Common use of Employee Benefit Plans; Existing Agreements Clause in Contracts

Employee Benefit Plans; Existing Agreements. (a) The employees of Ravenna (the "Ravenna Employees") shall be entitled to participate in Buyer's employee benefit plans in which similarly situated employees of Buyer participate, to the same extent as comparable employees of Buyer, except as outlined below. As of the Effective Time, Buyer shall permit Ravenna Employees to participate in Buyer's group health, life and disability insurance plans on the same terms and conditions as applicable to comparable employees of Buyer and its Subsidiary; provided, however, that all Ravenna employees and dependents will be eligible to participate in health insurance plans of the Association upon the merger without regard to any pre-existing conditions or exclusions and with no uninsured waiting periods, and the carry over of all current plan year deductibles and annual out-of-pocket contribution, to the extent permitted by the Buyer's medical insurance plans. Buyer shall continue the Ravenna Savings Bank 401(k) Profit Sharing Plan (the "Ravenna 401(k) Plan") for a period of up to two years for the benefit of the Ravenna Employees. After such period, Buyer may elect to merge the Ravenna 401(k) Plan into the Buyer's 401(k) savings plan. As of the next entry date beginning two years after the Effective Time, Buyer shall permit Ravenna Employees to participate in the Association's employee stock ownership plan ("ESOP") on the same terms and conditions as employees of Buyer and its Subsidiary. Buyer shall give effect to years of service with Ravenna and its Subsidiary as if such service were with Buyer, for purposes of eligibility and vesting, but not for benefit accrual purposes, provided, however, in no event shall said Ravenna employees be credited with more than three (3) years of service with Ravenna and its Subsidiary for vesting purposes under the ESOP as of the Effective Time. Ravenna Employees shall retain their accrued short-term disability, unused sick leave benefits and vacation pay determined as of the Effective Time, provided such amounts have been fully accrued for by Ravenna as of the Effective Time; and Ravenna Employees shall be entitled to payment of vacation pay as provided in past practice by Ravenna. As of the Effective Time, all participants under Ravenna's defined contribution plan shall become 100% vested in all participant accounts. With respect to Buyer's welfare benefit plans, (including by example, vacation, sick leave, severance), Ravenna employees shall have prior service with Ravenna recognized for purposes of eligibility to participate, vesting and benefits accrual purposes.

Employee Benefit Plans; Existing Agreements. (a) The As of the Effective Time, the employees of Ravenna (the "Ravenna Employees") PFC shall be entitled eligible to participate in Buyer's employee benefit plans and severance plans of TSFG or its Subsidiaries in which similarly situated employees of Buyer TSFG or its Subsidiaries participate, to the same extent as comparable that similarly situated employees of BuyerTSFG or its Subsidiaries participate (it being understood that inclusion of PFC's employees in TSFG's employee benefit plans may occur at different times with respect to different plans). (b) With respect to each TSFG pension and welfare benefit plan for which length of service is taken into account for any purpose (including TSFG's severance plan), except service with PFC (or predecessor employers to the extent PFC provides past service credit) shall be treated as outlined belowservice with TSFG for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits); provided however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Each TSFG welfare benefit plan shall waive pre-existing condition limitations to the same extent waived under the applicable PFC Plan. PFC's employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the TSFG welfare benefit plan. (c) As of the Effective Time, Buyer TSFG shall permit Ravenna Employees assume and honor and shall cause the appropriate Subsidiaries of TSFG to participate assume and to honor in Buyer's group health, life and disability insurance plans on the same accordance with their terms and conditions as applicable to comparable employees of Buyer and its Subsidiary; provided, however, that all Ravenna employees and dependents will be eligible to participate written agreements listed in health insurance plans Section 4.13(a) of the Association upon the merger without regard to any pre-existing conditions or exclusions and with no uninsured waiting periods, and the carry over of all current plan year deductibles and annual out-of-pocket contribution, to the extent permitted by the Buyer's medical insurance plans. Buyer shall continue the Ravenna Savings Bank 401(k) Profit Sharing Plan PFC Disclosure Schedule (the "Ravenna 401(kBenefit Agreements"). TSFG acknowledges and agrees that the Merger will constitute a merger, sale or a change in control of PFC for all purposes under such agreements. The provisions of this Section 7.8(c) Plan") for a period of up are intended to two years be for the benefit of, and shall be enforceable by, each director, officer or employee that is a party to any Benefit Agreement. (d) Employees of PFC who are terminated by TSFG following the Ravenna Employees. After such period, Buyer may elect to merge the Ravenna 401(k) Plan into the Buyer's 401(k) savings plan. As of the next entry date beginning two years after the Effective Time, Buyer Closing shall permit Ravenna Employees to participate in the Association's employee stock ownership plan ("ESOP") on the same terms and conditions as employees of Buyer and its Subsidiary. Buyer shall give effect to years of service with Ravenna and its Subsidiary as if such service were with Buyer, for purposes of eligibility and vesting, but not for benefit accrual purposes, provided, however, in no event shall said Ravenna employees be credited with more than three (3) years of service with Ravenna and its Subsidiary for vesting purposes receive severance benefits under the ESOP as current terms of the Effective Time. Ravenna Employees shall retain their accrued short-term disability, unused sick leave benefits and vacation pay determined as of the Effective Time, provided such amounts have been fully accrued for by Ravenna as of the Effective Time; and Ravenna Employees shall be entitled to payment of vacation pay as provided in past practice by Ravenna. As of the Effective Time, all participants under RavennaTSFG's defined contribution plan shall become 100% vested in all participant accounts. With respect to Buyer's welfare benefit plans, (including by example, vacation, sick leave, severance), Ravenna employees shall have prior service with Ravenna recognized for purposes of eligibility to participate, vesting and benefits accrual purposesseverance plan.

Employee Benefit Plans; Existing Agreements. (a) The As of the Effective Time, the employees of Ravenna the Company and its Subsidiaries (the "Ravenna Company Employees") shall be entitled eligible to participate in Buyer's the employee benefit plans of Parent and its Subsidiaries in which similarly situated employees of Buyer Parent or Parent Bank participate, to the same extent as comparable similarly situated employees of BuyerParent or Parent Bank (it being understood that inclusion of Company Employees in such employee benefit plans may occur at different times with respect to different plans). (b) With respect to each Parent Plan, except for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits), service with the Company (or predecessor employers to the extent the Company provides past service credit) shall be treated as outlined belowservice with Parent; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Each Parent Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Plan. Company Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Parent Plan. (c) As of the Effective Time, Buyer Parent shall permit Ravenna Employees assume and honor and shall cause the appropriate Subsidiaries of Parent to participate assume and to honor in Buyer's group healthaccordance with their terms all employment, life severance and disability insurance other compensation agreements, plans on the same terms and conditions as applicable to comparable employees of Buyer and its Subsidiary; provided, however, that all Ravenna employees and dependents will be eligible to participate in health insurance plans of the Association upon the merger without regard to any pre-arrangements existing conditions or exclusions and with no uninsured waiting periods, and the carry over of all current plan year deductibles and annual out-of-pocket contribution, prior to the extent permitted by execution of this Agreement which are between the BuyerCompany or any of its Subsidiaries and any director, officer or employee thereof and which have been disclosed in the Company Disclosure Schedule. Parent acknowledges and agrees that (i) the Merger constitutes a "Change of Control" for all purposes pursuant to such agreements and arrangements and (ii) in light of Parent's medical insurance plans. Buyer shall continue plans relating to management assignments and responsibilities with respect to the Ravenna Savings Bank 401(k) Profit Sharing Plan (the "Ravenna 401(k) Plan") for a period business of up to two years for the benefit of the Ravenna Employees. After such period, Buyer may elect to merge the Ravenna 401(k) Plan into the Buyer's 401(k) savings plan. As of the next entry date beginning two years Parent from and after the Effective Time, Buyer shall permit Ravenna Employees to participate in the Association's each director, officer or employee stock ownership plan ("ESOP") on the same terms and conditions as employees of Buyer and its Subsidiary. Buyer shall give effect to years of service with Ravenna and its Subsidiary as if who is a party to, or is otherwise subject to, any such service were with Buyeragreement or arrangement will, for purposes of eligibility and vesting, but not for benefit accrual purposes, provided, however, in no event shall said Ravenna employees be credited with more than three (3) years of service with Ravenna and its Subsidiary for vesting purposes under the ESOP as upon consummation of the Effective TimeMerger, have "Good Reason" to terminate employment thereunder. Ravenna Employees The provisions of this Section 7.7(c) are intended to be for the benefit of, and shall retain their accrued shortbe enforceable by, each such director, officer or employee. (d) Parent agrees that, during the three-term disability, unused sick leave benefits and vacation pay determined as of month period following the Effective Time, provided such amounts have been fully accrued for by Ravenna as of the Effective Time; and Ravenna Employees no Company Employee shall be entitled terminated for "cause" (as defined in the Company Option Plans) unless such Company Employee has been given written notice of such termination at least ten business days prior to payment the date of vacation pay as provided in past practice by Ravennatermination. As of This Section 7.7(d) is intended to be for the Effective Timebenefit of, all participants under Ravenna's defined contribution plan and shall become 100% vested in all participant accountsbe enforceable by, each such Company Employee. With respect to Buyer's welfare benefit plans, (including by example, vacation, sick leave, severance), Ravenna employees shall have prior service with Ravenna recognized for purposes of eligibility to participate, vesting and benefits accrual purposes.7.8

Employee Benefit Plans; Existing Agreements. (a) The employees On a date that shall be no later than the first anniversary of Ravenna the Effective Time (the "Ravenna EmployeesBenefits Date"), Lucent shall provide, or cause to be provided, employee benefit plans, programs and arrangements to employees of Ascend that are no less favorable in the aggregate than those made generally available to non-represented employees of Lucent who are hired by Lucent after December 31, 1998. From the Effective Time to the Benefits Date (which the parties acknowledge may occur on different dates with respect to different plans, programs or arrangements of Ascend) (the "Continuation Period"), Lucent shall provide, or cause to be provided, the employee benefit plans, programs and arrangements of Ascend provided to employees of Ascend as of the date hereof; provided that during the Continuation Period, employees of Ascend shall be entitled to participate in Buyereligible for grants of stock options under Lucent's employee benefit stock option plans in which similarly situated employees of Buyer participate, to the same extent as comparable similarly situated employees of BuyerLucent. Notwithstanding the foregoing, except for a period of no less than one year after the Effective Time, Lucent shall provide severance benefits to employees of Ascend that are no less favorable than those provided to such employees as outlined belowof the date hereof. (b) With respect to each benefit plan, program practice, policy or arrangement maintained by Lucent in which employees of Ascend subsequently participate (the "Lucent Plans"), for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of pension benefits), service with Ascend (or predecessor employers to the extent Ascend provides past service credit) shall be treated as service with Lucent; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations. Each Lucent Plan shall waive pre-existing condition limitations to the same extent waived under the applicable Ascend Benefit Plan. Ascend Employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, copayments and out- of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Lucent Plan. (c) As of the Effective Time, Buyer Lucent shall permit Ravenna Employees cause the appropriate subsidiaries of Lucent to participate assume and to honor in Buyer's group healthaccordance with their terms all employment, life severance and disability insurance plans on the same terms other compensation agreements and conditions as applicable to comparable employees of Buyer and its Subsidiary; provided, however, that all Ravenna employees and dependents will be eligible to participate in health insurance plans of the Association upon the merger without regard to any pre-arrangements existing conditions or exclusions and with no uninsured waiting periods, and the carry over of all current plan year deductibles and annual out-of-pocket contribution, prior to the extent permitted by the Buyer's medical insurance plansexecution of this Agreement which are between Ascend or any of its subsidiaries and any director, officer or employee thereof. Buyer shall continue the Ravenna Savings Bank 401(kThe provisions of this Section 5.08(c) Profit Sharing Plan (the "Ravenna 401(k) Plan") for a period of up are intended to two years be for the benefit of, and shall be enforceable by, each such director, officer or employee. (d) Ascend and Lucent hereby agree that Ascend or Lucent (as appropriate) shall take all such actions as are necessary to carry out the matters described in Section 5.08(d) of the Ravenna EmployeesAscend Disclosure Schedule. After such period, Buyer may elect to merge the Ravenna 401(k) Plan into the Buyer's 401(k) savings plan. As of the next entry date beginning two years after the Effective Time, Buyer shall permit Ravenna Employees to participate in the Association's employee stock ownership plan ("ESOP") on the same terms and conditions as employees of Buyer and its Subsidiary. Buyer shall give effect to years of service with Ravenna and its Subsidiary as if such service were with Buyer, for purposes of eligibility and vesting, but not for benefit accrual purposes, provided, however, in no event shall said Ravenna employees be credited with more than three (3) years of service with Ravenna and its Subsidiary for vesting purposes under the ESOP as of the Effective Time. Ravenna Employees shall retain their accrued short-term disability, unused sick leave benefits and vacation pay determined as of the Effective Time, provided such amounts have been fully accrued for by Ravenna as of the Effective Time; and Ravenna Employees shall be entitled to payment of vacation pay as provided in past practice by Ravenna. As of the Effective Time, all participants under Ravenna's defined contribution plan shall become 100% vested in all participant accounts. With respect to Buyer's welfare benefit plans, (including by example, vacation, sick leave, severance), Ravenna employees shall have prior service with Ravenna recognized for purposes of eligibility to participate, vesting and benefits accrual purposesSECTION 5.09.

Employee Benefit Plans; Existing Agreements. (a) The As of the Effective Time, the employees of Ravenna (the "Ravenna Employees") MBFC shall be entitled eligible to participate in Buyer's employee benefit plans and severance plans of TSFG or its Subsidiaries in which similarly situated employees of Buyer TSFG or its Subsidiaries participate, to the same extent as comparable that similarly situated employees of BuyerTSFG or its Subsidiaries participate (it being understood that inclusion of MBFC's employees in TSFG's employee benefit plans may occur at different times with respect to different plans). (b) With respect to each TSFG Plan for which length of service is taken into account for any purpose (including TSFG's severance plan), except service with MBFC (or predecessor employers to the extent MBFC provides past service credit) shall be treated as outlined belowservice with TSFG for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits); provided however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Each TSFG Plan shall waive pre-existing condition limitations to the same extent waived under the applicable MBFC Plan. MBFC's employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the TSFG Plan. (c) As of the Effective Time, Buyer TSFG shall permit Ravenna Employees assume and honor and shall cause the appropriate Subsidiaries of TSFG to participate assume and to honor in Buyer's group health, life and disability insurance plans on the same accordance with their terms and conditions as applicable to comparable employees of Buyer and its Subsidiary; provided, however, that all Ravenna employees and dependents will be eligible to participate written agreements listed in health insurance plans Section 4.13(a) of the Association upon the merger without regard to any pre-existing conditions or exclusions and with no uninsured waiting periods, and the carry over of all current plan year deductibles and annual out-of-pocket contribution, to the extent permitted by the Buyer's medical insurance plans. Buyer shall continue the Ravenna Savings Bank 401(k) Profit Sharing Plan MBFC Disclosure Schedule (the "Ravenna 401(kBenefit Agreements"). TSFG acknowledges and agrees that the Merger will constitute a merger, sale or a change in control of MBFC for all purposes under such agreements. The provisions of this Section 7.8(c) Plan") for a period of up are intended to two years be for the benefit of the Ravenna Employees. After such periodof, Buyer may elect to merge the Ravenna 401(k) Plan into the Buyer's 401(k) savings plan. As of the next entry date beginning two years after the Effective Time, Buyer shall permit Ravenna Employees to participate in the Association's employee stock ownership plan ("ESOP") on the same terms and conditions as employees of Buyer and its Subsidiary. Buyer shall give effect to years of service with Ravenna and its Subsidiary as if such service were with Buyer, for purposes of eligibility and vesting, but not for benefit accrual purposes, provided, however, in no event shall said Ravenna employees be credited with more than three (3) years of service with Ravenna and its Subsidiary for vesting purposes under the ESOP as of the Effective Time. Ravenna Employees shall retain their accrued short-term disability, unused sick leave benefits and vacation pay determined as of the Effective Time, provided such amounts have been fully accrued for by Ravenna as of the Effective Time; and Ravenna Employees shall be entitled enforceable by, each director, officer or employee that is a party to payment of vacation pay as provided in past practice by Ravenna. As of the Effective Time, all participants under Ravenna's defined contribution plan shall become 100% vested in all participant accounts. With respect to Buyer's welfare benefit plans, (including by example, vacation, sick leave, severance), Ravenna employees shall have prior service with Ravenna recognized for purposes of eligibility to participate, vesting and benefits accrual purposesany Benefit Agreement.

Employee Benefit Plans; Existing Agreements. (a) The As of the Effective Time, the employees of Ravenna (the "Ravenna Employees") CNBFB shall be entitled eligible to participate in Buyer's employee benefit plans and severance plans of TSFG or its Subsidiaries in which similarly situated employees of Buyer TSFG or its Subsidiaries participate, to the same extent as comparable that similarly situated employees of BuyerTSFG or its Subsidiaries participate (it being understood that inclusion of CNBFB's employees in TSFG's employee benefit plans may occur at different times with respect to different plans). (b) With respect to each TSFG Plan for which length of service is taken into account for any purpose (including TSFG's severance plan), except service with CNBFB (or predecessor employers to the extent CNBFB provides past service credit) shall be treated as outlined belowservice with TSFG for purposes of determining eligibility to participate, vesting, and entitlement to benefits, including for severance benefits and vacation entitlement (but not for accrual of defined benefit pension benefits); provided however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements, or the application of any preexisting condition limitations. Each TSFG Plan shall waive pre-existing condition limitations to the same extent waived under the applicable CNBFB Plan. CNBFB's employees shall be given credit for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the TSFG Plan. (c) As of the Effective Time, Buyer TSFG shall permit Ravenna Employees assume and honor and shall cause the appropriate Subsidiaries of TSFG to participate assume and to honor in Buyer's group health, life and disability insurance plans on the same accordance with their terms and conditions as applicable to comparable employees of Buyer and its Subsidiary; provided, however, that all Ravenna employees and dependents will be eligible to participate written agreements listed in health insurance plans Section 4.13(a) of the Association upon the merger without regard to any pre-existing conditions or exclusions and with no uninsured waiting periods, and the carry over of all current plan year deductibles and annual out-of-pocket contribution, to the extent permitted by the Buyer's medical insurance plans. Buyer shall continue the Ravenna Savings Bank 401(k) Profit Sharing Plan (the "Ravenna 401(k) Plan") for a period of up to two years for the benefit of the Ravenna Employees. After such period, Buyer may elect to merge the Ravenna 401(k) Plan into the Buyer's 401(k) savings plan. As of the next entry date beginning two years after the Effective Time, Buyer shall permit Ravenna Employees to participate in the Association's employee stock ownership plan ("ESOP") on the same terms and conditions as employees of Buyer and its Subsidiary. Buyer shall give effect to years of service with Ravenna and its Subsidiary as if such service were with Buyer, for purposes of eligibility and vesting, but not for benefit accrual purposes, provided, however, in no event shall said Ravenna employees be credited with more than three (3) years of service with Ravenna and its Subsidiary for vesting purposes under the ESOP as of the Effective Time. Ravenna Employees shall retain their accrued short-term disability, unused sick leave benefits and vacation pay determined as of the Effective Time, provided such amounts have been fully accrued for by Ravenna as of the Effective Time; and Ravenna Employees shall be entitled to payment of vacation pay as provided in past practice by Ravenna. As of the Effective Time, all participants under Ravenna's defined contribution plan shall become 100% vested in all participant accounts. With respect to Buyer's welfare benefit plans, (including by example, vacation, sick leave, severance), Ravenna employees shall have prior service with Ravenna recognized for purposes of eligibility to participate, vesting and benefits accrual purposes.CNBFB