will under applicable law, and Limestone’s and its Subsidiaries’ employees shall not be deemed to be third-party beneficiaries of this Agreement. Employees of Limestone or any of its Subsidiaries who become employees of Peoples as a result of the Merger shall participate in either Limestone’s Compensation and Benefit Plans (for so long as Peoples determines necessary or appropriate) or in the employee benefit plans sponsored by Peoples for Peoples’ employees (with credit for their years of service with Limestone or its Subsidiaries for participation and vesting purposes under Peoples’ applicable plans, including credit for years of service and for seniority under vacation and sick pay plans and programs, but subject to the eligibility and other terms of such plans. In addition, to the extent Limestone’s employees participate in Peoples’ group health plan (instead of continued participation in Limestone’s group health plan), Peoples agrees (i) to waive all restrictions and limitations for pre-existing conditions under Peoples’ group health plan and applicable insurance policy and (ii) any eligible expenses incurred by such Limestone employees and his or her covered dependents shall be taken into account under Peoples’ group health plan to the extent such eligible expenses were incurred during the plan year of Peoples’ group health plan in which the Closing Date occurs for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable. (b) Subject to any applicable regulatory restrictions, Peoples shall pay to each employee of Limestone or its Subsidiaries who (i) is not subject to an existing contract providing for severance and/or a change in control payment, (ii) is an employee of Limestone or any of its Subsidiaries immediately before the Effective Time, (iii) has been an employee of Limestone or any of its Subsidiaries for at least six months prior to the Effective Time, (iv) is not offered continued employment by Peoples or any of its Subsidiaries after the Effective Time, and (v) who signs and delivers Peoples’ standard form of termination and release agreement, a severance amount equal to two weeks of pay, at their base rate of pay in effect at the time of termination, multiplied by the number of whole years of service of such employee with Limestone or any of its Subsidiaries, less applicable local, state and federal tax withholding; provided, however, that the minimum severance payment shall equal four weeks of base pay, and the maximum severance payment shall not exceed 26 weeks of base pay. Such severance pay shall be paid in a lump sum within 14 days following the employee’s termination, provided that such employee has not been terminated for cause. For any employee of Limestone or its Subsidiaries participating in Limestone’s group health program at the Effective Time who is entitled to a severance payment, the employee will be able to purchase health insurance coverage at the full premium rate for the entire COBRA period. (c) Prior to the Effective Date, but after the receipt of the last to be obtained of either the Requisite Limestone Vote, the Requisite Peoples Vote and the regulatory approvals required by Section 7.01(b) of this Agreement, the Limestone Board shall adopt a resolution approving the termination of its and/or the applicable Subsidiaries’ 401(k) Plan(s) (the “Limestone 401(k) Plan”) effective as of a date immediately preceding the Effective Date. In addition, the Limestone Board shall approve the adoption of any amendments to the Limestone 401(k) Plan sufficient to terminate the Limestone 401(k) Plan immediately preceding the Effective Date. Following the Effective Date, Xxxxxxx, as the successor in interest to Limestone, shall begin the process of requesting from the IRS a determination that the termination of the Limestone 401(k) Plan is in compliance with Section 401(a) of the Code (the “Determination Letter”) and distributing benefits under the Limestone 401(k) Plan to plan participants. Xxxxxxx agrees to take all commercially reasonable steps necessary or appropriate to accept roll-overs of benefits from the Limestone 401(k) Plan to the Peoples 401(k) plan for employees of Limestone and its Subsidiaries who continue as employees of Peoples and its Subsidiaries after the Effective Time, subject to the provisions of the Peoples 401(k) Plan. (d) For current 2023 fiscal year, each employee of Limestone and its Subsidiaries that continues with Peoples, or any of its Subsidiaries, will at the Effective Time be entitled to the greater of (A) the accrued and unused paid-time-off (i.e. the amounts accumulated from vacation, occasional non-work illness, appointments, personal emergencies, etc.) such employee has as of the Effective Time, or (B) the accrued and unused paid-time-off such employee would have for the same period had such employee been under Peoples’ policies and procedures. (e) Prior to the Effective Time, Limestone may make certain retention or stay bonus payments to certain employees of Limestone and its Affiliates pursuant to retention or stay bonus agreement, the form of which shall be acceptable to Peoples; provided, however, that (i) total aggregate amount of payments made pursuant to this Section shall not exceed $700,000 and (ii) Peoples has reviewed and approved the applicable allocation of amounts and list of recipients of such amounts. (f) On and after the date hereof, any broad-based employee notices or communication materials (including any website posting) to be provided or communicated by Limestone with respect to employment, compensation or benefits matters addressed in this Agreement or related, directly or indirectly, to the transactions contemplated by this Agreement shall be subject to the prior prompt review and comment of Peoples, and Limestone shall consider in good faith revising such notice or communication to reflect any comments or advice that Peoples timely provides. (g) Nothing in this Agreement shall confer upon any employee, director or consultant of Limestone or any of the Limestone Subsidiaries or affiliates any right to continue in the employ or service of Peoples, or any Peoples Subsidiary or affiliate thereof, or shall interfere with or restrict in any way the rights of Limestone, Peoples or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, director or consultant of Limestone or any of the Limestone Subsidiaries or Affiliates at any time for any reason whatsoever, with or without cause (subject to the provisions of Article IV of this Agreement). Without limiting the generality of Section 9.11, subject to Section 6.18, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, including, without limitation, any current or former employee, director or consultant of Limestone or any of the Limestone Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Employment Matters; Employee Benefits. (a) It Except as set forth in Section 6.18 of this Agreement, it is understood and agreed that nothing in this Section 6.10 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give LimestoneCNNB’s or any of its Subsidiaries’ employees any rights other than as employees at will under applicable law, and LimestoneCNNB’s and its Subsidiaries’ employees shall not be deemed to be third-party beneficiaries of this Agreement. Employees of Limestone CNNB or any of its Subsidiaries who become employees of Peoples LCNB as a result of 52 the Merger shall participate in either Limestone’s CNNB Compensation and Benefit Plans (for so long as Peoples LCNB determines necessary or appropriate) or in the employee benefit plans sponsored by Peoples LCNB for Peoples’ LCNB’s employees (with credit for their years of service with Limestone CNNB or its Subsidiaries for participation and vesting purposes under Peoples’ LCNB’s applicable plans, to the extent such plans permit), including credit for years of service and for seniority under vacation and sick pay plans and programs, but subject to the eligibility and other terms of such plans. In addition, to the extent LimestoneCNNB’s employees participate in Peoples’ LCNB’s group health plan (instead of continued participation in LimestoneCNNB’s group health plan), Peoples LCNB agrees (i) to waive all restrictions and limitations for pre-existing conditions under Peoples’ LCNB’s group health plan and applicable insurance policy and (ii) any eligible expenses incurred by such Limestone employees and his or her covered dependents shall be taken into account under Peoples’ to the extent that CNNB’s group health plan to the extent and insurance policy permit such eligible expenses were incurred during the plan year of Peoples’ group health plan in which the Closing Date occurs for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicablewaiver. (b) Subject to any applicable regulatory restrictions, Peoples LCNB shall pay to each employee of Limestone CNNB or its Subsidiaries who (i) is not subject to an existing contract providing for severance and/or a change in control payment, (ii) is an employee of Limestone CNNB or any of its Subsidiaries immediately before the Effective Time, (iii) has been an employee of Limestone CNNB or any of its Subsidiaries for at least six months prior to the Effective Time, (iv) is not offered continued employment by Peoples LCNB or any of its Subsidiaries after the Effective Time or is terminated by LCNB without cause within six (6) months after the Effective Time, and (v) who signs sign and delivers Peoples’ deliver LCNB’s standard form of termination and release agreement, a severance amount equal to two weeks of pay, at their base rate of pay in effect at the time of termination, multiplied by the number of whole years of service of such employee with Limestone CNNB or any of its Subsidiaries, less applicable local, state and federal tax withholding; provided, however, that the minimum severance payment shall equal four weeks of base pay, for the avoidance of doubt, excluding any commission, bonus or incentive compensation, and the maximum severance payment shall not exceed 26 weeks of base pay. Such severance pay shall be paid in a lump sum within 14 no later than the first payroll date following the expiration of any revocation period contained in the termination and release agreement, but in any case no later than sixty (60) days following the employee’s termination, provided that such employee has not been terminated for cause. For any employee of Limestone CNNB or its Subsidiaries participating in LimestoneCNNB’s group health program at the Effective Time who is entitled to a severance payment, the employee will be able to purchase health insurance coverage at the full premium rate for the entire COBRA period. (c) Prior to the Effective Date, but after the receipt of the last to be obtained of either the Requisite Limestone Vote, the Requisite Peoples CNNB Vote and the regulatory approvals required by Section 7.01(b) of this Agreement, the Limestone CNNB Board shall adopt a resolution approving the termination of its and/or the applicable Subsidiaries’ 401(k) Plan(s) (the “Limestone CNNB 401(k) Plan”) effective as of a date immediately preceding the Effective Date. In addition, the Limestone CNNB Board shall approve the adoption of any amendments to the Limestone CNNB 401(k) Plan sufficient to terminate the Limestone CNNB 401(k) Plan immediately preceding the Effective DateDate and to provide for distributions in cash. Following Prior to the Effective DateTime, Xxxxxxx, CNNB shall take all such actions as are necessary (determined in consultation with LCNB) to submit the successor in interest to Limestone, shall begin the process of requesting application for favorable determination letter from the IRS a determination that with respect to the termination of the Limestone CNNB 401(k) Plan is in compliance with Section 401(a) advance of the Code (Effective Time. No distributions from the “Determination Letter”) and distributing benefits under the Limestone CNNB 401(k) Plan will be made prior to plan participantsthe receipt of such favorable determination letter. Xxxxxxx LCNB agrees to take all commercially reasonable steps necessary or appropriate to accept roll-overs of benefits from the Limestone CNNB 401(k) Plan to the Peoples LCNB 401(k) plan for employees of Limestone CNNB and its Subsidiaries who continue as employees of Peoples LCNB and its Subsidiaries after the Effective Time, subject to the provisions of the Peoples LCNB 401(k) Plan. (d) As soon as practicable after the date of this Agreement, CNNB will request that the ESOP Trustee take all necessary action required by the CNNB ESOP plan documents and applicable law to conduct a pass-through vote of the CNNB ESOP participants to direct the ESOP Trustee to vote the shares of CNNB Common Stock owned by the CNNB ESOP and allocated to the plan accounts of CNNB ESOP participants either in favor of or against the Parent Merger (the “ESOP Vote”). CNNB will further request the ESOP Trustee provide to LCNB for review and comment, reasonably in advance of the ESOP Vote, but in any event within 10 business days of the initial filing of the Registration Statement, all materials (including the information statement and any similar disclosure materials, frequently asked questions, and meeting slides or handouts, as applicable) proposed to be disclosed to the CNNB ESOP participants in connection with the ESOP Vote. LCNB shall have five business days to review and provide comments with respect to the materials to be distributed to ESOP participants with respect to the ESOP Vote. (e) Prior to the Effective Date, but after the receipt of the last to be obtained of either the Requisite CNNB Vote and the regulatory approvals required by Section 7.01(b) of this Agreement and, subject to the occurrence of the Closing, the CNNB Board shall terminate the Cincinnati Federal ESOP prior to the Closing Date. In connection with the termination of the Cincinnati Federal ESOP, all plan accounts shall be fully vested, all outstanding indebtedness of the Cincinnati Federal ESOP shall be repaid by delivering a sufficient number of unallocated shares of CNNB Common Stock to CNNB, at least five (5) Business Days prior to the Effective Time, all remaining shares of CNNB Common Stock held by the Cincinnati Federal ESOP shall be converted into the right to receive the Aggregate Consideration, and the balance of the unallocated shares and any other unallocated assets remaining in the Cincinnati Federal ESOP after repayment of the Cincinnati Federal ESOP loan shall be allocated as earnings to the accounts of the Cincinnati Federal ESOP participants who are employed as of the date of termination of the Cincinnati Federal ESOP based on their account balances under the Cincinnati Federal ESOP as of the date of termination of the Cincinnati Federal ESOP and distributed to Cincinnati Federal ESOP participants after the receipt of a favorable determination letter from the IRS. Prior to the Effective Time, CNNB shall take all such actions as are necessary (determined in consultation with LCNB) to submit the application for favorable determination letter from the IRS in advance of the Effective Time. Cincinnati Federal will adopt such amendments to the Cincinnati Federal ESOP to effect the provisions of this Section 6.10(e). Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the Cincinnati Federal ESOP upon its termination, the account balances in the Cincinnati Federal ESOP shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct; provided however, that nothing contained herein shall delay the distribution or transfer of account balances in the Cincinnati Federal ESOP in the ordinary course for reasons other than the termination of such plan. Prior to the Closing Date, CNNB shall provide LCNB with the final documentation evidencing that the actions contemplated herein have been effectuated. Notwithstanding anything herein to the contrary, Cincinnati Federal shall continue to accrue and make contributions to the Cincinnati Federal ESOP trust from the date of this Agreement through the termination date of the Cincinnati Federal ESOP in an amount sufficient (but not to exceed) the loan payments which become due in the ordinary course on the outstanding loans to the Cincinnati Federal ESOP prior to the termination of the Cincinnati Federal ESOP and shall make a pro-rated payment on the Cincinnati Federal ESOP loan for the 2023 plan year through and including the end of the calendar month immediately preceding the Closing, prior to the termination of the Cincinnati Federal ESOP. (f) For current 2023 fiscal year, each employee of Limestone CNNB and its Subsidiaries that continues with PeoplesLCNB, or any of its Subsidiaries, will at the Effective Time be entitled to the greater of (A) the accrued and unused paid-time-off (i.e. the amounts accumulated from vacation, occasional non-work illness, appointments, personal emergencies, etc.) such employee has as of the Effective Time, or (B) the accrued and unused paid-time-off such employee would have for the same period had such employee been ten (10) medical days under Peoples’ LCNB’s policies and procedures. (eg) Prior to the Effective Time, Limestone CNNB may agree to make certain retention or stay bonus payments to certain employees of Limestone CNNB and its Affiliates pursuant to retention or stay bonus agreement, agreements substantially in the form contained in Section 6.10(g) of which shall be acceptable to Peoplesthe CNNB Disclosure Schedules; provided, however, that (i) total aggregate amount of payments to be made pursuant to this Section such agreements shall not exceed $700,000 the dollar amount set forth in Section 6.10(g) of the CNNB Disclosure Schedule and (ii) Peoples LCNB has reviewed and approved the applicable allocation employees of CNNB and its Affiliates with whom CNNB proposes to enter into retention or stay bonus agreements (substantially in the form contained in Section 6.10(g) of the CNNB Disclosure Schedules) and the amounts agreed to be paid. For purposes of this Section 6.10(g)(ii), LCNB shall be deemed to have approved of CNNB entering into retention or stay bonus agreements with the employees, and list of recipients of for such amounts, listed on Section 6.10(g) of the CNNB Disclosure Schedule. (fh) Subject to the terms and provisions of the Settlement Agreements and the limitations and restrictions described in Section 5.01(k)(x), LCNB shall honor all obligations under the existing employment and change in control agreements as set forth in Section 5.01(k) of CNNB Disclosure Schedule. Concurrently with the execution of this Agreement, CNNB, Cincinnati Federal, LCNB and LCNB Bank shall enter into a Settlement Agreement with each of Xxxxxx X. Xxxxxxxxxx, Xxxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxx, and Xxxxxxx X. Xxxxxx, in the forms included in Exhibit C (each a “Settlement Agreement” and collectively the “Settlement Agreements”), to accept in full settlement of their rights under their respective employment or change in control agreement. (i) Not later than thirty (30) days prior to the Closing Date, CNNB and Cincinnati Federal shall take all actions, including through resolutions of the boards of directors of CNNB and Cincinnati Federal, that may be necessary or appropriate, to cause both the Cincinnati Federal Director Retirement Plan and the Kentucky Federal Savings and Loan Association Directors’ Supplemental Retirement Plan to terminate, effective immediately upon the Closing, with such termination being contingent on the Closing. Any action taken by CNNB or Cincinnati Federal (including resolutions of the boards of directors) pursuant to this provision shall be provided to LCNB for review. (j) On and after the date hereof, any broad-based employee notices or communication materials (including any website posting) to be provided or communicated by Limestone CNNB with respect to employment, compensation or benefits matters addressed in this Agreement or related, directly or indirectly, to the transactions contemplated by this Agreement shall be subject to the prior prompt review and comment of PeoplesLCNB, and Limestone CNNB shall consider in good faith revising such notice or communication to reflect any comments or advice that Peoples LCNB timely provides. (gk) Nothing in this Agreement shall confer upon any employee, director or consultant of Limestone CNNB or any of the Limestone CNNB Subsidiaries or affiliates any right to continue in the employ or service of PeoplesLCNB, or any Peoples LCNB Subsidiary or affiliate thereof, or shall interfere with or restrict in any way the rights of LimestoneCNNB, Peoples LCNB or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, director or consultant of Limestone CNNB or any of the Limestone CNNB Subsidiaries or Affiliates at any time for any reason whatsoever, with or without cause (subject to the provisions of Article IV of this Agreement). Without limiting the generality of Section 9.11, subject to Section 6.18, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, including, without limitation, any current or former employee, director or consultant of Limestone CNNB or any of the Limestone CNNB Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, except as set forth in Section 6.18 of this Agreement. (l) Concurrently with the execution of this Agreement, LCNB Bank shall enter into a Consultant Agreement with each of Xxxxxx X. Xxxxxxxxxx and Xxxxxxx X. Xxxxxx, in the forms included in Exhibit D for the provision of services to LCNB Bank after the Effective Time. (m) Concurrently with the execution of this Agreement, LCNB and LCNB Bank shall enter into a Non-Competition and Non-Solicitation Agreement with each of Xxxxxx X. Xxxxxxxxxx and Xxxxxxx X. Xxxxxx, in the forms included in Exhibit E.

Employment Matters; Employee Benefits. (a) It is understood and agreed that nothing in this Section 6.10 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give LimestonePremier Financial’s or any of its Subsidiaries’ employees any rights other than as employees at will under applicable law, and LimestonePremier Financial’s and its Subsidiaries’ employees shall not be deemed to be third-party beneficiaries of this Agreement. Employees of Limestone Premier Financial or any of its Subsidiaries who become employees of Peoples as a result of the Merger shall participate in either LimestonePremier Financial’s Compensation and Benefit Plans (for so long as Peoples determines necessary or appropriate) or in the employee benefit plans sponsored by Peoples for Peoples’ employees (with credit for their years of service with Limestone Premier Financial or its Subsidiaries for participation and vesting purposes under Peoples’ applicable plans, to the extent such plans permit), including credit for years of service and for seniority under vacation and sick pay plans and programs, but subject to the eligibility and other terms of such plans. In addition, to the extent LimestonePremier Financial’s employees participate in Peoples’ group health plan (instead of continued participation in LimestonePremier Financial’s group health plan), Peoples agrees (i) to waive all restrictions and limitations for pre-existing conditions under Peoples’ group health plan and applicable insurance policy and (ii) any eligible expenses incurred by such Limestone employees and his or her covered dependents shall be taken into account under to the extent that Peoples’ group health plan to the extent and insurance policy permit such eligible expenses were incurred during the plan year of Peoples’ group health plan in which the Closing Date occurs for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicablewaiver. (b) Subject to any applicable regulatory restrictions, Peoples shall pay to each employee of Limestone Premier Financial or its Subsidiaries who (i) is not subject to an existing contract providing for severance and/or a change in control payment, (ii) is an employee of Limestone Premier Financial or any of its Subsidiaries immediately before the Effective Time, (iii) has been an employee of Limestone Premier Financial or any of its Subsidiaries for at least six months prior to the Effective Time, (iv) is not offered continued employment employment, or is not continually employed for nine months (except for termination for cause) by Peoples or any of its Subsidiaries after the Effective Time, and (v) who signs sign and delivers deliver Peoples’ standard form of termination and release agreement, a severance amount equal to two weeks of pay, at their base rate of pay in effect at the time of termination, multiplied by the number of whole years of service of such employee with Limestone Premier Financial and Peoples or any of its their Subsidiaries, less applicable local, state and federal tax withholding; provided, however, that the minimum severance payment shall equal four weeks of base pay, and the maximum severance payment shall not exceed 26 weeks of base pay. Such severance pay shall be paid in a lump sum within 14 days following the employee’s termination, provided that such employee has not been terminated for cause. For any employee of Limestone Premier Financial or its Subsidiaries participating in LimestonePremier Financial’s group health program at the Effective Time who is entitled to a severance payment, the employee will be able to purchase health insurance coverage at the full premium rate for the entire COBRA period. (c) Prior to the Effective Date, but after the receipt of the last to be obtained of either the Requisite Limestone Vote, the Requisite Peoples Vote and the regulatory approvals required by Section 7.01(b) of this Agreement, the Limestone Board shall adopt a resolution approving the termination of its and/or the applicable Subsidiaries’ 401(k) Plan(s) (the “Limestone 401(k) Plan”) effective as of a date immediately preceding the Effective Date. In addition, the Limestone Board shall approve the adoption of any amendments to the Limestone 401(k) Plan sufficient to terminate the Limestone 401(k) Plan immediately preceding the Effective Date. Following the Effective Date, Xxxxxxx, as the successor in interest to Limestone, shall begin the process of requesting from the IRS a determination that the termination of the Limestone 401(k) Plan is in compliance with Section 401(a) of the Code (the “Determination Letter”) and distributing benefits under the Limestone 401(k) Plan to plan participants. Xxxxxxx agrees to take all commercially reasonable steps necessary or appropriate to accept roll-overs of benefits from the Limestone 401(k) Plan to the Peoples 401(k) plan for employees of Limestone and its Subsidiaries who continue as employees of Peoples and its Subsidiaries after the Effective Time, subject to the provisions of the Peoples 401(k) Plan. (d) For current 2023 fiscal year, each employee of Limestone and its Subsidiaries that continues with Peoples, or any of its Subsidiaries, will at the Effective Time be entitled to the greater of (A) the accrued and unused paid-time-off (i.e. the amounts accumulated from vacation, occasional non-work illness, appointments, personal emergencies, etc.) such employee has as of the Effective Time, or (B) the accrued and unused paid-time-off such employee would have for the same period had such employee been under Peoples’ policies and procedures. (e) Prior to the Effective Time, Limestone may make certain retention or stay bonus payments to certain employees of Limestone and its Affiliates pursuant to retention or stay bonus agreement, the form of which shall be acceptable to Peoples; provided, however, that (i) total aggregate amount of payments made pursuant to this Section shall not exceed $700,000 and (ii) Peoples has reviewed and approved the applicable allocation of amounts and list of recipients of such amounts. (f) On and after the date hereof, any broad-based employee notices or communication materials (including any website posting) to be provided or communicated by Limestone with respect to employment, compensation or benefits matters addressed in this Agreement or related, directly or indirectly, to the transactions contemplated by this Agreement shall be subject to the prior prompt review and comment of Peoples, and Limestone shall consider in good faith revising such notice or communication to reflect any comments or advice that Peoples timely provides. (g) Nothing in this Agreement shall confer upon any employee, director or consultant of Limestone or any of the Limestone Subsidiaries or affiliates any right to continue in the employ or service of Peoples, or any Peoples Subsidiary or affiliate thereof, or shall interfere with or restrict in any way the rights of Limestone, Peoples or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, director or consultant of Limestone or any of the Limestone Subsidiaries or Affiliates at any time for any reason whatsoever, with or without cause (subject to the provisions of Article IV of this Agreement). Without limiting the generality of Section 9.11, subject to Section 6.18, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, including, without limitation, any current or former employee, director or consultant of Limestone or any of the Limestone Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Employment Matters; Employee Benefits. (a) It is understood and agreed that nothing in this Section 6.10 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give LimestonePremier Financial’s or any of its Subsidiaries’ employees any rights other than as employees at will under applicable law, and LimestonePremier Financial’s and its Subsidiaries’ employees shall not be deemed to be third-party beneficiaries of this Agreement. Employees of Limestone Premier Financial or any of its Subsidiaries who become employees of Peoples as a result of the Merger shall participate in either LimestonePremier Financial’s Compensation and Benefit Plans (for so long as Peoples determines necessary or appropriate) or in the employee benefit plans sponsored by Peoples for Peoples’ employees (with credit for their years of service with Limestone Premier Financial or its Subsidiaries for participation and vesting purposes under Peoples’ applicable plans, to the extent such plans permit), including credit for years of service and for seniority under vacation and sick pay plans and programs, but subject to the eligibility and other terms of such plans. In addition, to the extent LimestonePremier Financial’s employees participate in Peoples’ group health plan (instead of continued participation in LimestonePremier Financial’s group health plan), Peoples agrees (i) to waive all restrictions and limitations for pre-existing conditions under Peoples’ group health plan and applicable insurance policy and (ii) any eligible expenses incurred by such Limestone employees and his or her covered dependents shall be taken into account under to the extent that Peoples’ group health plan to the extent and insurance policy permit such eligible expenses were incurred during the plan year of Peoples’ group health plan in which the Closing Date occurs for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicablewaiver. (b) Subject to any applicable regulatory restrictions, Peoples shall pay to each employee of Limestone Premier Financial or its Subsidiaries who (i) is not subject to an existing contract providing for severance and/or a change in control payment, (ii) is an employee of Limestone Premier Financial or any of its Subsidiaries immediately before the Effective Time, (iii) has been an employee of Limestone Premier Financial or any of its Subsidiaries for at least six months prior to the Effective Time, (iv) is not offered continued employment employment, or is not continually employed for nine months (except for termination for cause) by Peoples or any of its Subsidiaries after the Effective Time, and (v) who signs sign and delivers deliver Peoples’ standard form of termination and release agreement, a severance amount equal to two weeks of pay, at their base rate of pay in effect at the time of termination, multiplied by the number of whole years of service of such employee with Limestone Premier Financial and Peoples or any of its their Subsidiaries, less applicable local, state and federal tax withholding; provided, however, that the minimum severance payment shall equal four weeks of base pay, and the maximum severance payment shall not exceed 26 weeks of base pay. Such severance pay shall be paid in a lump sum within 14 days following the employee’s termination, provided that such employee has not been terminated for cause. For any employee of Limestone Premier Financial or its Subsidiaries participating in LimestonePremier Financial’s group health program at the Effective Time who is entitled to a severance payment, the employee will be able to purchase health insurance coverage at the full premium rate for the entire COBRA period. (c) Prior to the Effective Date, but after the receipt of the last to be obtained of either the Requisite Limestone Vote, the Requisite Peoples Premier Financial Vote and the regulatory approvals required by Section 7.01(b) of this Agreement, the Limestone Premier Financial Board shall adopt a resolution approving the termination of its and/or the applicable Subsidiaries’ 401(k) Plan(s) (the “Limestone Premier Financial 401(k) Plan”) effective as of a date immediately preceding the Effective Date. In addition, the Limestone Premier Financial Board shall approve the adoption of any amendments to the Limestone Premier Financial 401(k) Plan sufficient to terminate the Limestone Premier Financial 401(k) Plan immediately preceding the Effective DateDate and to provide for distributions in cash. Following the Effective Date, XxxxxxxPeoples, as the successor in interest to LimestonePremier Financial, shall begin the process of requesting from the IRS a determination that the termination of the Limestone Premier Financial 401(k) Plan is in compliance with Section 401(a) of the Code (the “Determination Letter”) and distributing benefits under the Limestone Premier Financial 401(k) Plan to plan participants. Xxxxxxx Peoples agrees to take all commercially reasonable steps necessary or appropriate to accept roll-overs of benefits from the Limestone Premier Financial 401(k) Plan to the Peoples 401(k) plan for employees of Limestone Premier Financial and its Subsidiaries who continue as employees of Peoples and its Subsidiaries after the Effective Time, subject to the provisions of the Peoples 401(k) Plan. (di) Immediately prior to the Effective Date, Premier Financial shall, or shall cause its Subsidiaries, to pay all employees for any accrued and unused sick leave that was carried over from any prior fiscal year. (ii) For current 2023 2021 fiscal year, each employee of Limestone Premier Financial and its Subsidiaries that continues with Peoples, or any of its Subsidiaries, will at the Effective Time be entitled to the greater of (A) the accrued and unused paid-time-off (i.e. whether in the amounts accumulated from vacation, occasional non-work illness, appointments, personal emergencies, etc.form of sick or vacation leave) such employee has as of the Effective Time, or (B) the accrued and unused paid-time-off (whether in the form of sick or vacation leave) such employee would have for the same period had such employee been under Peoples’ Peoples policies and procedures. (e) Prior to the Effective Time, Limestone may make certain retention or stay bonus payments to certain employees of Limestone and its Affiliates pursuant to retention or stay bonus agreement, the form of which shall be acceptable to Peoples; provided, however, that (i) total aggregate amount of payments made pursuant to this Section shall not exceed $700,000 and (ii) Peoples has reviewed and approved the applicable allocation of amounts and list of recipients of such amounts. (f) On and after the date hereof, any broad-based employee notices or communication materials (including any website posting) to be provided or communicated by Limestone with respect to employment, compensation or benefits matters addressed in this Agreement or related, directly or indirectly, to the transactions contemplated by this Agreement shall be subject to the prior prompt review and comment of Peoples, and Limestone shall consider in good faith revising such notice or communication to reflect any comments or advice that Peoples timely provides. (g) Nothing in this Agreement shall confer upon any employee, director or consultant of Limestone or any of the Limestone Subsidiaries or affiliates any right to continue in the employ or service of Peoples, or any Peoples Subsidiary or affiliate thereof, or shall interfere with or restrict in any way the rights of Limestone, Peoples or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, director or consultant of Limestone or any of the Limestone Subsidiaries or Affiliates at any time for any reason whatsoever, with or without cause (subject to the provisions of Article IV of this Agreement). Without limiting the generality of Section 9.11, subject to Section 6.18, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, including, without limitation, any current or former employee, director or consultant of Limestone or any of the Limestone Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Employment Matters; Employee Benefits. (a) It is understood and agreed that nothing in this Section 6.10 6.12 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give Limestone’s or any of its Subsidiaries’ Futura employees any rights other than as employees at will under applicable law, law and Limestone’s and its Subsidiaries’ Futura employees shall not be deemed to be third-party beneficiaries of this Agreement. Employees of Limestone or any of its Subsidiaries Futura who become employees of Peoples First Citizens as a result of the Merger shall shall, as determined by First Citizens, participate in either LimestoneFutura’s Compensation and Benefit Plans (for so long as Peoples First Citizens determines necessary or appropriate) or in the employee benefit plans sponsored by Peoples First Citizens for PeoplesFirst Citizens’ employees (with credit for their years of service with Limestone or its Subsidiaries Futura for participation and vesting purposes under PeoplesFirst Citizens’ applicable plans), including credit for years of service and for seniority under vacation and sick pay plans and programs, but subject to the eligibility and other terms of such plans. In addition, to the extent Limestone’s Futura employees participate in PeoplesFirst Citizens’ group health plan (instead of continued participation in LimestoneFutura’s group health plan), Peoples First Citizens agrees (i) to waive all restrictions and limitations for pre-existing conditions under PeoplesFirst Citizens’ group health plan and applicable insurance policy plan. In the event that, within 120 days after the Effective Date, a Futura employee (other than a Futura employee who has a written agreement with Futura or any of its Subsidiaries which provides for severance benefits) is either terminated by First Citizens, other than for cause, or voluntarily terminates because of a material diminution in the employee’s base compensation or because the geographic location at which the employee must perform his or her services is changed by more than 25 miles from the primary location at which such employee performs services at the Effective Time, then such terminated Futura employee shall be entitled to receive from First Citizens (i) up to a maximum of twenty-six (26) weeks of severance pay based upon a formula of two (2) weeks’ base pay for each year of service and (ii) any eligible expenses incurred by payment of COBRA premiums for the period that such Limestone employees and his or her covered dependents shall be taken into account under Peoples’ group health plan to the extent terminated Futura employee receives such eligible expenses were incurred during the plan year of Peoples’ group health plan in which the Closing Date occurs for severance benefits. For purposes of satisfying all deductiblethis Section 6.12(a), coinsurance and maximum out-of-pocket requirements applicable“employees of Futura” shall include employees of Futura or any of its Subsidiaries. (b) Subject to any applicable regulatory restrictionsNotwithstanding the foregoing, Peoples shall pay to each employee Futura shall, conditioned upon the occurrence of Limestone or its Subsidiaries who (i) is not subject to an existing contract providing for severance and/or a change in control payment, (ii) is an employee of Limestone or any of its Subsidiaries immediately before the Effective Time, take the following actions: (iiii) has been an employee of Limestone or any of its Subsidiaries for at least six months terminate The Futura Banc Corp 401(k) Profit Sharing Plan (Plan No. 002) (the “Futura 401(k) Plan”) prior to the Effective TimeDate, by resolution adopted by the Futura Board, on terms reasonably acceptable to First Citizens; amend the Futura 401(k) Plan to the extent necessary to (aa) comply with all applicable laws to the extent not previously amended, and (bb) provide, to the extent deemed necessary by Futura, for the allocation of all employer contributions, and the full vesting thereof, as of the termination date; make all employer matching and discretionary contributions, with such discretionary contributions not to exceed $150,000, to the Futura 401(k) Plan in cash for the period January 1, 2007, through the plan’s termination date; and notify Futura 401(k) Plan participants of its termination prior to the Effective Date. (ii) terminate the Futura Banc Corp. Supplemental Executive Retirement Plan (the “SERP”) effective as of the Effective Date (or such earlier date as First Citizens and Futura shall agree); upon the Effective Date (or such earlier date as First Citizens and Futura shall agree) or such later date as may be approved by SERP participants that is not later than thirty (30) days following the Effective Date, pay the SERP participants the value of their Separate Accounts (as such term is defined in the SERP) in cash, such value to be determined by Futura as of the Effective Date by multiplying the Cash Exchange Amount by the number of Futura Common Shares credited to the Separate Accounts, and by adding the product thereof to the value of all other amounts credited to the Separate Accounts; and amend the SERP to the extent deemed necessary by Futura to carry out the intent of this Section 6.12(b)(ii). In no event shall the aggregate amount of payments made to all SERP participants in accordance with this Section 6.13(b)(ii) exceed $500,000. (iii) upon the Effective Date, pay all deferred fees of members of the Futura Board that have been deferred pursuant to any director fee deferral plan of Futura, which deferred fees shall not exceed $220,000 in the aggregate. (iv) is not offered continued upon the Effective Date, make the payments and provide the benefits to the two Futura executive employees, whose employment by Peoples or any of its Subsidiaries after shall terminate upon the Effective Time, and (v) who signs and delivers Peoples’ standard form of termination and release agreementpursuant to each such executive’s March 20, a severance amount equal to two weeks of pay, at their base rate of pay in effect at the time of termination, multiplied by the number of whole years of service of such employee 2007 Change In Control Agreement with Limestone or any of its Subsidiaries, less applicable local, state and federal tax withholding; provided, however, that the minimum severance payment shall equal four weeks of base pay, and the maximum severance payment shall not exceed 26 weeks of base pay. Such severance pay shall be paid in a lump sum within 14 days following the employee’s termination, provided that such employee has not been terminated for cause. For any employee of Limestone or its Subsidiaries participating in Limestone’s group health program at the Effective Time who is entitled to a severance payment, the employee will be able to purchase health insurance coverage at the full premium rate for the entire COBRA periodFutura. (c) Prior to Following the Effective Date, but after the receipt of the last to be obtained of either the Requisite Limestone Vote, the Requisite Peoples Vote and the regulatory approvals required by Section 7.01(b) execution of this Agreement, Futura shall take all actions necessary to prevent any further Futura Common Shares from being acquired by or contributed to the Limestone Board shall adopt a resolution approving the termination of its and/or the applicable Subsidiaries’ 401(k) Plan(s) (the “Limestone Futura 401(k) Plan”) effective as of a date immediately preceding the Effective Date. In addition, the Limestone Board shall approve the adoption of any amendments to the Limestone 401(k) Plan sufficient to terminate the Limestone 401(k) Plan immediately preceding the Effective Date. Following the Effective Date, Xxxxxxx, as the successor in interest to Limestone, shall begin the process of requesting from the IRS a determination that the termination of the Limestone 401(k) Plan is in compliance with Section 401(a) of the Code (the “Determination Letter”) and distributing benefits under the Limestone 401(k) Plan to plan participants. Xxxxxxx agrees to take all commercially reasonable steps necessary or appropriate to accept roll-overs of benefits from the Limestone 401(k) Plan to the Peoples 401(k) plan for employees of Limestone and its Subsidiaries who continue as employees of Peoples and its Subsidiaries after the Effective Time, subject to the provisions of the Peoples 401(k) Plan. (d) For current 2023 fiscal year, each employee of Limestone and its Subsidiaries that continues with Peoples, or any of its Subsidiaries, will at the Effective Time be entitled to the greater of (A) the accrued and unused paid-time-off (i.e. the amounts accumulated from vacation, occasional non-work illness, appointments, personal emergencies, etc.) such employee has as of the Effective Time, or (B) the accrued and unused paid-time-off such employee would have for the same period had such employee been under Peoples’ policies and procedures. (e) Prior to the Effective Time, Limestone may make certain retention or stay bonus payments to certain employees of Limestone and its Affiliates pursuant to retention or stay bonus agreement, the form of which shall be acceptable to Peoples; provided, however, that (i) total aggregate amount of payments made pursuant to this Section shall not exceed $700,000 and (ii) Peoples has reviewed and approved the applicable allocation of amounts and list of recipients of such amounts. (f) On and after the date hereof, any broad-based employee notices or communication materials (including any website posting) to be provided or communicated by Limestone with respect to employment, compensation or benefits matters addressed in this Agreement or related, directly or indirectly, to the transactions contemplated by this Agreement shall be subject to the prior prompt review and comment of Peoples, and Limestone shall consider in good faith revising such notice or communication to reflect any comments or advice that Peoples timely provides. (g) Nothing in this Agreement shall confer upon any employee, director or consultant of Limestone or any of the Limestone Subsidiaries or affiliates any right to continue in the employ or service of Peoples, or any Peoples Subsidiary or affiliate thereof, or shall interfere with or restrict in any way the rights of Limestone, Peoples or any Subsidiary or Affiliate thereof to discharge or terminate the services of any employee, director or consultant of Limestone or any of the Limestone Subsidiaries or Affiliates at any time for any reason whatsoever, with or without cause (subject to the provisions of Article IV of this Agreement). Without limiting the generality of Section 9.11, subject to Section 6.18, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, including, without limitation, adopting any current or former employee, director or consultant of Limestone or any of necessary amendments to the Limestone Subsidiaries or affiliates, any right, benefit or remedy of any nature whatsoever under or by reason Futura 401(k) Plan within 30 days following the execution of this Agreement. (d) Except as set forth herein, Futura shall take all action requested by First Citizens prior to the Effective Time to terminate or amend any of the Futura Benefit and Pension Plans to be effective at or immediately before the Effective Time.