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

Opportunity of Employment; Employee Benefits. (a) Sky will make a good faith effort to provide the existing employees of SBI with the opportunity to continue as employees on the Effective Date, subject, however, to the right of Sky and its Subsidiaries, and the Bank, to terminate any such employees (i) for cause; or (ii) pursuant to procedures set forth in the Sky workforce redesign process; or (iii) pursuant to the implementation of Sky’s regional banking template; or (iv) to eliminate the redundancy of employment positions. Prior to the Effective Time, pursuant to and in accordance with specific directions from Sky, SBI agrees to issue, and cause the Bank to issue, Worker Adjustment and Retraining Act notices (so-called WARN notices) to employees of SBI and the Bank who Sky determines will not be employed on or after the Effective Time pursuant to the employment termination provisions of the foregoing sentence; provided, however, that any such WARN notices shall be (aa) for employment terminations on or after the Effective Time, and (bb) given to affected employees at least sixty (60) days in advance of their termination dates. It is understood and agreed that nothing in this Section 6.13 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. Each existing SBI employee who is terminated by SBI (with Sky’s prior written consent) or Sky or one of their Subsidiaries (which shall include the Bank commencing on the Effective Date) at any time until the end of the first whole year following the Effective Date shall be entitled to all benefits payable by Sky in accordance with Sky’s standard severance policy for employees (excluding any retention payments thereunder), with credit for years of SBI service (including years of service with SBI’s predecessors, including any entities merged into SBI or Bank with respect to which service no prior severance payments were made to such employees) and reduced (but not below zero) by any amounts payable to such employees under SBI’s severance compensation program; and Sky also shall pay each such terminated employee for all unused vacation time based upon each such terminated employee’s years of service as of the date of termination of employment, up to maximum of one year’s vacation time. (b) From and after the Effective Time, SBI employees shall continue to participate in the SBI employee benefit plans in effect at the Effective Time unless and until Sky, in its sole discretion, shall determine that SBI employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of Sky, and that all or some of the SBI plans shall be frozen, terminated or merged into certain employee benefit plans of Sky. SBI employees continuing to be employed by Sky shall receive credit for service at SBI for eligibility and vesting purposes under Sky’s employee benefit plans (but not for benefit calculation purposes), except as otherwise required by law or regulation. Any employees terminated by Sky shall be entitled to elect so-called “COBRA” in accordance with, and subject to, the provisions of Code Section 4980B(f). Each SBI employee shall be credited with years of SBI service (including years of service with SBI’s predecessors, to the same extent that SBI credited such service, including any entities merged into SBI or Bank) for purposes of eligibility and vesting in the employee benefit plans of Sky, and shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under SBI’s welfare plans immediately prior to the Effective Date, or to any waiting period relating to such coverage. If, after the Effective Date, Sky 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, Sky shall credit similarly-situated employees and executives of SBI with equivalent credit for service with SBI or its predecessors (including any entities merged into SBI or Bank), to the same extent that SBI credited service with its predecessors. (c) The covenants of this Section 6.13 shall survive the Merger.

Opportunity of Employment; Employee Benefits. (a) Sky will make Buyer agrees to use its commercially reasonable efforts to continue the employment of at least a good faith effort majority of the Seller Employees after the Merger. Employees of Seller and Seller Sub (other than employees who are otherwise parties to provide the existing employees of SBI with employment, severance or change in control agreements) (i) who are not offered the opportunity to continue as employees on following the Effective Date, subject, however, to the right of Sky and its Subsidiaries, and the Bank, to terminate any such employees (i) for cause; Time or (ii) pursuant to procedures set forth in the Sky workforce redesign process; or (iii) pursuant to the implementation of Sky’s regional banking template; or (iv) to eliminate the redundancy of employment positions. Prior to the Effective Time, pursuant to and in accordance with specific directions from Sky, SBI agrees to issue, and who are terminated without cause the Bank to issue, Worker Adjustment and Retraining Act notices (so-called WARN notices) to employees of SBI and the Bank who Sky determines will not be employed on or after the Effective Time pursuant to the employment termination provisions of the foregoing sentence; provided, however, that any such WARN notices shall be (aa) for employment terminations on or within one year after the Effective Time, shall be entitled to receive (A) the severance compensation set forth in Section 6.02(a) of the Buyer Disclosure Schedule, (B) accrued benefits, including vacation pay, through the date of separation, and (bbC) given any rights to affected 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, including payment of all premiums or other expenses related to such coverage. In addition, employees at least sixty of Seller and Seller Sub (60other than employees 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 ninety (90) calendar days in advance after the Effective Time, shall be entitled to receive outplacement consultation services of their termination datesa type and nature to be agreed upon by Seller and Buyer prior to the Effective Time and with a cost of up to $1,500 for each such employee of Seller or Seller Sub. It is understood and agreed that nothing Nothing in this Section 6.13 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 Pennsylvania law and said employees shall not be deemed to be third-party beneficiaries of this provision. Each existing SBI employee who is terminated by SBI (with Sky’s prior written consent) or Sky or one of their Subsidiaries (which shall include the Bank commencing on the Effective Date) at any time until the end of the first whole year following the Effective Date shall be entitled to all benefits payable by Sky in accordance with Sky’s standard severance policy for employees (excluding any retention payments thereunder), with credit for years of SBI service (including years of service with SBI’s predecessors, including any entities merged into SBI or Bank with respect to which service no prior severance payments were made to such employees) and reduced (but not below zero) by any amounts payable to such employees under SBI’s severance compensation program; and Sky also shall pay each such terminated employee for all unused vacation time based upon each such terminated employee’s years of service as of the date of termination of employment, up to maximum of one year’s vacation time. (b) From and after the Effective Time, SBI the Employees of Seller and Seller Sub who remain employees shall continue to participate in the SBI employee benefit plans in effect at of Buyer or any Buyer Subsidiary after the Effective Time unless and until Sky, (including employees who are parties to employment or change in its sole discretion, shall determine that SBI employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of Sky, and that all or some of the SBI plans control agreements) (“Continuing Employees”) shall be frozen, terminated or merged into certain provided with employee benefit plans of Sky. SBI benefits that are substantially similar to employee benefits provided to other employees continuing to be employed by Sky shall receive credit under the Buyer Compensation and Benefit Plans (excluding for service at SBI for eligibility and vesting purposes under Sky’s employee benefit plans (but not for benefit calculation purposes), except as otherwise required by law or regulation. Any employees terminated by Sky shall be entitled to elect sothis purpose any equity-called “COBRA” in accordance with, and subject to, the provisions of Code Section 4980B(fbased incentive plans). Each SBI employee Continuing Employee shall be credited with years of SBI service (including years of service with SBI’s predecessors, to the same extent that SBI credited such service, including any entities merged into SBI Seller or Bank) Seller Sub for purposes of eligibility and vesting (but not for benefit accrual purposes) in the employee benefit plans of SkyBuyer, and shall retain the vacation accrual earned under Seller’s vacation policy as of the Effective Time so that such Continuing Employee shall receive under Buyer’s vacation policy a vacation benefit no less than what such Continuing Employee had earned under Seller’s vacation policy as of the Effective Time; provided, however, that any future accrual of benefits shall be in accordance with Buyer’s vacation policy, subject to carryover limitations applicable to such future accruals. In addition, Continuing Employees who become eligible to participate in a Buyer Compensation and Benefit Plan following the Effective Time (i) shall receive full credit under such plans for any deductibles, co-payments and out-of-pocket expenses incurred by such employees and their respective dependents under the applicable 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 SBI’s welfare plans Compensation and Benefit Plans immediately prior to the Effective DateTime, or to any waiting period relating to such coverage. IfFor purposes of clarification, after 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 DateTime, Sky adopts a new plan or program for but such Continuing Employees shall not be eligible to participate in Buyer’s Defined Benefit Pension Plan (the “Defined Benefit Pension Plan”), participation in which has been frozen since July 31, 2007. The foregoing covenants shall survive the Merger, and Buyer shall, before the Effective Time, adopt resolutions that amend its employees or executives, then tax-qualified retirement plans to the extent its employees or executives receive past necessary to provide for the service credits for applicable to Continuing Employees referenced herein. (b) The Buyer and the Surviving Bank Corporation shall honor and assume the employment agreements, severance agreements, salary continuation agreements and officer group term life insurance agreements in effect as of the date hereof between Seller or Seller Sub and the individuals listed on Section 6.02(b) of the Seller Disclosure Schedule; provided, however, that if any reasonpayments under such agreements would be nondeductible by reason of Section 162(m) of the Code or otherwise if paid prior to or at the Effective Time by reason of the Merger, Sky Buyer shall credit similarlyhave the option to employ such applicable individual as non-situated employees executive Continuing Employees of Buyer or Buyer Bank and executives to make such payments immediately upon termination of SBI employment of such non-executive Continuing Employees as an employee of Buyer or Buyer Bank. Further, Buyer shall enter into non-competition agreements in the form set forth at Section 6.02(b) of the Seller Disclosure Schedule with equivalent credit for service with SBI or its predecessors (including any entities merged into SBI or Bank), to the same extent that SBI credited service with its predecessorssuch individuals detailed therein. (c) The covenants As of this the Effective Time, Buyer shall succeed Seller as sponsor and administrator of the Compensation and Benefit Plans and shall take such action as necessary to effectuate such changes. Subject to Section 6.13 shall survive 6.02(a), Buyer may terminate, merge or amend any Compensation and Benefit Plan or may cease contributions to any Compensation and Benefit Plan to the Mergerextent permitted by applicable law; provided, however, that Buyer will provide any benefits to which Seller Employees or their respective spouses, former spouses or other qualifying beneficiaries may be entitled by reason of qualifying events occurring prior to, on or after the Effective Time by virtue of any provisions of any employee welfare benefit plan or group insurance contract or any laws, statutes or regulations requiring any continuation of benefit coverage upon the happening of certain events, such as the termination of employment or change in beneficiary or dependent status, including, without limitation, such requirements under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, from and after the Effective Time through the remaining legally-required period of coverage.

Opportunity of Employment; Employee Benefits. (a) Sky will make a good faith effort to provide the The existing employees of SBI with Security may have the opportunity to continue as employees of Farmers or one of its subsidiaries, on the Effective Date, ; subject, however, to the right of Sky Farmers and its Subsidiaries, and the Bank, subsidiaries to terminate any such employees (i) for cause; or (ii) pursuant to procedures set forth in the Sky workforce redesign process; or (iii) pursuant to the implementation of Sky’s regional banking template; or (iv) to eliminate the redundancy of employment positions. Prior to the Effective Time, pursuant to and in accordance with specific directions from Sky, SBI agrees to issue, and cause the Bank to issue, Worker Adjustment and Retraining Act notices (so-called WARN notices) to employees of SBI and the Bank who Sky determines will not be employed on or after the Effective Time pursuant to the employment termination provisions of the foregoing sentence; provided, however, that any such WARN notices shall be (aa) for employment terminations on or after the Effective Time, and (bb) given to affected employees at least sixty (60) days in advance of their termination datesemployees. It is understood and agreed that nothing in this Section 6.13 6.14 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. Each existing SBI employee who is terminated by SBI (with Sky’s prior written consent) or Sky or one of their Subsidiaries (which shall include the Bank commencing on the Effective Date) at any time until the end of the first whole year following the Effective Date shall be entitled to all benefits payable by Sky in accordance with Sky’s standard severance policy for employees (excluding any retention payments thereunder), with credit for years of SBI service (including years of service with SBI’s predecessors, including any entities merged into SBI or Bank with respect to which service no prior severance payments were made to such employees) and reduced (but not below zero) by any amounts payable to such employees under SBI’s severance compensation program; and Sky also shall pay each such terminated employee for all unused vacation time based upon each such terminated employee’s years of service as of the date of termination of employment, up to maximum of one year’s vacation time. (b) From and after the Effective Time, SBI Security employees shall continue to participate in the SBI Security employee benefit plans in effect at the Effective Time unless and until SkyFarmers, in its sole discretion, shall determine that SBI Security employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of Sky, Farmers and that all or some of the SBI Security plans shall be frozen, terminated or merged into certain employee benefit plans of SkyFarmers. SBI employees continuing Notwithstanding the foregoing, subject to be employed by Sky shall receive credit for service at SBI for eligibility the requirements and vesting purposes under Sky’s restrictions of Farmers' employee benefit plans (but not for benefit calculation purposes)benefits plans, except as otherwise required by law or regulation. Any employees terminated by Sky shall be entitled to elect so-called “COBRA” in accordance with, and subject to, the provisions of Code Section 4980B(f). Each SBI each Security employee shall be credited with years of SBI Security (or predecessor) service (including years of service with SBI’s predecessors, to the same extent that SBI credited such service, including any entities merged into SBI or Bank) for purposes of eligibility and vesting (but not for benefit accrual purposes) in the employee benefit plans of SkyFarmers, and shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under SBI’s Security's welfare plans immediately prior to the Effective Date, or to any waiting period relating to such coverage. If, after the Effective Date, Sky Farmers 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, Sky Farmers shall credit similarly-situated employees and executives of SBI Security with equivalent credit for service with SBI Security or its predecessors (including any entities merged into SBI or Bank), to the same extent that SBI credited service with its predecessors. (c) . The foregoing covenants of this Section 6.13 shall survive the Merger, and Farmers shall before the Effective Time adopt resolutions that amend its tax-qualified retirement plans to provide for Security service credits referenced herein.

Opportunity of Employment; Employee Benefits. (a) Sky will make a good faith effort to provide the The existing employees of SBI with MNB shall have the opportunity to continue as employees of SFG or one of its Subsidiaries, on the Effective Date, ; subject, however, to the right of Sky SFG and its Subsidiaries, and the Bank, Subsidiaries to terminate any such employees either (i) for "cause; " or (ii) pursuant to the procedures set forth in the Sky workforce redesign process; or (iii) pursuant SFG Workforce Redesign Process previously disclosed to the implementation of Sky’s regional banking template; or (iv) to eliminate the redundancy of employment positions. Prior to the Effective Time, pursuant to and in accordance with specific directions from Sky, SBI agrees to issue, and cause the Bank to issue, Worker Adjustment and Retraining Act notices (so-called WARN notices) to employees of SBI and the Bank who Sky determines will not be employed on or after the Effective Time pursuant to the employment termination provisions of the foregoing sentence; provided, however, that any such WARN notices shall be (aa) for employment terminations on or after the Effective Time, and (bb) given to affected employees at least sixty (60) days in advance of their termination datesMNB. It is understood and agreed that nothing in this Section 6.13 6.14 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. Each existing SBI employee who is terminated by SBI (with Sky’s prior written consent) or Sky or one of their Subsidiaries (which shall include the Bank commencing on the Effective Date) at any time until the end of the first whole year following the Effective Date shall be entitled to all benefits payable by Sky in accordance with Sky’s standard severance policy for employees (excluding any retention payments thereunder), with credit for years of SBI service (including years of service with SBI’s predecessors, including any entities merged into SBI or Bank with respect to which service no prior severance payments were made to such employees) and reduced (but not below zero) by any amounts payable to such employees under SBI’s severance compensation program; and Sky also shall pay each such terminated employee for all unused vacation time based upon each such terminated employee’s years of service as of the date of termination of employment, up to maximum of one year’s vacation time. (b) From and after the Effective Time, SBI MNB employees shall continue to participate in the SBI MNB employee benefit plans in effect at the Effective Time unless and until SkySFG, in its sole discretion, shall determine that SBI MNB employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of Sky, SFG and that all or some of the SBI MNB plans shall be frozen, terminated or merged into certain employee benefit plans of SkySFG. SBI employees continuing to be employed by Sky shall receive credit for service at SBI for eligibility and vesting purposes under Sky’s employee benefit plans (but not for benefit calculation purposes)Notwithstanding the foregoing, except as otherwise required by law or regulation. Any employees terminated by Sky shall be entitled to elect so-called “COBRA” in accordance with, and subject to, the provisions of Code Section 4980B(f). Each SBI each MNB employee shall be credited with years of SBI MNB (or predecessor) service (including years of service with SBI’s predecessors, to the same extent that SBI credited such service, including any entities merged into SBI or Bank) for purposes of eligibility and vesting in the employee benefit plans of SkySFG, and shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under SBI’s MNB's welfare plans immediately prior to the Effective Date, or to any waiting period relating to such coverage. If, after the Effective Date, Sky SFG 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, Sky SFG shall credit similarly-situated employees and executives of SBI MNB with equivalent credit for service with SBI MNB or its predecessors (including any entities merged into SBI or Bank), to the same extent that SBI credited service with its predecessors. (c) . The foregoing covenants of this Section 6.13 shall survive the Merger, and SFG shall before the Effective Time adopt resolutions that amend its tax-qualified retirement plans to provide for MNB service credits referenced herein.

Opportunity of Employment; Employee Benefits. (a) Sky will make a good faith effort to provide the existing employees of SBI GLB with the opportunity to continue as employees on the Effective Date, subject, however, to the right of Sky and its Subsidiaries, and the Bank, to terminate any such employees (i) for cause; or (ii) pursuant to procedures set forth in the Sky workforce redesign processWorkforce Redesign Process previously disclosed to GLB; or (iii) pursuant to the implementation of Sky’s 's regional banking template; or (iv) to eliminate the redundancy of employment positions. Prior to the Effective Time, pursuant to and in accordance with specific directions from Sky, SBI GLB agrees to issue, and cause the Bank to issue, Worker Adjustment and Retraining Act notices (so-called WARN notices) to employees of SBI GLB and the Bank who Sky determines will not be employed on or after the Effective Time pursuant to the employment termination provisions of the foregoing sentence; provided, however, that any such WARN notices shall be (aa) for employment terminations on or after the Effective Time, and (bb) given to affected employees at least sixty (60) days in advance of their termination dates. It is understood and agreed that nothing in this Section 6.13 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. Each existing SBI employee who is terminated by SBI (Sky will honor GLB's change of control agreements with Sky’s prior written consent) or Xxxxxxx X. Xxxxxxx, Xx. and Xxxx Xxxxxxxx that are identified in GLB's Disclosure Schedule; provided, however, that Sky or one of their Subsidiaries (which shall include the Bank commencing on the Effective Date) at any time until the end of the first whole year following the Effective Date shall be entitled to all benefits payable by Sky in accordance with Sky’s standard severance policy for employees (excluding any retention payments thereunder)agrees that Xxxxxxx X. Xxxxxxx, with credit for years of SBI service (including years of service with SBI’s predecessors, including any entities merged into SBI or Bank with respect to which service no prior severance payments were made to such employees) and reduced (but not below zero) by any amounts payable to such employees under SBI’s severance compensation program; and Sky also shall pay each such terminated employee for all unused vacation time based upon each such terminated employee’s years of service as of the date of termination of employment, up to maximum of one year’s vacation timeXx. (b) From and after the Effective Time, SBI employees shall continue to participate in the SBI employee benefit plans in effect at the Effective Time unless and until Sky, in its sole discretion, shall determine that SBI employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of Sky, and that all or some of the SBI plans shall be frozen, terminated or merged into certain employee benefit plans of Sky. SBI employees continuing to be employed by Sky shall receive credit for service at SBI for eligibility and vesting purposes under Sky’s employee benefit plans (but not for benefit calculation purposes), except as otherwise required by law or regulation. Any employees terminated by Sky shall be entitled to elect so-called “COBRA” in accordance with, and subject to, the provisions of Code Section 4980B(f). Each SBI employee shall be credited with years of SBI service (including years of service with SBI’s predecessors, to the same extent that SBI credited such service, including any entities merged into SBI or Bank) for purposes of eligibility and vesting in the employee benefit plans of Sky, and shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under SBI’s welfare plans immediately prior to the Effective Date, or to any waiting period relating to such coverage. If, after the Effective Date, Sky 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, Sky shall credit similarly-situated employees and executives of SBI with equivalent credit for service with SBI or its predecessors (including any entities merged into SBI or Bank), to the same extent that SBI credited service with its predecessors. (c) The covenants of this Section 6.13 shall survive the Merger.'s change of

Opportunity of Employment; Employee Benefits. (a) Sky will make a good faith effort to provide Bancshares shall offer the existing employees of SBI with Century and CNB the opportunity to continue as employees of CNB on the Effective DateClosing Date for a period ending December 31, 1998; subject, however, to the right of Sky and its Subsidiaries, and the Bank, to terminate any such employees (i) for "cause; or (ii) pursuant to procedures set forth in the Sky workforce redesign process; or (iii) pursuant to the implementation of Sky’s regional banking template; or (iv) to eliminate the redundancy of employment positions. Prior to the Effective Time, pursuant to and in accordance with specific directions from Sky, SBI agrees to issue, and cause the Bank to issue, Worker Adjustment and Retraining Act notices (so-called WARN notices) to employees of SBI and the Bank who Sky determines will not be employed on or after the Effective Time pursuant to the employment termination provisions of the foregoing sentence; provided, however, that any such WARN notices shall be (aa) for employment terminations on or after the Effective Time, and (bb) given to affected employees at least sixty (60) days in advance of their termination dates". It is understood and agreed that nothing in this Section 6.13 4.12 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; provided, that employees shall have the right to enforce the first sentence of Section 4.12 through December 31, 1998. Each existing SBI employee who is terminated by SBI Prior to the CNB Merger, a committee comprised of three (3) employees of each of CNB and Citizens will be formed to evaluate and make recommendations to the Bancshares' Board of Directors with Sky’s prior written consent) or Sky or one respect to the merger of their Subsidiaries (which shall include respective employee benefit plans. At the Bank commencing on the Effective Date) at any time until the end of the first whole year following CNB Merger, the Effective Date Employees Retirement Plan of Century National Bank and Trust Company, as amended and restated effective January 1, 1989 ("Merged Plan") shall be entitled merged into the Employees Retirement Plan for Citizens Bancshares, Inc. ("Bancshares Plan"). As of the date the plans are merged, Bancshares Plan shall provide accrued benefits to all former participants in the Merged Plan that are equal to the total of (1) and (2) below: (1) The accrued benefits payable for all employment service prior to the date the plans are merged shall equal the benefits accrued under the Merged Plan as of the date the plans are merged. These accrued benefits shall continue to provide (i) any early retirement benefit or Early Retirement Type subsidy (as defined by Sky in accordance IRS Section 411(d)(6)) and (ii) all optional forms of benefit provided by the Merged Plan. (2) Benefits shall be accrued with Sky’s standard severance policy respect to all employment service on and after the date of the plans are merged, subject to all of the provisions of the Bancshares Plan, including, but not limited to, eligibility for employees (excluding any retention payments thereunder)benefits and benefit amounts. The amount of such further accrual of benefits shall, with credit however, be based solely on employment service on and after the date the Plans are merged. Solely for years purposes of SBI service (including determining Years of Vesting Service, the Bancshares Plan shall recognize all years of service with SBI’s predecessorsCentury and its predecessors that were credited under the Merged Plan for eligibility and vesting purposes; such service shall not, including any entities merged into SBI however, be recognized for purposes of determining the accrual of benefits under paragraph (2) above. All Century and CNB employees who become employees of Citizens or Bank with respect to which service no prior severance payments were made to such employees) and reduced (but not below zero) by any amounts payable to such employees under SBI’s severance compensation program; and Sky also one of Bancshares' other affiliates upon the consummation of the CNB Merger shall pay each such terminated employee for all unused vacation time based upon each such terminated employee’s have their years of service as of the date of termination of employment, up to maximum of one year’s vacation time. (b) From with Century and after the Effective Time, SBI employees shall continue to participate in the SBI employee benefit plans in effect at the Effective Time unless and until Sky, in its sole discretion, shall determine that SBI employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of Sky, and that all or some of the SBI plans shall be frozen, terminated or merged into certain employee benefit plans of Sky. SBI employees continuing to be employed by Sky shall receive credit for service at SBI predecessors credited for eligibility and vesting purposes under Sky’s employee benefit plans (but not for accrual of benefit calculation purposespurposes under all Bancshares' Employee Benefit Plans (as defined in Section 3(3) of ERISA) and other fringe benefit programs (including vacation), except as otherwise required by law or regulationwith respect to Bancshares' ESOP Plan. Any employees terminated by Sky Nothing in this paragraph shall be entitled construed as limiting Citizens' ability to elect so-called “COBRA” in accordance with, and subject amend or terminate any such Plan or program (including vacation) prior to, the provisions of Code Section 4980B(f). Each SBI employee shall be credited coincident with years of SBI service (including years of service with SBI’s predecessors, or subsequent to the same extent that SBI credited such service, including any entities merged into SBI or Bank) for purposes consummation of eligibility and vesting in the employee benefit plans of Sky, and shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under SBI’s welfare plans immediately prior to the Effective Date, or to any waiting period relating to such coverage. If, after the Effective Date, Sky 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, Sky shall credit similarly-situated employees and executives of SBI with equivalent credit for service with SBI or its predecessors (including any entities merged into SBI or Bank), to the same extent that SBI credited service with its predecessorsCNB merger. (c) The covenants of this Section 6.13 shall survive the Merger.

Opportunity of Employment; Employee Benefits. (a) Sky will make a good faith effort to provide the The existing employees Employees of SBI with KBI and Kentucky Bank shall have the opportunity to continue as employees on of Peoples or one of its Subsidiaries, at the Effective Date, Time; subject, however, to the right of Sky Peoples and its Subsidiaries, and the Bank, Subsidiaries to terminate any such employees (i) for cause; or (ii) pursuant to procedures set forth in the Sky workforce redesign process; or (iii) pursuant to the implementation of Sky’s regional banking template; or (iv) to eliminate the redundancy of employment positions. Prior to the Effective Time, pursuant to and in accordance with specific directions from Sky, SBI agrees to issue, and cause the Bank to issue, Worker Adjustment and Retraining Act notices (so-called WARN notices) to employees of SBI and the Bank who Sky determines will not be employed on or after the Effective Time pursuant to the employment termination provisions of the foregoing sentence; provided, however, that any such WARN notices shall be (aa) for employment terminations on or after the Effective Time, and (bb) given to affected employees "at least sixty (60) days in advance of their termination dates. will." It is understood and agreed that nothing in this Section 6.13 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. Each existing SBI employee who is Except for the Kentucky Bank 401(k) Plan and the Kentucky Bank Pension Plan, which plans shall be terminated by SBI (with Sky’s prior written consent) or Sky or one of their Subsidiaries (which shall include the Bank commencing on to the Effective Date) 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 any time until the end Effective Time to either be terminated or merged into comparable benefit plans of the first whole year Peoples as expeditiously as possible following the Effective Date shall be entitled to all benefits payable by Sky in accordance with Sky’s standard severance policy for employees (excluding any retention payments thereunder), with credit for years Time. The Employees of SBI service (including years of service with SBI’s predecessors, including any entities merged into SBI or KBI and Kentucky Bank with respect to which service no prior severance payments were made to such employees) and reduced (but not below zero) by any amounts payable to such employees under SBI’s severance compensation program; and Sky also shall pay each such terminated employee for all unused vacation time based upon each such terminated employee’s years of service as of the date of termination of employment, up to maximum of one year’s vacation time. (b) From and after the Effective Time, SBI employees shall continue to participate in the SBI employee benefit plans KBI Compensation and Benefit Plans in effect at the Effective Time unless and until SkyPeoples, in its sole discretion, shall determine that SBI employees the Employees of KBI and Kentucky Bank shall, subject to applicable eligibility requirements, participate in employee benefit plans of Sky, Peoples and that all or some of the SBI plans KBI Compensation and Benefit Plans shall be frozen, terminated or merged into certain employee benefit plans of SkyPeoples. SBI employees continuing to be employed by Sky shall receive credit for service at SBI for eligibility Notwithstanding the foregoing, each KBI Employee and vesting purposes under Sky’s Kentucky Bank Employee who becomes an employee benefit plans of Peoples following the Effective Time (but not for benefit calculation purposes), except as otherwise required by law or regulation. Any employees terminated by Sky excluding C. Ronald Christmas) shall be entitled xx xxrticipate thereafter in every Peoples benefit plan generally made available to elect soother similarly-called “COBRA” in accordance with, situated employees of Peoples and subject to, the provisions of Code Section 4980B(f). Each SBI employee such continuing employees shall be credited with years of SBI service (including 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 SBI’s predecessors, to the same extent that SBI credited such service, a predecessor (including any entities merged into SBI business organization acquired by KBI or 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 SkyPeoples, and shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under SBI’s welfare plans the KBI Compensation and Benefit Plans immediately prior to the Effective DateTime, or to any waiting period relating to such coverage. If, after the Effective DateTime, Sky 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, Sky Peoples shall credit similarly-situated employees and executives of SBI KBI and Kentucky Bank with equivalent credit for service with SBI KBI, Kentucky Bank or its predecessors (including any entities merged into SBI or Bank)their respective predecessors, to the same extent that SBI credited years of service credit would have been given by KBI or the appropriate Kentucky Bank for years of service with its predecessors. (c) a predecessor of KBI or Kentucky Bank. The foregoing covenants of this Section 6.13 shall survive the Merger.

Opportunity of Employment; Employee Benefits. (a) Sky will make a good faith effort endeavor to provide the existing retain as many current officers and employees of SBI as is commercially reasonable and possible, consistent with the opportunity to continue as employees on the Effective Date, subject, however, to the right of Sky Workforce Redesign Process and its Subsidiaries, and the Bank, to terminate any such employees (i) for cause; or (ii) pursuant to procedures set forth in the Sky workforce redesign process; or (iii) pursuant to the implementation of Sky’s regional banking template; or (iv) to eliminate the redundancy of employment positions. Prior to the Effective Time, pursuant to and in accordance with specific directions from Sky, SBI agrees to issue, and cause the Bank to issue, Worker Adjustment and Retraining Act notices (so-called WARN notices) to employees of SBI and the Bank who Sky determines will not be employed on or after the Effective Time pursuant to the employment termination provisions of the foregoing sentence; provided, however, that any such WARN notices shall be (aa) for employment terminations on or after the Effective Time, and (bb) given to affected employees at least sixty (60) days in advance of their termination dates. It is understood and agreed that nothing in this Section 6.13 6.17 or elsewhere in this Agreement shall be deemed to be a contract Contract of employment or be construed to give said employees any rights other than as employees at will under applicable law Law and said employees shall not be deemed to be third-party beneficiaries of this provision. Each existing SBI employee who is terminated by SBI (with Sky’s prior written consent) or Sky or one of their Subsidiaries (which shall include the Bank commencing on the Effective Date) at any time until the end of the first whole year following the Effective Date shall be entitled to all benefits payable by Sky in accordance with Sky’s standard severance policy for employees (excluding any retention payments thereunder), with credit for years of SBI service (including years of service with SBI’s predecessors, including any entities merged into SBI or Bank with respect to which service no prior severance payments were made to such employees) and reduced (but not below zero) by any amounts payable to such employees under SBI’s severance compensation program; and Sky also shall pay each such terminated employee for all unused vacation time based upon each such terminated employee’s years of service as of the date of termination of employment, up to maximum of one year’s vacation time. (b) From and after the Effective Time, SBI Belmont employees shall continue to participate in the SBI Belmont employee benefit plans in effect at the Effective Time unless and until Sky, in its sole discretion, shall determine that SBI Belmont employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of Sky, Sky and that all or some of the SBI Belmont plans shall be frozen, terminated or merged into certain employee benefit plans of Sky. SBI Belmont employees continuing to be employed by Sky shall receive credit for service at SBI Belmont and its Subsidiaries for eligibility and vesting purposes under Sky’s employee benefit plans (but not for benefit calculation purposes)) under Sky’s employee benefit plans and shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under Belmont’s welfare plans immediately prior to the Effective Date, or to any waiting period relating to such coverage, except in each case as otherwise required by law or regulationapplicable Law. Belmont employees continuing to be employed by Sky shall receive credit for unused sick time up to 80 hours, and shall be paid for any unused sick time in excess thereof. Any employees terminated by Sky shall be paid for all of their unused vacation and sick time and shall be entitled to elect so-called “COBRA” in accordance with, and subject to, the provisions of Code Section 4980B(f). (c) Sky agrees to make all severance, change of control or similar payments to any Belmont employees in accordance with the employment and retention Contracts set forth in Section 6.17(c) of Belmont’s Disclosure Schedule. Each SBI employee shall be credited with years of SBI service (including years of service with SBI’s predecessors, Notwithstanding anything to the same extent that SBI credited such servicecontrary in this Agreement or elsewhere, including any entities merged into SBI or Bank) for purposes of eligibility Wxxxxx X. Xxxx and vesting in the employee benefit plans of SkyJxxx X. Xxxxx shall receive, and shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under SBI’s welfare plans immediately prior to the Effective DateTime, the severance payment to which each is entitled in accordance with the terms of their change in control agreements upon a “Change in Control” as defined therein. (d) Excepting the individuals covered by employment and retention Contracts set forth in Section 6.15(c) of Belmont’s Disclosure Schedule, Sky agrees (i) that any officer or to any waiting period relating to such coverage. If, employee of Belmont or its Subsidiaries who is terminated after the Effective Date, Sky adopts a new plan or program for its employees or executives, then Date shall be entitled to receive such severance compensation as is payable pursuant to the extent its employees or executives receive past service credits for any reasonSky Financial Group, Sky shall credit similarly-situated employees and executives Inc. Severance Pay Plan, calculated by aggregating periods of SBI with equivalent credit for service with SBI Belmont and Sky and (ii) that any officer or employee of Belmont or its predecessors (including any entities merged into SBI or Bank), Subsidiaries who is terminated at the Effective Date shall be entitled to receive such severance compensation as is payable pursuant to the same extent that SBI credited Sky Financial Group, Inc. Severance Pay Plan, calculated as if the terminated employee had become an employee of Sky Financial, by aggregating periods of service with its predecessorsBelmont and Sky and by assuming a Pay Grade consistent with the highest Sky Pay Grade to which the terminated employee would have been assigned had they been employed by Sky after the Effective Date at the same rate of compensation received from Belmont at the Effective Time. (c) The covenants of this Section 6.13 shall survive the Merger.

Opportunity of Employment; Employee Benefits. (a) Sky will make a good faith effort to provide the The existing employees of SBI with PEOPLES shall have the opportunity to continue as employees of CNN or one of its Subsidiaries, on the Effective Closing Date, ; subject, however, to the right of Sky CNN and its Subsidiaries, and the Bank, in their discretion to terminate extend offers of employment to any such employees (i) for cause; or (ii) pursuant to procedures set forth in the Sky workforce redesign process; or (iii) pursuant to the implementation of Sky’s regional banking template; or (iv) to eliminate the redundancy of employment positionsemployees. Prior to the Effective TimeDate, 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 in accordance with specific directions from Sky, SBI agrees to issue, and cause except for the Bank to issue, Worker Adjustment and Retraining Act notices (so-called WARN notices) to employees of SBI and the Bank who Sky determines will not be employed on or after the Effective Time pursuant to the employment termination provisions of the foregoing sentence; provided, however, that any such WARN notices shall be (aa) for employment terminations on or after the Effective Time, and (bb) given to affected employees at least sixty (60) days in advance of their termination datesEmployment Agreement. It is understood and agreed that nothing in this Section 6.13 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. Each existing SBI employee who is terminated by SBI (with Sky’s prior written consent) or Sky or one of their Subsidiaries (which shall include the Bank commencing on the Effective Date) at any time until the end of the first whole year following the Effective Date shall be entitled to all benefits payable by Sky in accordance with Sky’s standard severance policy for employees (excluding any retention payments thereunder), with credit for years of SBI service (including years of service with SBI’s predecessors, including any entities merged into SBI or Bank with respect to which service no prior severance payments were made to such employees) and reduced (but not below zero) by any amounts payable to such employees under SBI’s severance compensation program; and Sky also shall pay each such terminated employee for all unused vacation time based upon each such terminated employee’s years of service as of the date of termination of employment, up to maximum of one year’s vacation time. (b) From and after the Effective Time, SBI PEOPLES employees shall continue to participate in the SBI PEOPLES employee benefit plans in effect at the Effective Time unless and until SkyCNN, in its sole discretion, shall determine that SBI PEOPLES employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of Sky, CNN and that all or some of the SBI PEOPLES plans shall be frozen, terminated or merged into certain employee benefit plans of SkyCNN. SBI employees continuing to be employed by Sky shall receive credit for service at SBI for eligibility and vesting purposes under Sky’s employee benefit plans (but not for benefit calculation purposes)Notwithstanding the foregoing, except as otherwise required by law or regulation. Any employees terminated by Sky shall be entitled to elect so-called “COBRA” in accordance with, and subject to, the provisions of Code Section 4980B(f). Each SBI each PEOPLES employee shall be credited with years of SBI PEOPLES (or predecessor) service (including years of service with SBI’s predecessors, to the same extent that SBI credited such service, including any entities merged into SBI or Bank) for purposes of eligibility and vesting in the employee benefit plans of SkyCNN. 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 shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under SBI’s welfare plans immediately prior to before the expiration of six months following the Effective Date, or in the amount equal to any waiting period relating to such coverage. If, after the Effective Date, Sky adopts a new plan or program one week for its employees or executives, then to the extent its employees or executives receive past service credits for any reason, Sky shall credit similarly-situated employees and executives each year of SBI with equivalent credit for service with SBI or its predecessors PEOPLES, up to a maximum of thirteen (including any entities merged into SBI or Bank)13) weeks. In computing such severance payments for non-exempt, to full time employees, overtime and bonus are excluded. In computing such severance payments for non-exempt regular part time employees, the same extent that SBI credited service with its predecessorsweekly 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. (c) The covenants of this Section 6.13 shall survive the Merger.

Opportunity of Employment; Employee Benefits. (a) Sky will make a good faith effort to provide the existing employees of SBI with the opportunity to continue as employees on the Effective Date, subject, however, to the right of Sky and its Subsidiaries, and the Bank, to terminate any such employees (i) for cause; or (ii) pursuant to procedures set forth in the Sky workforce redesign process; 37 or (iii) pursuant to the implementation of Sky’s 's regional banking template; or (iv) to eliminate the redundancy of employment positions. Prior to the Effective Time, pursuant to and in accordance with specific directions from Sky, SBI agrees to issue, and cause the Bank to issue, Worker Adjustment and Retraining Act notices (so-called WARN notices) to employees of SBI and the Bank who Sky determines will not be employed on or after the Effective Time pursuant to the employment termination provisions of the foregoing sentence; provided, however, that any such WARN notices shall be (aa) for employment terminations on or after the Effective Time, and (bb) given to affected employees at least sixty (60) days in advance of their termination dates. It is understood and agreed that nothing in this Section 6.13 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. Each existing SBI employee who is terminated by SBI (with Sky’s 's prior written consent) or Sky or one of their Subsidiaries (which shall include the Bank commencing on the Effective Date) at any time until the end of the first whole year following the Effective Date shall be entitled to all benefits payable by Sky in accordance with Sky’s 's standard severance policy for employees (excluding any retention payments thereunder), with credit for years of SBI service (including years of service with SBI’s 's predecessors, including any entities merged into SBI or Bank with respect to which service no prior severance payments were made to such employees) and reduced (but not below zero) by any amounts payable to such employees under SBI’s 's severance compensation program; and Sky also shall pay each such terminated employee for all unused vacation time based upon each such terminated employee’s 's years of service as of the date of termination of employment, up to maximum of one year’s 's vacation time. (b) From and after the Effective Time, SBI employees shall continue to participate in the SBI employee benefit plans in effect at the Effective Time unless and until Sky, in its sole discretion, shall determine that SBI employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of Sky, and that all or some of the SBI plans shall be frozen, terminated or merged into certain employee benefit plans of Sky. SBI employees continuing to be employed by Sky shall receive credit for service at SBI for eligibility and vesting purposes under Sky’s 's employee benefit plans (but not for benefit calculation purposes), except as otherwise required by law or regulation. Any employees terminated by Sky shall be entitled to elect so-called “"COBRA” " in accordance with, and subject to, the provisions of Code Section 4980B(f). Each SBI employee shall be credited with years of SBI service (including years of service with SBI’s 's predecessors, to the same extent that SBI credited such service, including any entities merged into SBI or Bank) for purposes of eligibility and vesting in the employee benefit plans of Sky, and shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under SBI’s 's welfare plans immediately prior to the Effective Date, or to any waiting period relating to such coverage. If, after the Effective Date, Sky 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, Sky shall credit similarly-situated employees and executives of SBI with equivalent credit for service with SBI or its predecessors (including any entities merged into SBI or Bank), to the same extent that SBI credited service with its predecessors. (c) The covenants of this Section 6.13 shall survive the Merger.

Opportunity of Employment; Employee Benefits. (a) Sky will make a good faith effort to provide the The existing employees of SBI with SNB and the Bank shall have the opportunity to continue as employees on of Park or one of its Subsidiaries, at the Effective Date, Time; subject, however, to the right of Sky Park and its Subsidiaries, and the Bank, Subsidiaries to terminate any such employees (i) for "cause; or (ii) pursuant to procedures set forth in the Sky workforce redesign process; or (iii) pursuant to the implementation of Sky’s regional banking template; or (iv) to eliminate the redundancy of employment positions. Prior to the Effective Time, pursuant to and in accordance with specific directions from Sky, SBI agrees to issue, and cause the Bank to issue, Worker Adjustment and Retraining Act notices (so-called WARN notices) to employees of SBI and the Bank who Sky determines will not be employed on or after the Effective Time pursuant to the employment termination provisions of the foregoing sentence; provided, however, that any such WARN notices shall be (aa) for employment terminations on or after the Effective Time, and (bb) given to affected employees at least sixty (60) days in advance of their termination dates. ." It is understood and agreed that nothing in this Section 6.13 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. Each existing SBI employee who is terminated by SBI (with Sky’s prior written consent) or Sky or one of their Subsidiaries (which shall include the Bank commencing on the Effective Date) at any time until the end of the first whole year following the Effective Date shall be entitled to all benefits payable by Sky in accordance with Sky’s standard severance policy for employees (excluding any retention payments thereunder), with credit for years of SBI service (including years of service with SBI’s predecessors, including any entities merged into SBI or Bank with respect to which service no prior severance payments were made to such employees) and reduced (but not below zero) by any amounts payable to such employees under SBI’s severance compensation program; and Sky also shall pay each such terminated employee for all unused vacation time based upon each such terminated employee’s years of service as of the date of termination of employment, up to maximum of one year’s vacation time. (b) From and after the Effective Time, SBI SNB and Bank employees shall continue to participate in the SBI employee benefit plans SNB Compensation and Benefit Plans (other than the SNB Stock Option Plan) in effect at the Effective Time unless and until SkyPark, in its sole discretion, shall determine that SBI SNB and Bank employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of Sky, Park and that all or some of the SBI plans SNB Compensation and Benefit Plans shall be frozen, terminated or merged into certain employee benefit plans of SkyPark. SBI employees continuing to be employed by Sky shall receive credit for service at SBI for eligibility Notwithstanding the foregoing, each SNB employee and vesting purposes under Sky’s employee benefit plans (but not for benefit calculation purposes), except as otherwise required by law or regulation. Any employees terminated by Sky shall be entitled to elect so-called “COBRA” in accordance with, and subject to, the provisions of Code Section 4980B(f). Each SBI each Bank employee shall be credited with years of SBI service (including with SNB, the Bank and, to the extent credit would have been given by SNB or the Bank for years of service with SBI’s predecessors, to the same extent that SBI credited such service, a predecessor (including any entities merged into SBI or 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 SkyPark, and shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under SBI’s welfare plans SNB's Compensation and Benefit Plans immediately prior to the Effective DateTime, or to any waiting period relating to such coverage. If, after the Effective DateTime, Sky 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, Sky Park shall credit similarly-situated employees and executives of SBI SNB and the Bank with equivalent credit for service with SBI SNB, the Bank or its predecessors (including any entities merged into SBI or the Bank)'s predecessors, to the same extent that SBI credited years of service credit would have been given by SNB or the Bank for years of service with its predecessors. (c) a predecessor of the Bank. The foregoing covenants of this Section 6.13 shall survive the Merger, and Park shall before the Effective 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. (a) Sky will make a good faith effort endeavor to provide the existing retain as many current officers and employees of SBI as is commercially reasonable and possible, consistent with the opportunity to continue as employees on the Effective Date, subject, however, to the right of Sky Workforce Redesign Process and its Subsidiaries, and the Bank, to terminate any such employees (i) for cause; or (ii) pursuant to procedures set forth in the Sky workforce redesign process; or (iii) pursuant to the implementation of Sky’s regional banking template; or (iv) to eliminate the redundancy of employment positions. Prior to the Effective Time, pursuant to and in accordance with specific directions from Sky, SBI agrees to issue, and cause the Bank to issue, Worker Adjustment and Retraining Act notices (so-called WARN notices) to employees of SBI and the Bank who Sky determines will not be employed on or after the Effective Time pursuant to the employment termination provisions of the foregoing sentence; provided, however, that any such WARN notices shall be (aa) for employment terminations on or after the Effective Time, and (bb) given to affected employees at least sixty (60) days in advance of their termination dates. It is understood and agreed that nothing in this Section 6.13 6.17 or elsewhere in this Agreement shall be deemed to be a contract Contract of employment or be construed to give said employees any rights other than as employees at will under applicable law Law and said employees shall not be deemed to be third-party beneficiaries of this provision. Each existing SBI employee who is terminated by SBI (with Sky’s prior written consent) or Sky or one of their Subsidiaries (which shall include the Bank commencing on the Effective Date) at any time until the end of the first whole year following the Effective Date shall be entitled to all benefits payable by Sky in accordance with Sky’s standard severance policy for employees (excluding any retention payments thereunder), with credit for years of SBI service (including years of service with SBI’s predecessors, including any entities merged into SBI or Bank with respect to which service no prior severance payments were made to such employees) and reduced (but not below zero) by any amounts payable to such employees under SBI’s severance compensation program; and Sky also shall pay each such terminated employee for all unused vacation time based upon each such terminated employee’s years of service as of the date of termination of employment, up to maximum of one year’s vacation time. (b) From and after the Effective Time, SBI Belmont employees shall continue to participate in the SBI Belmont employee benefit plans in effect at the Effective Time unless and until Sky, in its sole discretion, shall determine that SBI Belmont employees shall, subject to applicable eligibility requirements, participate in employee benefit plans of Sky, Sky and that all or some of the SBI Belmont plans shall be frozen, terminated or merged into certain employee benefit plans of Sky. SBI Belmont employees continuing to be employed by Sky shall receive credit for service at SBI Belmont and its Subsidiaries for eligibility and vesting purposes under Sky’s employee benefit plans (but not for benefit calculation purposes)) under Sky’s employee benefit plans and shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under Belmont’s welfare plans immediately prior to the Effective Date, or to any waiting period relating to such coverage, except in each case as otherwise required by law or regulationapplicable Law. Belmont employees continuing to be employed by Sky shall receive credit for unused sick time up to 80 hours, and shall be paid for any unused sick time in excess thereof. Any employees terminated by Sky shall be paid for all of their unused vacation and sick time and shall be entitled to elect so-called “COBRA” in accordance with, and subject to, the provisions of Code Section 4980B(f). (c) Sky agrees to make all severance, change of control or similar payments to any Belmont employees in accordance with the employment and retention Contracts set forth in Section 6.17(c) of Belmont’s Disclosure Schedule. Each SBI employee shall be credited with years of SBI service (including years of service with SBI’s predecessors, Notwithstanding anything to the same extent that SBI credited such servicecontrary in this Agreement or elsewhere, including any entities merged into SBI or Bank) for purposes of eligibility Xxxxxx X. Xxxx and vesting in the employee benefit plans of SkyXxxx X. Xxxxx shall receive, and shall not be subject to any exclusion or penalty for pre-existing conditions that were covered under SBI’s welfare plans immediately prior to the Effective DateTime, the severance payment to which each is entitled in accordance with the terms of their change in control agreements upon a “Change in Control” as defined therein. (d) Excepting the individuals covered by employment and retention Contracts set forth in Section 6.15(c) of Belmont’s Disclosure Schedule, Sky agrees (i) that any officer or to any waiting period relating to such coverage. If, employee of Belmont or its Subsidiaries who is terminated after the Effective Date, Sky adopts a new plan or program for its employees or executives, then Date shall be entitled to receive such severance compensation as is payable pursuant to the extent its employees or executives receive past service credits for any reasonSky Financial Group, Sky shall credit similarly-situated employees and executives Inc. Severance Pay Plan, calculated by aggregating periods of SBI with equivalent credit for service with SBI Belmont and Sky and (ii) that any officer or employee of Belmont or its predecessors (including any entities merged into SBI or Bank), Subsidiaries who is terminated at the Effective Date shall be entitled to receive such severance compensation as is payable pursuant to the same extent that SBI credited Sky Financial Group, Inc. Severance Pay Plan, calculated as if the terminated employee had become an employee of Sky Financial, by aggregating periods of service with its predecessorsBelmont and Sky and by assuming a Pay Grade consistent with the highest Sky Pay Grade to which the terminated employee would have been assigned had they been employed by Sky after the Effective Date at the same rate of compensation received from Belmont at the Effective Time. (c) The covenants of this Section 6.13 shall survive the Merger.