Common use of EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS Clause in Contracts

EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS. In consideration of the payment provided for in Annex A, the parties agree that the Prior Employment Agreement is null and void effective as of the date hereof. Notwithstanding the foregoing, if the Merger Agreement is terminated pursuant to Article VI of the Merger Agreement, the Prior Employment Agreement shall be deemed to have not been canceled and this Agreement shall be null and void. In consideration of Executive’s termination of the Prior Employment Agreement, Xxxxxx and Xxxxxx Bank agree that they will not terminate Executive’s employment without Just Cause during the period of time beginning as of the date hereof and ending at the Effective Time. This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment agreement between any predecessor of the Holding Company and Executive (including the Prior Employment Agreement), except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement. Executive hereby agrees that, notwithstanding the provisions of the Xxxxxx Bancorp, Inc. 1997 Stock-Based Incentive Plan and the Xxxxxx Bancorp, Inc. 2001 Stock-Based Incentive Plan (collectively, the “Stock Plans”), the exercisability and vesting of awards granted to Executive under the Stock Plans will not be accelerated by reason of any part of the definition of “Change in Control” in the Stock Plans which applies as a result of the Merger and the actions contemplated thereby or for any other reason as a result of the Merger. The exercisability and vesting of such awards shall otherwise continue in accordance with the terms of the applicable award; provided, however, that all such awards will be fully exercisable and vested upon the occurrence of an Event of Termination.

EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS. In consideration of the payment provided for in Annex A, the parties agree that the Prior Employment Agreement is Agreements are null and void effective as of the date hereof. Notwithstanding the foregoing, if the Merger Agreement is terminated pursuant to Article VI of the Merger Agreement, the Prior Employment Agreement Agreements shall be deemed to have not been canceled and this Agreement shall be null and void. In consideration of Executive’s termination of the Prior Employment AgreementAgreements, Xxxxxx and Xxxxxx Bank agree that they will not terminate Executive’s employment without Just Cause during the period of time beginning as of the date hereof and ending at the Effective Time. This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment agreement between any predecessor of the Holding Company and Executive (including the Prior Employment AgreementAgreements), except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to him without reference to this Agreement. Executive hereby agrees that, notwithstanding the provisions of the Xxxxxx Bancorp, Inc. 1997 Stock-Based Incentive Plan and the Xxxxxx Bancorp, Inc. 2001 Stock-Based Incentive Plan (collectively, the “Stock Plans”), the exercisability and vesting of awards granted to Executive under the Stock Plans will not be accelerated by reason of any part of the definition of “Change in Control” in the Stock Plans which applies as a result of the Merger and the actions contemplated thereby or for any other reason as a result of the Merger. The exercisability and vesting of such awards shall otherwise continue in accordance with the terms of the applicable award; provided, however, that all such awards will be fully exercisable and vested upon the occurrence of an Event of Termination.