Common use of Opportunity of Employment; Employee Benefits Clause in Contracts

Opportunity of Employment; Employee Benefits. The existing employees of PEOPLES shall have the opportunity to continue as employees of CNN or one of its Subsidiaries, on the Closing Date; subject, however, to the right of CNN and its Subsidiaries, in their discretion to extend offers of employment to any such employees. Prior to the Effective Date, PEOPLES shall be responsible for any and all obligations owing to any of its employees who do not become employees of CNN and its Subsidiaries, including but not limited to back pay, bonus, severance, unemployment compensation and the like. It is understood and agreed that PEOPLES will not enter into any severance agreement except pursuant to written severance policies which were in effect prior to contemplation of this transaction and except for the Employment Agreement. It is understood and agreed that nothing in this Section 5.14 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give said employees any rights other than as employees at will under applicable law and said employees shall not be deemed to be third-party beneficiaries of this provision. From and after the Effective Time, PEOPLES employees shall continue to participate in the PEOPLES employee benefit plans in effect at the Effective Time unless and until CNN, in its sole discretion, shall determine that PEOPLES employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of CNN and that all or some of the PEOPLES plans shall be terminated or merged into certain employee benefit plans of CNN. Notwithstanding the foregoing, each PEOPLES employee shall be credited with years of PEOPLES (or predecessor) service for purposes of eligibility and vesting in the employee benefit plans of CNN. As provided herein, CNN will provide or allow severance payments to employees of PEOPLES (other than employees whose severance benefits are provided for in written employment agreements) whose employment is terminated (other than for cause) on or after the Effective Date and before the expiration of six months following the Effective Date, in the amount equal to one week for each year of service with PEOPLES, up to a maximum of thirteen (13) weeks. In computing such severance payments for non-exempt, full time employees, overtime and bonus are excluded. In computing such severance payments for non-exempt regular part time employees, the weekly compensation shall be based on one-fifty-second (1/52) of the employee's total salary, excluding overtime and bonus, paid in 1999. For full time exempt employees, weekly compensation is calculated by taking 1/52 of the employee's 1999 annual salary, excluding bonus.

Opportunity of Employment; Employee Benefits. The existing employees Employees of PEOPLES KBI and Kentucky Bank shall have the opportunity to continue as employees of CNN Peoples or one of its Subsidiaries, on at the Closing DateEffective Time; subject, however, to the right of CNN Peoples and its Subsidiaries, in their discretion Subsidiaries to extend offers of employment to terminate any such employees. Prior to the Effective Date, PEOPLES shall be responsible for any and all obligations owing to any of its employees who do not become employees of CNN and its Subsidiaries, including but not limited to back pay, bonus, severance, unemployment compensation and the like. It is understood and agreed that PEOPLES will not enter into any severance agreement except pursuant to written severance policies which were in effect prior to contemplation of this transaction and except for the Employment Agreement. "at will." It is understood and agreed that nothing in this Section 5.14 6.02 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give said employees any rights other than as employees at will under applicable law and said employees shall not be deemed to be third-party beneficiaries of this provision. From Except for the Kentucky Bank 401(k) Plan and after the Kentucky Bank Pension Plan, which plans shall be terminated prior to the Effective Time pursuant to Section 5.11, Peoples shall exert its commercially reasonable best efforts to cause the KBI Compensation and Benefit Plans in effect at the Effective Time to either be terminated or merged into comparable benefit plans of Peoples as expeditiously as possible following the Effective Time, PEOPLES employees . The Employees of KBI and Kentucky Bank shall continue to participate in the PEOPLES employee benefit plans KBI Compensation and Benefit Plans in effect at the Effective Time unless and until CNNPeoples, in its sole discretion, shall determine that PEOPLES employees the Employees of KBI and Kentucky Bank shall, subject to applicable eligibility requirements, participate in employee benefit plans of CNN Peoples and that all or some of the PEOPLES plans KBI Compensation and Benefit Plans shall be terminated or merged into certain employee benefit plans of CNNPeoples. Notwithstanding the foregoing, each PEOPLES KBI Employee and Kentucky Bank Employee who becomes an employee of Peoples following the Effective Time (excluding C. Ronald Christmas) shall be entitled xx xxrticipate thereafter in every Peoples benefit plan generally made available to other similarly-situated employees of Peoples and such continuing employees shall be credited with years of PEOPLES service with KBI and/or Kentucky Bank and, to the extent credit would have been given by KBI or Kentucky Bank for years of service with a predecessor (including any business organization acquired by KBI or predecessor) Kentucky Bank), years of service with a predecessor of KBI or Kentucky Bank, for purposes of eligibility and vesting (but not for benefit accrual purposes) in the employee benefit plans of CNNPeoples, and shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under the KBI Compensation and Benefit Plans immediately prior to the Effective Time, or to any waiting period relating to such coverage. As provided hereinIf, CNN will provide or allow severance payments to employees of PEOPLES (other than employees whose severance benefits are provided for in written employment agreements) whose employment is terminated (other than for cause) on or after the Effective Date Time, Peoples adopts a new plan or program for its employees or executives, then to the extent its employees or executives receive past service credits for any reason, Peoples shall credit similarly-situated employees and before executives of KBI and Kentucky Bank with equivalent credit for service with KBI, Kentucky Bank or their respective predecessors, to the expiration extent that years of six months following service credit would have been given by KBI or the Effective Date, in the amount equal to one week appropriate Kentucky Bank for each year years of service with PEOPLES, up to a maximum predecessor of thirteen (13) weeksKBI or Kentucky Bank. In computing such severance payments for non-exempt, full time employees, overtime and bonus are excluded. In computing such severance payments for non-exempt regular part time employees, The foregoing covenants shall survive the weekly compensation shall be based on one-fifty-second (1/52) of the employee's total salary, excluding overtime and bonus, paid in 1999. For full time exempt employees, weekly compensation is calculated by taking 1/52 of the employee's 1999 annual salary, excluding bonusMerger.

Opportunity of Employment; Employee Benefits. The existing (a) Buyer agrees to use its commercially reasonable efforts to continue the employment of substantially all of the Employees of Seller and the Seller Subsidiaries after the Merger. Employees of Seller and the Seller Subsidiaries (other than employees of PEOPLES shall have who are otherwise parties to employment or change in control agreements) who are not offered the opportunity to continue as employees following the Effective Time shall be entitled to receive (a) severance compensation of CNN or not less than one (1) week of its Subsidiariespay for each year of service with Seller and/or any Seller Subsidiary, on the Closing Date; subjectwith a minimum severance of 4 weeks of pay and a maximum severance of 26 weeks of pay, however, and (b) outplacement consultation services of a type and nature to the right of CNN be agreed upon by Seller and its Subsidiaries, in their discretion to extend offers of employment to any such employees. Prior Buyer prior to the Effective DateTime and with a cost of up to $1,000 for each employee of Seller or any Seller Subsidiary not offered employment after, PEOPLES shall be responsible for any and all obligations owing to any of its employees who do not become employees of CNN and its Subsidiariesor otherwise terminated within three (3) months after, including but not limited to back pay, bonus, severance, unemployment compensation and the likeEffective Time. It is understood and agreed that PEOPLES will not enter into any severance agreement except pursuant to written severance policies which were in effect prior to contemplation of this transaction and except for the Employment Agreement. It is understood and agreed that nothing Nothing in this Section 5.14 section or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give said employees any rights other than as employees at will under applicable Ohio law and said employees shall not be deemed to be third-party beneficiaries of this provision. From and after the Effective Time, PEOPLES employees shall continue to participate in the PEOPLES Employees of Seller and the Seller Subsidiaries that remain an employee benefit plans in effect at thereof after the Effective Time unless and until CNN, in its sole discretion, shall determine that PEOPLES employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of CNN and that all or some of the PEOPLES plans ("CONTINUING EMPLOYEES") shall be terminated or merged into certain provided with employee benefit plans of CNNbenefits that do not discriminate between employees who were covered by the Compensation and Benefit Plans and employees who were covered by the Buyer Compensation and Benefit plans. Notwithstanding the foregoing, each PEOPLES employee Each such Seller Employee and/or Seller Subsidiary Employee shall be credited with years of PEOPLES service with Seller, the appropriate Seller Subsidiary and, to the extent credit would have been given by Seller or the appropriate Seller Subsidiary for years of service with a predecessor (including any business organization acquired by Seller or predecessor) any Seller Subsidiary), years of service with a predecessor of Seller or a Seller Subsidiary, for purposes of eligibility and vesting (but not for benefit accrual purposes) in the employee benefit plans of CNN. As provided hereinBuyer, CNN will provide and shall not be subject to any exclusion or allow severance payments penalty for pre-existing conditions that were covered under the Seller Compensation and Benefit Plans immediately prior to employees of PEOPLES (other than employees whose severance benefits are provided for in written employment agreements) whose employment is terminated (other than for cause) on or after the Effective Date Time, or to any waiting period relating to such coverage. Notwithstanding the foregoing, all then active Seller Employees and all then active Seller Subsidiary Employees shall commence participation in Buyer's Employee Stock Ownership Plan and its Defined Benefit Pension Plan as of the Effective Time. The foregoing covenants shall survive the Merger, and Buyer shall before the expiration of six months following Effective Time adopt resolutions that amend its tax-qualified retirement plans to provide for the Effective Date, in the amount equal to one week for each year of Seller or Seller Subsidiary service with PEOPLES, up to a maximum of thirteen (13) weeks. In computing such severance payments for non-exempt, full time employees, overtime and bonus are excluded. In computing such severance payments for non-exempt regular part time employees, the weekly compensation shall be based on one-fifty-second (1/52) of the employee's total salary, excluding overtime and bonus, paid in 1999. For full time exempt employees, weekly compensation is calculated by taking 1/52 of the employee's 1999 annual salary, excluding bonuscredits referenced herein.

Opportunity of Employment; Employee Benefits. The existing employees of PEOPLES SNB and the Bank shall have the opportunity to continue as employees of CNN Park or one of its Subsidiaries, on at the Closing DateEffective Time; subject, however, to the right of CNN Park and its Subsidiaries, in their discretion Subsidiaries to extend offers of employment to terminate any such employees. Prior to the Effective Date, PEOPLES shall be responsible employees for any and all obligations owing to any of its employees who do not become employees of CNN and its Subsidiaries, including but not limited to back pay, bonus, severance, unemployment compensation and the like. It is understood and agreed that PEOPLES will not enter into any severance agreement except pursuant to written severance policies which were in effect prior to contemplation of this transaction and except for the Employment Agreement. "cause." It is understood and agreed that nothing in this Section 5.14 6.02 or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give said employees any rights other than as employees at will under applicable law and said employees shall not be deemed to be third-party beneficiaries of this provision. From and after the Effective Time, PEOPLES SNB and Bank employees shall continue to participate in the PEOPLES employee benefit plans SNB Compensation and Benefit Plans (other than the SNB Stock Option Plan) in effect at the Effective Time unless and until CNNPark, in its sole discretion, shall determine that PEOPLES SNB and Bank employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of CNN Park and that all or some of the PEOPLES plans SNB Compensation and Benefit Plans shall be terminated or merged into certain employee benefit plans of CNNPark. Notwithstanding the foregoing, each PEOPLES SNB employee and each Bank employee shall be credited with years of PEOPLES service with SNB, the Bank and, to the extent credit would have been given by SNB or the Bank for years of service with a predecessor (or predecessor) including any business organization acquired by the Bank), years of service with a predecessor of the Bank, for purposes of eligibility and vesting (but not for benefit accrual purposes) in the employee benefit plans of CNNPark, and shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under SNB's Compensation and Benefit Plans immediately prior to the Effective Time, or to any waiting period relating to such coverage. As provided hereinIf, CNN will provide or allow severance payments to employees of PEOPLES (other than employees whose severance benefits are provided for in written employment agreements) whose employment is terminated (other than for cause) on or after the Effective Date Time, Park adopts a new plan or program for its employees or executives, then to the extent its employees or executives receive past service credits for any reason, Park shall credit similarly-situated employees and before executives of SNB and the expiration Bank with equivalent credit for service with SNB, the Bank or the Bank's predecessors, to the extent that years of six months following service credit would have been given by SNB or the Effective Date, in the amount equal to one week Bank for each year years of service with PEOPLES, up to a maximum of thirteen (13) weeks. In computing such severance payments for non-exempt, full time employees, overtime and bonus are excluded. In computing such severance payments for non-exempt regular part time employees, the weekly compensation shall be based on one-fifty-second (1/52) predecessor of the employee's total salaryBank. The foregoing covenants shall survive the Merger, excluding overtime and bonus, paid in 1999. For full time exempt employees, weekly compensation is calculated by taking 1/52 of Park shall before the employee's 1999 annual salary, excluding bonusEffective Time adopt resolutions that amend its tax-qualified retirement plans to provide for the SNB and Bank service credits referenced herein.

Opportunity of Employment; Employee Benefits. The existing (a) Buyer agrees to use its commercially reasonable efforts to continue the employment of at least a majority of the Seller Employees after the Merger. Employees of Seller and the Seller Subsidiaries (other than employees of PEOPLES shall have who are otherwise parties to employment, severance or change in control agreements) (i) who are not offered the opportunity to continue as employees following the Effective Time or (ii) who are terminated without cause within one year after the Effective Time, shall be entitled to receive (A) the severance compensation set forth in Section 6.02(a) of CNN or one the Buyer Disclosure Schedule, (B) outplacement consultation services of its Subsidiaries, on the Closing Date; subject, however, a type and nature to the right of CNN be agreed upon by Seller and its Subsidiaries, in their discretion to extend offers of employment to any such employees. Prior Buyer prior to the Effective DateTime and with a cost of up to $1,000 for each employee of Seller or any Seller Subsidiary, PEOPLES shall be responsible for any and all obligations owing to any of its employees who do not become employees of CNN and its Subsidiaries(C) accrued benefits, including but not limited to back vacation pay, bonusthrough the date of separation, severanceand (D) any rights to continuation of medical coverage to the extent such rights are required under applicable federal or state law and subject to the employee’s compliance with all applicable requirements for such continuation coverage, unemployment compensation and the likeincluding payment of all premiums or other expenses related to such coverage. It is understood and agreed that PEOPLES will not enter into any severance agreement except pursuant to written severance policies which were in effect prior to contemplation of this transaction and except for the Employment Agreement. It is understood and agreed that nothing Nothing in this Section 5.14 section or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give said employees any rights other than as employees at will under applicable Ohio law and said employees shall not be deemed to be third-party beneficiaries of this provision. From and after the Effective Time, PEOPLES the Employees of Seller and the Seller Subsidiaries who remain employees shall continue to participate in the PEOPLES employee benefit plans in effect at of Buyer or its Subsidiaries after the Effective Time unless and until CNN, (including employees who are parties to employment or change in its sole discretion, shall determine that PEOPLES employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of CNN and that all or some of the PEOPLES plans control agreements) (“Continuing Employees”) shall be terminated or merged into certain provided with employee benefit plans of CNNbenefits that are substantially similar to employee benefits provided to other employees under the Buyer Compensation and Benefit Plans (excluding for this purpose any equity-based incentive plans). Notwithstanding the foregoing, each PEOPLES employee Each Continuing Employee shall be credited with years of PEOPLES service with Seller, the appropriate Seller Subsidiary and, to the extent credit would have been given by Seller or the appropriate Seller Subsidiary for years of service with a predecessor (including any business organization acquired by Seller or predecessor) any Seller Subsidiary), years of service with a predecessor of Seller or a Seller Subsidiary, for purposes of eligibility and vesting (but not for benefit accrual purposes) in the employee benefit plans of CNN. As Buyer, and provided herein, CNN will provide or allow severance payments to employees further that the Continuing Employees shall retain the vacation accrual earned under the Seller vacation policy as of PEOPLES (other than employees whose severance benefits are provided for in written employment agreements) whose employment is terminated (other than for cause) on or after the Effective Date Time so that they shall receive under the Buyer vacation policy a vacation benefit no less than what they had earned under the Seller vacation policy as of the Effective Time, though any future accrual of benefit shall be in accordance with the Buyer vacation policy subject to the carryover minimum. In addition, Continuing Employees who become eligible to participate in a Buyer Compensation and before the expiration of six months Benefit Plan following the Effective DateTime (i) shall receive full credit under such plans for any deductibles, co-payment and out-of-pocket expenses incurred by the employees and their dependents under the applicable Seller Compensation and Benefit Plan during the portion of the applicable plan year prior to such participation, and (ii) shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under the Seller Compensation and Benefit Plans immediately prior to the Effective Time, or to any waiting period relating to such coverage. For purposes of clarification, and not by way of limitation, all Continuing Employees shall commence participation in Buyer’s Employee Stock Ownership Plan (the “Employee Stock Ownership Plan”) as of the Effective Time, but such Continuing Employees shall not be eligible to participate in the amount equal Buyer’s Defined Benefit Pension Plan (the “Defined Benefit Pension Plan”), participation in which will be frozen effective July 31, 2007. The foregoing covenants shall survive the Merger, and Buyer shall before the Effective Time adopt resolutions that amend its tax-qualified retirement plans to one week the extent necessary to provide for each year of the Seller or Seller Subsidiary service with PEOPLES, up to a maximum of thirteen (13) weeks. In computing such severance payments for non-exempt, full time employees, overtime and bonus are excluded. In computing such severance payments for non-exempt regular part time employees, the weekly compensation shall be based on one-fifty-second (1/52) of the employee's total salary, excluding overtime and bonus, paid in 1999. For full time exempt employees, weekly compensation is calculated by taking 1/52 of the employee's 1999 annual salary, excluding bonuscredits referenced herein.

Opportunity of Employment; Employee Benefits. The existing (a) Buyer agrees to use its commercially reasonable efforts to continue the employment of at least a majority of the Employees of Seller and the Seller Subsidiaries after the Merger. Employees of Seller and the Seller Subsidiaries (other than employees of PEOPLES shall have who are otherwise parties to employment or change in control agreements) (i) who are not offered the opportunity to continue as employees following the Effective Time or (ii) who are terminated without cause within six months after the Effective Time, shall be entitled to receive (a) severance compensation of CNN or not less than one week of its Subsidiariespay for each year of service with Seller and/or any Seller Subsidiary, on the Closing Date; subjectwith a minimum severance of four weeks of pay and a maximum severance of 26 weeks of pay, however, (b) outplacement consultation services of a type and nature to the right of CNN be agreed upon by Seller and its Subsidiaries, in their discretion to extend offers of employment to any such employees. Prior Buyer prior to the Effective DateTime and with a cost of up to $1,000 for each employee of Seller or any Seller Subsidiary, PEOPLES shall be responsible for any and all obligations owing to any of its employees who do not become employees of CNN and its Subsidiaries(c) accrued benefits, including but not limited to back vacation pay, bonus, severance, unemployment compensation and through the likedate of separation. It is understood and agreed that PEOPLES will not enter into any severance agreement except pursuant to written severance policies which were in effect prior to contemplation of this transaction and except for the Employment Agreement. It is understood and agreed that nothing Nothing in this Section 5.14 section or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give said employees any rights other than as employees at will under applicable Ohio law and said employees shall not be deemed to be third-party beneficiaries of this provision. From and after the Effective Time, PEOPLES the Employees of Seller and the Seller Subsidiaries who remain employees shall continue to participate in the PEOPLES employee benefit plans in effect at of Buyer or its Subsidiaries after the Effective Time unless and until CNN, (including employees who are parties to employment or change in its sole discretion, shall determine that PEOPLES employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of CNN and that all or some of the PEOPLES plans control agreements) ("CONTINUING EMPLOYEES") shall be terminated or merged into certain provided with employee benefit plans of CNNbenefits that do not discriminate between employees who were covered by the Seller Compensation and Benefit Plans and employees who were covered by the Buyer Compensation and Benefit plans. Notwithstanding the foregoing, each PEOPLES employee Each Continuing Employee shall be credited with years of PEOPLES service with Seller, the appropriate Seller Subsidiary and, to the extent credit would have been given by Seller or the appropriate Seller Subsidiary for years of service with a predecessor (including any business organization acquired by Seller or predecessor) any Seller Subsidiary), years of service with a predecessor of Seller or a Seller Subsidiary, for purposes of eligibility and vesting (but not for benefit accrual purposes) in the employee benefit plans of CNN. As provided hereinBuyer, CNN will provide and shall not be subject to any exclusion or allow severance payments penalty for pre-existing conditions that were covered under the Seller Compensation and Benefit Plans immediately prior to employees of PEOPLES (other than employees whose severance benefits are provided for in written employment agreements) whose employment is terminated (other than for cause) on or after the Effective Date Time, or to any waiting period relating to such coverage. Notwithstanding the foregoing, all then active Seller Employees and all then active Seller Subsidiary Employees shall commence participation in Buyer's Employee Stock Ownership Plan and its Defined Benefit Pension Plan as of the Effective Time. The foregoing covenants shall survive the Merger, and Buyer shall before the expiration of six months following Effective Time adopt resolutions that amend its tax-qualified retirement plans to provide for the Effective Date, in the amount equal to one week for each year of Seller or Seller Subsidiary service with PEOPLES, up to a maximum of thirteen (13) weeks. In computing such severance payments for non-exempt, full time employees, overtime and bonus are excluded. In computing such severance payments for non-exempt regular part time employees, the weekly compensation shall be based on one-fifty-second (1/52) of the employee's total salary, excluding overtime and bonus, paid in 1999. For full time exempt employees, weekly compensation is calculated by taking 1/52 of the employee's 1999 annual salary, excluding bonuscredits referenced herein.

Opportunity of Employment; Employee Benefits. The existing (a) Buyer agrees to use its commercially reasonable efforts to continue the employment of substantially all of the Employees of Seller and the Seller Subsidiaries after the Merger. Employees of Seller and the Seller Subsidiaries (other than employees of PEOPLES shall have who are otherwise parties to employment or change in control agreements) who are not offered the opportunity to continue as employees following the Effective Time shall be entitled to receive (a) severance compensation of CNN or not less than one (1) week of its Subsidiariespay for each year of service with Seller and/or any Seller Subsidiary, on the Closing Date; subjectwith a minimum severance of 4 weeks of pay and a maximum severance of 26 weeks of pay, however, and (b) outplacement consultation services of a type and nature to the right of CNN be agreed upon by Seller and its Subsidiaries, in their discretion to extend offers of employment to any such employees. Prior Buyer prior to the Effective DateTime and with a cost of up to $1,000 for each employee of Seller or any Seller Subsidiary not offered employment after, PEOPLES shall be responsible for any and all obligations owing to any of its employees who do not become employees of CNN and its Subsidiariesor otherwise terminated within three (3) months after, including but not limited to back pay, bonus, severance, unemployment compensation and the likeEffective Time. It is understood and agreed that PEOPLES will not enter into any severance agreement except pursuant to written severance policies which were in effect prior to contemplation of this transaction and except for the Employment Agreement. It is understood and agreed that nothing Nothing in this Section 5.14 section or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give said employees any rights other than as employees at will under applicable Ohio law and said employees shall not be deemed to be third-party beneficiaries of this provision. From and after the Effective Time, PEOPLES employees shall continue to participate in the PEOPLES Employees of Seller and the Seller Subsidiaries that remain an employee benefit plans in effect at thereof after the Effective Time unless and until CNN, in its sole discretion, shall determine that PEOPLES employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of CNN and that all or some of the PEOPLES plans (“Continuing Employees”) shall be terminated or merged into certain provided with employee benefit plans of CNNbenefits that do not discriminate between employees who were covered by the Compensation and Benefit Plans and employees who were covered by the Buyer Compensation and Benefit plans. Notwithstanding the foregoing, each PEOPLES employee Each such Seller Employee and/or Seller Subsidiary Employee shall be credited with years of PEOPLES service with Seller, the appropriate Seller Subsidiary and, to the extent credit would have been given by Seller or the appropriate Seller Subsidiary for years of service with a predecessor (including any business organization acquired by Seller or predecessor) any Seller Subsidiary), years of service with a predecessor of Seller or a Seller Subsidiary, for purposes of eligibility and vesting (but not for benefit accrual purposes) in the employee benefit plans of CNN. As provided hereinBuyer, CNN will provide and shall not be subject to any exclusion or allow severance payments penalty for pre-existing conditions that were covered under the Seller Compensation and Benefit Plans immediately prior to employees of PEOPLES (other than employees whose severance benefits are provided for in written employment agreements) whose employment is terminated (other than for cause) on or after the Effective Date Time, or to any waiting period relating to such coverage. Notwithstanding the foregoing, all then active Seller Employees and before the expiration of six months following the Effective Date, all then active Seller Subsidiary Employees shall commence participation in the amount equal to one week for each year of service with PEOPLES, up to a maximum of thirteen (13) weeks. In computing such severance payments for non-exempt, full time employees, overtime and bonus are excluded. In computing such severance payments for non-exempt regular part time employees, the weekly compensation shall be based on one-fifty-second (1/52) of the employee's total salary, excluding overtime and bonus, paid in 1999. For full time exempt employees, weekly compensation is calculated by taking 1/52 of the employee's 1999 annual salary, excluding bonus.Buyer’s Employee Stock

Opportunity of Employment; Employee Benefits. The existing (a) Buyer agrees to use its commercially reasonable efforts to continue the employment of at least a majority of the Employees of Seller and the Seller Subsidiaries after the Merger. Employees of Seller and the Seller Subsidiaries (other than employees of PEOPLES shall have who are otherwise parties to employment or change in control agreements) (i) who are not offered the opportunity to continue as employees following the Effective Time or (ii) who are terminated without cause within six months after the Effective Time, shall be entitled to receive (a) severance compensation of CNN or not less than one week of its Subsidiariespay for each year of service with Seller and/or any Seller Subsidiary, on the Closing Date; subjectwith a minimum severance of four weeks of pay and a maximum severance of 26 weeks of pay, however, (b) outplacement consultation services of a type and nature to the right of CNN be agreed upon by Seller and its Subsidiaries, in their discretion to extend offers of employment to any such employees. Prior Buyer prior to the Effective DateTime and with a cost of up to $1,000 for each employee of Seller or any Seller Subsidiary, PEOPLES shall be responsible for any and all obligations owing to any of its employees who do not become employees of CNN and its Subsidiaries(c) accrued benefits, including but not limited to back vacation pay, bonus, severance, unemployment compensation and through the likedate of separation. It is understood and agreed that PEOPLES will not enter into any severance agreement except pursuant to written severance policies which were in effect prior to contemplation of this transaction and except for the Employment Agreement. It is understood and agreed that nothing Nothing in this Section 5.14 section or elsewhere in this Agreement shall be deemed to be a contract of employment or be construed to give said employees any rights other than as employees at will under applicable Ohio law and said employees shall not be deemed to be third-party beneficiaries of this provision. From and after the Effective Time, PEOPLES the Employees of Seller and the Seller Subsidiaries who remain employees shall continue to participate in the PEOPLES employee benefit plans in effect at of Buyer or its Subsidiaries after the Effective Time unless and until CNN, (including employees who are parties to employment or change in its sole discretion, shall determine that PEOPLES employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of CNN and that all or some of the PEOPLES plans control agreements) ("Continuing Employees") shall be terminated or merged into certain provided with employee benefit plans of CNNbenefits that do not discriminate between employees who were covered by the Seller Compensation and Benefit Plans and employees who were covered by the Buyer Compensation and Benefit plans. Notwithstanding the foregoing, each PEOPLES employee Each Continuing Employee shall be credited with years of PEOPLES service with Seller, the appropriate Seller Subsidiary and, to the extent credit would have been given by Seller or the appropriate Seller Subsidiary for years of service with a predecessor (including any business organization acquired by Seller or predecessor) any Seller Subsidiary), years of service with a predecessor of Seller or a Seller Subsidiary, for purposes of eligibility and vesting (but not for benefit accrual purposes) in the employee benefit plans of CNN. As provided hereinBuyer, CNN will provide and shall not be subject to any exclusion or allow severance payments penalty for pre-existing conditions that were covered under the Seller Compensation and Benefit Plans immediately prior to employees of PEOPLES (other than employees whose severance benefits are provided for in written employment agreements) whose employment is terminated (other than for cause) on or after the Effective Date Time, or to any waiting period relating to such coverage. Notwithstanding the foregoing, all then active Seller Employees and all then active Seller Subsidiary Employees shall commence participation in Buyer’s Employee Stock Ownership Plan and its Defined Benefit Pension Plan as of the Effective Time. The foregoing covenants shall survive the Merger, and Buyer shall before the expiration of six months following Effective Time adopt resolutions that amend its tax-qualified retirement plans to provide for the Effective Date, in the amount equal to one week for each year of Seller or Seller Subsidiary service with PEOPLES, up to a maximum of thirteen (13) weeks. In computing such severance payments for non-exempt, full time employees, overtime and bonus are excluded. In computing such severance payments for non-exempt regular part time employees, the weekly compensation shall be based on one-fifty-second (1/52) of the employee's total salary, excluding overtime and bonus, paid in 1999. For full time exempt employees, weekly compensation is calculated by taking 1/52 of the employee's 1999 annual salary, excluding bonuscredits referenced herein.