Common use of Termination of 401(k) Plan Clause in Contracts

Termination of 401(k) Plan. At Parent’s written request, delivered no later than fifteen (15) days prior to the Closing, the Company shall terminate the Furmanite Corporation 401(k) Savings and Investment Plan (the “Company 401(k) Plan”) effective immediately prior to the Closing Date and contingent upon the occurrence of the Closing, and upon such termination, shall cease all further contributions to the Company 401(k) Plan for pay periods beginning on and after the Closing Date and, to the extent the Company 401(k) Plan provides for loans to participants, and upon such termination, shall cease making any such additional loans effective immediately prior to the Closing Date. If Parent does not instruct the Company to terminate the Company 401(k) Plan, nothing herein shall be deemed to prevent the Surviving Corporation or Parent from terminating the Company 401(k) Plan following the Closing in accordance with applicable Law. In the event that Parent instructs the Company to terminate the Company 401(k) Plan, (a) prior to the Closing Date and thereafter (as applicable), the Company and Parent shall take any and all action as may be required, including amendments to the Company 401(k) Plan and/or the corresponding 401(k) plan sponsored or maintained by Parent or one of its Subsidiaries (the “Parent 401(k) Plan”) to comply with applicable Law, (b) subject to the receipt of a favorable IRS determination letter with respect to the termination of the Company 401(k) Plan, to permit each employee of the Company and its Subsidiaries who continues to be employed by Parent or its Subsidiaries (including, for the avoidance of doubt the Surviving Corporation and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Employee”) to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including of loans) in cash or notes (in the case of loans) in an amount equal to the eligible rollover distribution portion of the account balance distributable to such Continuing Employee from the Company 401(k) Plan to the corresponding Parent 401(k) Plan, and (c) upon any termination of the Company 401(k) Plan in accordance with this Section 6.03, the Continuing Employees shall be eligible to participate, effective as of the Effective Time, in the Parent 401(k) Plan.

Termination of 401(k) Plan. At Parent’s written request, delivered no later than fifteen (15) Unless otherwise directed in writing by Parent at least five business days prior to the Closingconsummation of the Offer, and to the extent permitted by Applicable Law, the Company shall will terminate the Furmanite Corporation any and all Employee Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) Savings and Investment Plan of the Code, effective as of the day immediately preceding the date the Company becomes a member of the same Controlled Group of Corporations (as defined in Section 414(b) of the Code) as Parent (the “Company 401(k) PlanTermination Date”). The Company shall provide Parent evidence that such resolutions to terminate the 401(k) effective plan(s) of the Company and its Subsidiaries have been adopted by the Company Board or the board of directors of its Subsidiaries, as applicable. The form and substance of such resolutions shall be subject to the reasonable approval of Parent. The Company shall also take such other actions in furtherance of terminating any such 401(k) plans as Parent may reasonably request. Immediately prior to the 401(k) Termination Date, the Company will make (or cause to be made) all necessary payments to fund the contributions (i) necessary or required to maintain the tax-qualified status of any such 401(k) plan and (ii) for elective deferrals made pursuant to any such 401(k) plan for the period prior to its termination. As promptly as practicable after the 401(k) Termination Date and subject to the terms of Parent’s 401(k) plan, Parent shall permit all employees of the Company and its Subsidiaries who were eligible to participate in any such 401(k) plan immediately prior to the Closing 401(k) Termination Date and contingent upon the occurrence of the Closingto participate in Parent’s 401(k) plan, and upon such termination, shall cease all further contributions to the Company 401(k) Plan for pay periods beginning on and after the Closing Date and, to the extent permitted by the Company 401(k) Plan provides for loans to participants, and upon such terminationterms of the applicable plan, shall cease making any such additional loans effective immediately prior to the Closing Date. If Parent does not instruct the Company to terminate the Company 401(k) Plan, nothing herein shall be deemed to prevent the Surviving Corporation or Parent from terminating the Company 401(k) Plan following the Closing in accordance with applicable Law. In the event that Parent instructs the Company to terminate the Company 401(k) Plan, (a) prior to the Closing Date and thereafter (as applicable), the Company and Parent shall take any and all action as may be required, including amendments to the Company 401(k) Plan and/or the corresponding 401(k) plan sponsored or maintained by Parent or one of its Subsidiaries (the “Parent 401(k) Plan”) to comply with applicable Law, (b) subject to the receipt of a favorable IRS determination letter with respect to the termination of the Company 401(k) Plan, to permit each continuing employee of the Company and its Subsidiaries who continues to be employed elect to roll over his or her account balance from any terminated 401(k) plan maintained by Parent the Company or its Subsidiaries (including, for the avoidance any of doubt the Surviving Corporation and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Employee”) to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including of loans) in cash or notes (in the case of loans) in an amount equal to the eligible rollover distribution portion of the account balance distributable to such Continuing Employee from the Company Parent’s 401(k) Plan to the corresponding Parent 401(k) Plan, and (c) upon any termination of the Company 401(k) Plan in accordance with this Section 6.03, the Continuing Employees shall be eligible to participate, effective as of the Effective Time, in the Parent 401(k) Planplan.

Termination of 401(k) Plan. At Parent’s written requestThe Purchaser and the Company agree and covenant, delivered no later than fifteen (15) days prior with respect to the Closingcurrently existing 401(k) Plan of the Company (the "Company Plan"), as follows: (a) the Purchaser shall not make any material amendment to the Company Plan without the prior written consent of the Stockholders, except as required by law, court order, or the rules or regulations of applicable governmental authorities including, but not limited to, the United States Department of Labor and the Internal Revenue Service ("IRS"); (b) the Purchaser shall permit each Stockholder to remain as a trustee under the Company Plan until the Company Plan is terminated and all benefits under the Company Plan have been paid; provided, however, that the Purchaser, in its sole discretion, shall have the right to (i) appoint additional trustees under the Company Plan or (ii) remove a Stockholder as a trustee in the event the Company Plan is not administered and maintained in full compliance with all applicable laws, rules, and regulations, or a Stockholder acts with negligence or willful misconduct in his administration of the Company Plan. The Company and the Stockholders hereby acknowledge and agree that any defect or noncompliance in the Company Plan or its administration by a Stockholder is an Indemnified Claim (as defined in Section 5.01 herein), and the Purchaser shall have all rights with regard to such Indemnified Claim that are provided for in Article 5 of this Agreement; (c) the Company shall terminate the Furmanite Corporation 401(k) Savings Company Plan effective as of the Effective Date and Investment Plan (the “Company 401(k) Plan”) effective immediately prior to Closing; (d) the Closing Date and contingent upon Purchaser shall amend the occurrence Company Plan to allow for the full vesting of the Closing, and upon such termination, shall cease all further contributions accounts subject to the Company 401(k) Plan for pay periods beginning on and after the Closing Date and, to the extent the Company 401(k) Plan provides for loans to participants, and upon such termination, shall cease making any such additional loans effective immediately prior to the Closing Date. If Parent does not instruct the Company to terminate the Company 401(k) Plan, nothing herein shall be deemed to prevent the Surviving Corporation or Parent from terminating the Company 401(k) Plan following the Closing in accordance with applicable Law. In the event that Parent instructs the Company to terminate the Company 401(k) Plan, (a) prior to the Closing Date and thereafter (as applicable), the Company and Parent shall take any and all action as may be required, including amendments to the Company 401(k) Plan and/or the corresponding 401(k) plan sponsored or maintained by Parent or one of its Subsidiaries (the “Parent 401(k) Plan”) to comply with applicable Law, (b) subject to the receipt of a favorable IRS determination letter with respect to the termination of the Company 401(kPlan; (e) Plan, the Purchaser shall take all actions as are reasonably necessary to permit each employee of submit the Company and its Subsidiaries who continues to be employed by Parent or its Subsidiaries (including, for the avoidance of doubt the Surviving Corporation and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Employee”) to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including of loans) in cash or notes (in the case of loans) in an amount equal to the eligible rollover distribution portion of the account balance distributable to such Continuing Employee from the Company 401(k) Plan to the corresponding Parent 401(k) Plan, and (c) upon any IRS for a "determination letter" that termination of the Company 401(kPlan will not adversely affect the Company Plan's qualified status; provided, however, that if the Purchaser does not receive such a determination letter due to problems in the Company Plan or the administration thereof, then the Purchaser shall be under no further duty to obtain such a determination letter; (f) Plan in accordance with this Section 6.03As soon as administratively possible after receipt of a determination letter from the IRS, and to the extent permitted by law, the Continuing Employees shall be eligible to participate, effective as Purchaser will distribute the assets of the Effective TimeCompany Plan to the Company Plan's participants, in unless such distribution would adversely affect the Parent 401(k) Planqualified status of the Company Plan under any applicable law.

Termination of 401(k) Plan. At Parent’s written requestThe Company shall take (or cause to be taken) all actions necessary or appropriate to terminate, delivered effective no later than fifteen the day immediately preceding the Closing Date, any Plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code (15the “401(k) Plans”), unless the Acquirer or one of its Affiliates, in its sole and absolute discretion, agrees to sponsor and maintain such 401(k) Plans by providing the Company with written notice of such election at least five (5) days before the Closing. Unless the Acquirer or one of its Affiliates provides such notice to the Company, the Acquirer shall receive from the Company, prior to the Closing, evidence that the board of directors of the Company shall has adopted resolutions to terminate the Furmanite Corporation 401(k) Savings and Investment Plan Plans (the “Company 401(k) Plan”) effective immediately prior form and substance of which resolutions shall be subject to the Closing Date review and contingent upon the occurrence approval of the ClosingAcquirer), and upon such termination, shall cease all further contributions to effective no later than the Company 401(k) Plan for pay periods beginning on and after the Closing Date and, to the extent the Company 401(k) Plan provides for loans to participants, and upon such termination, shall cease making any such additional loans effective date immediately prior to preceding the Closing Date. If Parent does not instruct the Company to terminate the Company 401(k) Plan, nothing herein shall be deemed to prevent the Surviving Corporation or Parent from terminating the Company 401(k) Plan following the Closing in accordance with applicable Law. In the event that Parent instructs the distributions of assets from the trust of a 401(k) Plan which is terminated is reasonably anticipated to trigger liquidation charges, surrender charges or other fees to be imposed upon the account of any participant or beneficiary of such terminated plan or upon the Company to terminate or plan sponsor, then the Company shall take (or cause to be taken) such actions as are necessary to reasonably estimate the amount of such charges and/or fees and provide such estimate in writing to the Acquirer prior to the Closing. The Company shall take (or cause to be taken) such other actions in furtherance of terminating such 401(k) Plans as the Acquirer may reasonably require. If the Acquirer, in its sole and absolute discretion, agrees to sponsor and maintain any 401(k) Plan, (a) prior to the Closing Date and thereafter (as applicable), the Company and Parent shall take any and all action as may be required, including amendments to the Company 401(k) Plan and/or the corresponding 401(k) plan sponsored or maintained by Parent or one of its Subsidiaries (the “Parent amend such 401(k) Plan”) to comply with applicable Law, (b) subject to the receipt of a favorable IRS determination letter with respect to the termination of the Company 401(k) Plan, to permit each employee of the Company and its Subsidiaries who continues to be employed by Parent or its Subsidiaries (including, for the avoidance of doubt the Surviving Corporation and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Employee”) to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including of loans) in cash or notes (in the case of loans) in an amount equal to the eligible rollover distribution portion of the account balance distributable to such Continuing Employee from the Company 401(k) Plan to the corresponding Parent 401(k) Plan, and (c) upon any termination of the Company 401(k) Plan in accordance with this Section 6.03, the Continuing Employees shall be eligible to participate, effective as of the Effective TimeClosing, to the extent necessary to limit participation to employees of the Company and to exclude all employees of the Acquirer and its Subsidiaries (other than the Company) from participation in the Parent 401(k) Plansuch plan.

Termination of 401(k) Plan. At Parent’s written request, delivered no later than fifteen (15) days prior Prior to the ClosingEffective Time and subject to the consummation of the Merger, the Company shall cause to be adopted resolutions of its board of directors and shall take all steps necessary to terminate, and/or terminate the Furmanite Corporation its participation in, any and all employee benefit plans intended to comply with Section 401(k) Savings and Investment Plan of the Code (collectively, the “Company 401(k) Plan”). Such termination shall be effective no later than immediately preceding the Effective Time. In furtherance thereof, the Company agrees that Guaranty shall be authorized and permitted to appoint a committee (the “Committee”), if necessary, to serve from and after the Effective Time to complete all administration related to the termination of the 401(k) effective immediately Plan not completed prior to the Closing Date and contingent upon the occurrence of the ClosingEffective Time, and upon such termination, shall cease all further contributions to the Company serve as plan administrator of any 401(k) Plan for pay periods beginning on and after the Closing Date and, Plan. The Company further agrees with respect to the extent the Company any 401(k) Plan provides for loans plan being terminated: (a) to participants, and upon such termination, shall cease making any such additional loans effective immediately prior to amend the Closing Date. If Parent does not instruct the Company to terminate the Company 401(k) Plan, nothing herein shall be deemed as necessary, to prevent accomplish the Surviving Corporation or Parent from terminating termination and reserve the Company power in the Committee to further amend the 401(k) Plan following the Closing in accordance date of termination to the extent necessary to comply with applicable Law. In all Applicable Law or to facilitate the event that Parent instructs termination thereof and obtain a favorable determination letter as to the Company to terminate effect of the Company termination on the qualified status of the 401(k) Plan, ; (ab) prior to authorize the Closing Date and thereafter (as applicable), filing of the Company and Parent shall take any and all action as may be required, including amendments to the Company 401(k) Plan and/or by the corresponding 401(k) plan sponsored or maintained by Parent or one of its Subsidiaries (Committee with the “Parent 401(k) Plan”) to comply with applicable Law, (b) subject Internal Revenue Service for a determination letter as to the receipt effect of a favorable IRS determination letter with respect to the termination on the qualified status of the Company 401(k) Plan, to permit each employee of the Company and its Subsidiaries who continues to be employed by Parent or its Subsidiaries (including, for the avoidance of doubt the Surviving Corporation and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Employee”) to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including of loans) in cash or notes (in the case of loans) in an amount equal to the eligible rollover distribution portion of the account balance distributable to such Continuing Employee from the Company 401(k) Plan to the corresponding Parent 401(k) Plan, and authorize the payment of the application fee in connection therewith; and (c) upon any provide for the distribution of benefits from the 401(k) Plan as permitted under Applicable Law in connection with such termination after receipt of such favorable determination letter. Following the effective date of the termination of the Company 401(k) Plan, no distributions shall be made from the 401(k) Plan except: (i) as may be required by Applicable Law; or (ii) in accordance with this Section 6.03, the Continuing Employees shall be eligible to participate, effective as terms of the Effective Time, 401(k) Plan regarding distributable events in the Parent 401(k) Planordinary course other than due to such termination (e.g., retirement or termination of employment), until receipt of such favorable determination letter.

Termination of 401(k) Plan. At Parent’s written request, delivered no later than fifteen (15) days prior Prior to the ClosingEffective Time and subject to the consummation of the Merger, the Company shall cause to be adopted resolutions of the Company Board, and shall take all other steps necessary, to terminate, and/or terminate the Furmanite Corporation its participation in, any and all Company Benefit Plans intended to comply with Section 401(k) Savings and Investment Plan of the Code (collectively, the “Company 401(k) Plan”). Such termination shall be effective no later than immediately preceding the Effective Time. In furtherance thereof, the Company agrees that Acquiror shall be authorized and permitted to appoint a committee (the “Committee”), if necessary, to serve from and after the Effective Time to complete all administration related to the termination of the 401(k) effective immediately Plan not completed prior to the Closing Date and contingent upon the occurrence of the ClosingEffective Time, and upon such termination, shall cease all to serve as plan administrator of any 401(k) Plan. The Company further contributions agrees with respect to the Company any 401(k) Plan for pay periods beginning on and after being terminated: (a) to amend the Closing Date and, to the extent the Company 401(k) Plan provides for loans to participants, and upon such termination, shall cease making any such additional loans effective immediately prior to the Closing Date. If Parent does not instruct the Company to terminate the Company 401(k) Plan, nothing herein shall be deemed as necessary, to prevent accomplish the Surviving Corporation or Parent from terminating termination and reserve the Company power in the Committee to further amend the 401(k) Plan following the Closing in accordance date of termination to the extent necessary to comply with all applicable Law. In Legal Requirements or to facilitate the event that Parent instructs termination thereof and obtain from the Company IRS a favorable determination letter as to terminate the Company effect of the termination on the qualified status of the 401(k) Plan, ; (ab) prior to authorize the Closing Date and thereafter (as applicable), filing of the Company and Parent shall take any and all action as may be required, including amendments to the Company 401(k) Plan and/or by the corresponding 401(k) plan sponsored or maintained by Parent or one of its Subsidiaries (Committee with the “Parent 401(k) Plan”) to comply with applicable Law, (b) subject IRS for a determination letter as to the receipt effect of a favorable IRS determination letter with respect to the termination on the qualified status of the Company 401(k) Plan, to permit each employee of the Company and its Subsidiaries who continues to be employed by Parent or its Subsidiaries (including, for the avoidance of doubt the Surviving Corporation and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Employee”) to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including of loans) in cash or notes (in the case of loans) in an amount equal to the eligible rollover distribution portion of the account balance distributable to such Continuing Employee from the Company 401(k) Plan to the corresponding Parent 401(k) Plan, and authorize the payment of the application fee in connection therewith; and (c) upon any provide for the distribution of benefits from the 401(k) Plan as permitted under applicable Legal Requirements in connection with such termination after receipt of such favorable determination letter. Following the effective date of the termination of the Company 401(k) Plan, no distributions shall be made from the 401(k) Plan except: (i) as may be required by applicable Legal Requirements; or (ii) in accordance with this Section 6.03, the Continuing Employees shall be eligible to participate, effective as terms of the Effective Time, 401(k) Plan regarding distributable events in the Parent ordinary course other than due to such termination of the 401(k) PlanPlan (e.g., retirement or termination of employment), until receipt of such favorable determination letter.

Termination of 401(k) Plan. At Parent’s written requestThe Company shall take (or cause to be taken) all actions necessary or appropriate to terminate, delivered effective no later than fifteen (15) days prior to the Closingday immediately preceding the Closing Date, the Company shall terminate the Furmanite Corporation 401(k) Savings and Investment AssureRx Health Retirement Plan (the “Company 401(k) Plan”) effective immediately prior unless Parent, in its sole and absolute discretion, agrees to sponsor and maintain the Closing Date and contingent upon the occurrence of the Closing, and upon such termination, shall cease all further contributions to the Company 401(k) Plan for pay periods beginning on and after the Closing Date and, to the extent by providing the Company 401(kwith written notice of such election (an “Election Notice”) Plan provides for loans to participants, and upon such termination, shall cease making any such additional loans effective immediately at least five (5) Business Days prior to the Closing Date. If Unless Parent does not instruct provides an Election Notice to the Company, the Company shall deliver to Parent, prior to the Closing Date, evidence that the Company’s board of directors has validly adopted resolutions to terminate the Company 401(k) Plan (the form and substance of which resolutions shall be reasonably satisfactory to Parent), effective no later than the date immediately preceding the Closing Date. In connection with the termination of the 401(k) Plan, nothing herein shall be deemed to prevent the Surviving Corporation or Parent from terminating the Company 401(k) Plan following the Closing in accordance with applicable Law. In the event that Parent instructs the Company to terminate the Company 401(k) Plan, (a) prior to the Closing Date and thereafter (as applicable), the Company and Parent shall take any and all action as may be required, including amendments to the Company 401(k) Plan and/or the corresponding 401(k) plan sponsored or maintained by Parent or one of its Subsidiaries (the “Parent 401(k) Plan”) to comply with applicable Law, (b) subject to the receipt of a favorable IRS determination letter with respect to the termination of the Company 401(k) Plan, to permit each Acquired Company employee of the Company and its Subsidiaries who continues to be employed by Parent or its Subsidiaries (including, for the avoidance of doubt the Surviving Corporation and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Employee”) to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including of loans) in cash or notes (in the case of all participant loans) in an amount equal to the eligible rollover distribution portion of the account balance distributable distributed to each such Continuing Employee Acquired Company employee from the Company 401(k) Plan to an “eligible retirement plan” (within the corresponding meaning of Section 401(a)(31) of the Code) of Parent or any of its Affiliates (the “Parent 401(k) Plan, and (c) upon any termination ”). In the event that the distributions of assets from the Company trust of a 401(k) Plan which is terminated is reasonably anticipated to trigger liquidation charges, surrender charges, or other fees to be imposed upon the account of any participant or beneficiary of such terminated plan or upon any Company or plan sponsor, then the Company shall take such actions as are necessary to reasonably estimate the amount of such charges or fees and provide such estimate in accordance with this Section 6.03, the Continuing Employees shall be eligible writing to participate, effective as of Parent prior to the Effective Time, in the Parent 401(k) Plan.

Termination of 401(k) Plan. At Parent’s written request, delivered no later than fifteen (15) days prior VCBank shall take all necessary actions to the Closing, the Company shall terminate the Furmanite Corporation 401(kVisalia Community Bank 401(K) Savings and Investment Profit Sharing Plan (the “Company 401(k) Plan”) effective immediately prior to the Closing Date and contingent upon the occurrence of the Closing, and upon such termination, shall cease all further contributions to the Company 401(k) Plan for pay periods beginning on and after the Closing Date and, to the extent the Company 401(k) Plan provides for loans to participants, and upon such termination, shall cease making any such additional loans effective immediately prior to the Closing Date. If Parent does Such actions shall include, but shall not instruct be limited to, the Company adoption by VCBank’s Board of Directors prior to terminate the Company Closing of a resolution in a form and substance satisfactory to CVCY pursuant to which: (a) The 401(k) Plan is terminated effective as of the date immediately preceding the Closing Date (the “Plan Termination Date”). (b) No person is permitted to become a participant in the 401(k) Plan after the Plan Termination Date. (c) No contributions are made to the 401(k) Plan with respect to service or compensation after the Plan Termination Date. (d) All persons who are or have been participants in the 401(k) Plan shall be fully vested in their accounts under the 401(k) Plan as of the Plan Termination Date to the extent required by the terms of the 401(k) Plan, nothing herein shall be deemed or as necessary to prevent keep the Surviving Corporation or Parent from terminating the Company 401(k) Plan following in compliance with all applicable requirements for tax-qualified status under Section 401(a) of the Closing in accordance with applicable Law. In the event that Parent instructs the Company to terminate the Company 401(kCode. (e) Plan, (a) prior to the Closing Date and thereafter (as applicable), the Company and Parent shall take any and all action as may be required, including amendments to the Company The 401(k) Plan and/or shall be amended in the corresponding manner and to the extent necessary to bring it into compliance with all applicable requirements for tax-qualified status under Section 401(a) of the Code. (f) On termination, the assets of the 401(k) plan sponsored or maintained by Parent or one Plan shall be distributed to participants to the extent such distribution is consistent with the requirements for tax-qualified status under Section 401(a) of its Subsidiaries (the “Parent Code and the distribution restrictions applicable under Section 401(k) Plan”of the Code (i) to comply with applicable Lawas soon as administratively feasible after either the Plan Termination Date, or (bii) subject if an application is made to the IRS for a letter of determination regarding the effect of the termination of the 401(k) Plan on its tax-qualified status, as soon as administratively feasible after either receipt of a favorable IRS determination letter with respect to such application or, if such application is withdrawn, the termination date of the Company 401(kwithdrawal. (g) Plan, to permit each employee of the Company and its Subsidiaries who continues to No loans shall be employed made by Parent or its Subsidiaries (including, for the avoidance of doubt the Surviving Corporation and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Employee”) to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including of loans) in cash or notes (in the case of loans) in an amount equal with respect to the eligible rollover distribution portion of the account balance distributable to such Continuing Employee from the Company 401(k) Plan to after the corresponding Parent 401(k) Plan, and (c) upon any termination of Plan Termination Date. Participants with outstanding loans under the Company 401(k) Plan shall continue to make loan payments after the Plan Termination Date in accordance with this Section 6.03the terms applicable to such loans. (h) Upon termination, any unallocated forfeitures held in the Continuing Employees 401(k) Plan shall be eligible to participate, effective as of allocated in accordance with the Effective Time, in the Parent 401(k) Planplan terms.

Termination of 401(k) Plan. At Parent’s written request, delivered no later than fifteen (15) days prior Prior to the ClosingEffective Time and subject to the consummation of the Merger, Company shall cause to be adopted resolutions of Company’s board of directors, and shall take all other steps necessary, to terminate, and/or terminate its participation in, any and all Company Benefit Plans intended to comply with Section 401(k) of the Code, specifically including the Iowa First Bancshares Corp. 401(k) Plan with Employee Stock Ownership Provisions (collectively, the Company shall terminate the Furmanite Corporation 401(k) Savings and Investment Plan (the “Company 401(k) Plan”). Such termination shall be effective no later than immediately preceding the Effective Time. In furtherance thereof, Company agrees that Parent shall be authorized and permitted to appoint a committee (the “Committee”), if necessary, to serve from and after the Effective Time to complete all administration related to the termination of the 401(k) effective immediately Plan not completed prior to the Closing Date and contingent upon the occurrence of the ClosingEffective Time, and upon such termination, shall cease all to serve as plan administrator of any 401(k) Plan. Company further contributions agrees with respect to the Company any 401(k) Plan for pay periods beginning on and after being terminated: (a) to amend the Closing Date and, to the extent the Company 401(k) Plan provides for loans to participants, and upon such termination, shall cease making any such additional loans effective immediately prior to the Closing Date. If Parent does not instruct the Company to terminate the Company 401(k) Plan, nothing herein shall be deemed as necessary, to prevent accomplish the Surviving Corporation or Parent from terminating termination and reserve the Company power in the Committee to further amend the 401(k) Plan following the Closing in accordance with applicable Law. In the event that Parent instructs the Company to terminate the Company 401(k) Plan, (a) prior date of termination to the Closing Date and thereafter (as applicable), the Company and Parent shall take any and all action as may be required, including amendments to the Company 401(k) Plan and/or the corresponding 401(k) plan sponsored or maintained by Parent or one of its Subsidiaries (the “Parent 401(k) Plan”) extent necessary to comply with applicable Law, Law or to facilitate the termination thereof and obtain from the IRS a favorable determination letter as to the effect of the termination on the qualified status of the 401(k) Plan; (b) subject to authorize the receipt of a favorable IRS determination letter with respect to the termination filing of the Company 401(k) Plan, to permit each employee of the Company and its Subsidiaries who continues to be employed by Parent or its Subsidiaries (including, for the avoidance of doubt the Surviving Corporation and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Employee”) to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including of loans) in cash or notes (in the case of loans) in an amount equal to the eligible rollover distribution portion of the account balance distributable to such Continuing Employee from the Company 401(k) Plan by the Committee with the IRS for a determination letter as to the corresponding Parent effect of the termination on the qualified status of the 401(k) Plan, and authorize the payment of the application fee in connection therewith; and (c) upon any provide for the distribution of benefits from the 401(k) Plan as permitted under applicable Law in connection with such termination after receipt of such favorable determination letter. Following the effective date of the termination of the Company 401(k) Plan, no distributions shall be made from the 401(k) Plan except: (i) as may be required by applicable Law; or (ii) in accordance with this Section 6.03, the Continuing Employees shall be eligible to participate, effective as terms of the Effective Time, 401(k) Plan regarding distributable events in the Parent ordinary course other than due to such termination of the 401(k) PlanPlan (e.g., retirement or termination of employment), until receipt of such favorable determination letter.

Termination of 401(k) Plan. At The Company (or its Subsidiaries, as applicable) will adopt, or will cause to be adopted, all necessary corporate resolutions (which shall be subject to Parent’s written requestreasonable review and approval) to terminate each 401(k) Plan sponsored or maintained by the Company (or Subsidiary), delivered effective as of no later than fifteen (15) days one day prior to Closing (but such termination may be contingent upon the Closing). Immediately prior to such termination, the Company shall terminate (or relevant Subsidiary) will have made all necessary payments to fund the Furmanite Corporation 401(kcontributions: (a) Savings and Investment Plan (necessary or required to maintain the “Company tax-qualified status of the 401(k) Plan”; (b) effective immediately prior for elective deferrals made pursuant to the Closing Date and contingent upon the occurrence of the Closing, and upon such termination, shall cease all further contributions to the Company 401(k) Plan for pay periods beginning on the period prior to termination; and after (c) for any employer contributions (including, without limitation, any matching contributions) for the Closing Date andperiod prior to termination. For this purpose, the term “401(k) Plan” means any plan intended to be qualified under Code Section 401(a) which includes a cash or deferred arrangement intended to qualify under Code Section 401(k). The Company shall provide Parent with a copy of resolutions duly adopted by the extent Company’s board of directors (or its Subsidiary’s board of directors, as applicable) so terminating any such 401(k) Plan. In the Company event that termination of the 401(k) Plan provides for loans would reasonably be anticipated to participantstrigger liquidation charges, and upon surrender charges or other fees (other than ordinary administrative fees in connection with such termination), then the Company shall cease making any pay or provide for payment of the amount of such additional loans effective immediately charges and/or fees prior to the Closing Date. If Parent does not instruct the Company to terminate the Company 401(k) Plan, nothing herein shall be deemed to prevent the Surviving Corporation or Parent from terminating the Company 401(k) Plan following the Closing in accordance with applicable Law. In the event that Parent instructs the Company to terminate the Company 401(k) Plan, (a) prior to the Closing Date and thereafter (as applicable), the Company and Parent shall take any and all action as may be required, including amendments to permit the Company 401(k) Plan and/or the corresponding 401(k) plan sponsored or maintained by Parent or one of its Subsidiaries (the “Parent 401(k) Plan”) to comply with applicable Law, (b) subject to the receipt of a favorable IRS determination letter with respect to the termination of the Company 401(k) Plan, to permit each employee employees of the Company and its Subsidiaries who continues continue to be so employed by after the Closing with Parent or any of its Subsidiaries Affiliates (including, for including the avoidance of doubt the Surviving Corporation Company and its Subsidiaries) immediately following to be eligible to participate (with no waiting period) in a 401(k) Plan of Parent or one of its Affiliates effective on or promptly after the Effective Time (each, a “Continuing Employee”Closing and shall cause such 401(k) Plan to make accept rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including of loansparticipant loan notes) in cash or notes (in the case of loans) in an amount equal to the eligible rollover distribution portion of the account balance distributable to such Continuing Employee from the Company 401(k) Plan to maintained by the corresponding Parent 401(k) Plan, and (c) upon any termination of the Company 401(k) Plan in accordance with this Section 6.03, the Continuing Employees shall be eligible to participate, effective as of the Effective Time, in the Parent 401(k) PlanCompany.

Termination of 401(k) Plan. At Parent’s written request, delivered no later than fifteen If requested by Parent at least five (155) days Business Days prior to the ClosingClosing Date, the Company shall terminate the Furmanite Corporation take all actions necessary to cause each Employee Plan that is a tax-qualified defined contribution 401(k) Savings and Investment Plan retirement plan (the “Company 401(k) Plan”) to be terminated, effective as of no later than the day immediately prior to preceding the Closing Date Date, and contingent upon the occurrence of the Closing, and upon such termination, shall cease all further contributions to provide that participants in the Company 401(k) Plan for pay periods beginning on and after the Closing Date and, to the extent the shall become fully vested in any unvested portion of their Company 401(k) Plan provides for loans to participants, and upon accounts as of the date such termination, shall cease making any such additional loans effective immediately prior to the Closing Dateplan is terminated. If Parent does not instruct the Company such request to terminate the Company 401(k) PlanPlan is made, nothing herein the Company shall be deemed to prevent the Surviving Corporation or provide Parent from terminating with evidence that the Company 401(k) Plan following the Closing in accordance with applicable Law. In the event that Parent instructs the Company to terminate the Company 401(k) Plan, has been terminated (a) effective no later than immediately prior to the Closing Date and thereafter (as applicable), contingent on the Company Closing) pursuant to resolutions of Company. The form and Parent substance of such resolutions shall take any be subject to prior review and all action as may be required, including amendments to reasonable comment by Xxxxxx. If the Company 401(k) Plan and/or the corresponding 401(k) is terminated, Parent shall designate a tax-qualified defined contribution retirement plan with a cash or deferred arrangement that is sponsored or maintained by Parent or one of its Subsidiaries Affiliates (the “Parent 401(k) Plan”) to comply that will cover eligible Continuing Employees effective as of or as soon as administratively practicable following the Closing Date but in no event later than the end of the first full payroll period following the Closing Date. In connection with applicable Law, (b) subject to the receipt of a favorable IRS determination letter with respect to the termination of the Company 401(k) Plan, Parent shall cause the Parent 401(k) Plan to permit each employee of the Company and its Subsidiaries who continues to be employed by Parent or its Subsidiaries (including, for the avoidance of doubt the Surviving Corporation and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Employee”) to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including of loans) in cash or notes (in the case of loans) in an amount equal to the eligible rollover distribution portion of the account balance distributable to such Continuing Employee accept from the Company 401(k) Plan to the corresponding Parent “direct rollover” of the account balance (including the in-kind rollover of promissory notes evidencing all outstanding loans that are not in default) of each Continuing Employee who participated in the Company 401(k) Plan, Plan as of the date such plan is terminated and (c) upon any termination who elects such direct rollover in accordance with the terms of the Company 401(k) Plan in accordance with this Section 6.03, and the Continuing Employees shall be eligible to participate, effective as of the Effective Time, in the Parent 401(k) PlanCode.

Termination of 401(k) Plan. At Parent’s written request, delivered no later than fifteen (15) days Unless Purchaser requests otherwise in writing at least five Business Days prior to the ClosingEffective Date, Corporation shall, effective as of at least one day prior to the Effective Date and contingent on the occurrence of the Effective Time, terminate Corporation’s 401(k) Plan and any other defined contribution retirement plan that is intended to meet the requirements of Section 401(k) of the U.S. Internal Revenue Code, and which is sponsored, or contributed to, by Corporation or any of its Subsidiaries (collectively, the Company shall terminate the Furmanite Corporation 401(k) Savings and Investment Plan (the “Company 401(k) Plan”) effective immediately prior and no further contributions shall be made to the Closing Date and contingent upon the occurrence of the Closing, and upon such termination, shall cease all further contributions to the Company 401(k) Plan for pay periods beginning on and or after the Closing Effective Date and, with respect to compensation earned after the extent termination date of the Company 401(k) Plan provides for loans to participants, and upon such termination, shall cease making any such additional loans effective immediately prior to the Closing Date. If Parent does not instruct the Company to terminate the Company 401(k) Plan, nothing herein shall be deemed provided however, that any participant deferrals that are withheld from participants’ pay prior to prevent the Surviving Corporation or Parent from terminating termination date of the Company 401(k) Plan that have not yet been deposited to the trust funding the 401(k) Plan as of such 401(k) Plan termination date may be deposited to such trust and allocated to participants’ account under the 401(k) Plan as soon as commercially practicable following the Closing in accordance with applicable Law. In the event that Parent instructs the Company to terminate the Company 401(k) PlanPlan termination date. Unless Purchaser requests that the 401(k) Plan not be terminated, Corporation shall provide to Purchaser (a) prior to executed resolutions of the Closing Date and thereafter Board (or the board of directors of its Subsidiaries, as applicable)) authorizing such termination, the Company and Parent shall take any and all action as may be required, including (b) executed amendments to the Company 401(k) Plan and/or which are sufficient to assure compliance with all applicable requirements of the corresponding U.S. Code and regulations thereunder, including such that the tax-qualified status of the 401(k) Plan will be maintained at the time of termination (the form and substance of which shall be subject to reasonable prior review and comment by Purchaser). Purchaser shall designate a tax-qualified defined contribution retirement plan with a cash or deferred arrangement under Section 401(k) of the U.S. Internal Revenue Code that is sponsored or maintained by Parent the Purchaser or one of its Subsidiaries (the “Parent Purchaser 401(k) Plan”) to comply that will cover Corporation Employees who remain employed after the Effective Date. In connection with applicable Law, (b) subject to the receipt of a favorable IRS determination letter with respect to the termination of the Company 401(k) Plan, Purchaser shall use commercially reasonable best efforts to permit each employee of cause the Company and its Subsidiaries who continues Purchaser 401(k) Plan to be employed by Parent or its Subsidiaries (including, for accept from the avoidance of doubt 401(k) Plan the Surviving Corporation and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Employee”) to make rollover contributions of “eligible rollover distributionsdirect rollover” (within the meaning of Section 401(a)(31) of the Code, including of loans) in cash or notes (in the case of loans) in an amount equal to the eligible rollover distribution portion of the account balance distributable to of each such Continuing Corporation Employee from who participated in the Company 401(k) Plan to the corresponding Parent 401(k) Plan, and (c) upon any termination as of the Company date such plan is terminated and who elects such direct rollover in accordance with the terms of the 401(k) Plan in accordance with this Section 6.03, and the Continuing Employees shall be eligible to participate, effective as of the Effective Time, in the Parent 401(k) PlanU.S. Internal Revenue Code.

Termination of 401(k) Plan. At Parent’s written request, delivered no later than fifteen (15) days prior Prior to the ClosingClosing Date, the Company shall will (a) terminate the Furmanite Corporation each Benefit Plan that is intended to constitute a 401(k) Savings and Investment Plan plan (the each, a “Company 401(k) Plan”) effective no later than the day immediately preceding the Closing Date, provided that such termination may be contingent upon the Closing, (b) adopt any and all amendments to each Company 401(k) Plan as may be necessary to ensure compliance with all applicable requirements of the Code (including all qualification requirements), and (c) take all other actions as Buyer may reasonably direct in connection with the termination of any Company 401(k) Plan, unless Buyer notifies the Company in writing at least three (3) days prior to the Closing Date and contingent upon the occurrence that termination of the Closing, and upon such termination, shall cease all further contributions to the Company 401(k) Plan for pay periods beginning on and after is not necessary. Unless Buyer provides the Closing Date and, notice described in the preceding sentence to the extent Company, the Company 401(k) Plan provides for loans to participantswill, and upon such termination, shall cease making any such additional loans effective immediately prior to the Closing Date. If Parent does not instruct the Company , provide Buyer with evidence satisfactory to terminate the Company 401(kBuyer that (i) Plan, nothing herein shall be deemed to prevent the Surviving Corporation or Parent from terminating the each Company 401(k) Plan following has been terminated effective no later than the Closing in accordance with applicable Law. In the event that Parent instructs the Company to terminate the Company 401(k) Plan, (a) prior to day before the Closing Date pursuant to resolutions of the board of directors of the Company, provided that such termination may be contingent upon the Closing (the form and thereafter substance of such resolutions will be subject to the prior review and approval of Buyer (as applicablesuch approval not to be unreasonably withheld, conditioned or delayed)), the Company and Parent shall take any and all action as may be required, including amendments to the (ii) each Company 401(k) Plan and/or the corresponding 401(k) plan sponsored or maintained by Parent or one of its Subsidiaries (the “Parent 401(k) Plan”) has been amended to comply ensure compliance with all applicable Law, (b) subject to the receipt of a favorable IRS determination letter with respect to the termination of the Company 401(k) Plan, to permit each employee of the Company and its Subsidiaries who continues to be employed by Parent or its Subsidiaries (including, for the avoidance of doubt the Surviving Corporation and its Subsidiaries) immediately following the Effective Time (each, a “Continuing Employee”) to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) requirements of the Code, including all qualification requirements (the form and substance of loans) in cash or notes (in the case of loans) in an amount equal such amendments will be subject to the eligible rollover distribution portion prior review and approval of Buyer (such approval not to be unreasonably withheld, conditioned or delayed)), and (iii) all other actions reasonably directed by Buyer in connection with the account balance distributable to such Continuing Employee from the termination of any Company 401(k) Plan to the corresponding Parent 401(k) Plan, and (c) upon any termination of the Company 401(k) Plan in accordance with this Section 6.03, the Continuing Employees shall be eligible to participate, effective as of the Effective Time, in the Parent 401(k) Planhave been taken.