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

Employee Benefit Plans; Existing Agreements. (a) During the period commencing at the Effective Time and ending on the first anniversary thereof (the “Protected Period”) and except as otherwise provided in this Section 6.8, Parent shall provide each employee of Target and its Subsidiaries who continues to be employed by Parent or its Subsidiaries immediately following the Effective Time (a “Continuing Employee”) with (i) a base salary or base wage rate, as applicable, that is no less favorable than the base salary or base wage rate, as applicable, provided by Target or any of its Subsidiaries to such Continuing Employee immediately prior to the Effective Time, (ii) short- and long-term incentive compensation opportunities that, in each case, are (A) with respect to the fiscal year of the Target in which the Effective Time occurs (if the Effective Time occurs after the first quarter of such fiscal year), no less favorable than the short- and long-term incentive compensation opportunities provided by Target or any of its Subsidiaries to such Continuing Employee immediately prior to the Effective Time, and (B) with respect to (x) the fiscal year of Parent commencing immediately after the year in which the Effective Time occurs (if the Effective Time occurs after the first quarter of such fiscal year) and (y) the fiscal year of the Target in which the Effective Time occurs (if the Effective Time occurs in the first quarter of such fiscal year, in which case clause (A) above shall not apply), no less favorable than the short- and long-term incentive compensation opportunities provided by Parent or any of its Subsidiaries to similarly-situated employees of Parent or its Subsidiaries, and (iii) participation in the other compensation and employee benefit plans in which similarly-situated employees of Parent or its Subsidiaries participate, to the same extent as similarly-situated employees of Parent or its Subsidiaries. Without limiting the immediately preceding sentence, Parent shall provide to each Continuing Employee whose employment is terminated without cause during the Protected Period, severance benefits equal to the amounts set forth on Schedule 6.8(a) taking into account the service of such Continuing Employees prior to the Effective Time consistent with Section 6.8(b) and any service with Parent and its affiliates thereafter. For purposes of this Section 6.8, “cause” shall have the same meaning as provided in any written employment agreement between any Continuing Employee and Parent or any affiliate of Parent on the date such Continuing Employee is terminated, or if no such definition or employment agreement exists, “cause” shall mean conduct amounting to (1) fraud or dishonesty against Parent or any affiliate of Parent; (2) the Continuing Employee’s willful misconduct, repeated refusal to follow the reasonable directions of the Parent’s board of directors or knowing violation of law in the course of performance of the duties of the Continuing Employee’s service with Parent or any affiliate of Parent; (3) repeated absences from work without a reasonable excuse; (4) repeated intoxication with alcohol or drugs while on the premises of Parent or any affiliate of Parent during regular business hours; (5) a conviction or plea of guilty or nolo contendere to a felony or a crime involving dishonesty; or (6) a breach or violation of the terms of any agreement to which the Continuing Employee and Parent or any affiliate of Parent are party.

Employee Benefit Plans; Existing Agreements. (a) During The employees of the period commencing at the Effective Time and ending on the first anniversary thereof Company (the “Protected Period”"Company Employees") and except as otherwise provided shall be entitled to participate in this Section 6.8, Parent shall provide each employee of Target and its Subsidiaries who continues to be employed by Parent or its Subsidiaries immediately following the Effective Time (a “Continuing Employee”) with (i) a base salary or base wage rate, as applicable, that is no less favorable than the base salary or base wage rate, as applicable, provided by Target or any of its Subsidiaries to such Continuing Employee immediately prior to the Effective Time, (ii) short- and long-term incentive compensation opportunities that, in each case, are (A) with respect to the fiscal year of the Target in which the Effective Time occurs (if the Effective Time occurs after the first quarter of such fiscal year), no less favorable than the short- and long-term incentive compensation opportunities provided by Target or any of its Subsidiaries to such Continuing Employee immediately prior to the Effective Time, and (B) with respect to (x) the fiscal year of Parent commencing immediately after the year in which the Effective Time occurs (if the Effective Time occurs after the first quarter of such fiscal year) and (y) the fiscal year of the Target in which the Effective Time occurs (if the Effective Time occurs in the first quarter of such fiscal year, in which case clause (A) above shall not apply), no less favorable than the short- and long-term incentive compensation opportunities provided by Parent or any of its Subsidiaries to similarly-situated employees of Parent or its Subsidiaries, and (iii) participation in the other compensation and Buyer's employee benefit plans in which similarly-similarly situated employees of Parent or its Subsidiaries Buyer participate, to the same extent as similarly-situated comparable employees of Parent or Buyer. As of the Effective Time, Buyer shall permit the Company Employees to participate in Buyer's group hospitalization, medical, life and disability insurance plans on the same terms and conditions as applicable to comparable employees of Buyer and its Subsidiaries. Without limiting ; provided, however, that all Company employees and dependents will be eligible to participate in medical insurance plans of First Savings Bank upon the immediately preceding sentencemerger without regard to any pre-existing conditions or exclusions and with no uninsured waiting periods, Parent shall provide to each Continuing Employee whose employment is terminated without cause during and the Protected Periodcarry over of all current plan year deductibles and annual out-of-pocket contribution, severance benefits equal to the amounts set forth extent permitted by the Buyer's medical insurance plans. As of the next entry date immediately following the Effective Time, Buyer shall permit the Company Employees to participate in Buyer's defined benefit pension plan, 401(k) savings plan, employee stock ownership plan ("ESOP") and similar plans on Schedule 6.8(athe same terms and conditions as employees of Buyer and its Subsidiaries, giving effect to years of service with the Company and its Subsidiaries (to the extent the Company gave effect) taking into account 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 Company employees be credited with more than three (3) years of service for vesting purposes under the service ESOP as of such Continuing Employees prior to the Effective Time. Buyer shall as of the Effective Time consistent with Section 6.8(benter into a Consulting Agreement as contained at Disclosure Schedule 6.7(b) and any service with Parent and its affiliates thereafter. For purposes of this Section 6.8, “cause” shall have the same meaning as provided in any written employment agreement between any Continuing Employee and Parent or any affiliate of Parent on the date such Continuing Employee is terminated, or if no such definition or employment agreement exists, “cause” shall mean conduct amounting to (1) fraud or dishonesty against Parent or any affiliate of Parent; (2) including the Continuing Employee’s willful misconduct, repeated refusal provisions detailed at 6.7(b)(2)(ii) of said Disclosure Schedule with respect to follow the reasonable directions Xx. Xxxxxx Hornyak. As of the Parent’s board of directors merger date, Company Employees retain accrual or knowing violation of law in the course of performance payout for short-term disability, unused sick leave benefits and vacation pay, provided such amounts have been fully accrued for by Company as of the duties Effective Time and are in accordance with such amounts provided in past practice by the Company. As of the Continuing Employee’s Effective Time, all participants under the Company'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), Company employees shall have prior service with Parent or any affiliate the Company recognized for purposes of Parent; (3) repeated absences from work without a reasonable excuse; (4) repeated intoxication with alcohol or drugs while on the premises of Parent or any affiliate of Parent during regular business hours; (5) a conviction or plea of guilty or nolo contendere eligibility to a felony or a crime involving dishonesty; or (6) a breach or violation of the terms of any agreement to which the Continuing Employee participate, vesting and Parent or any affiliate of Parent are partybenefits accrual purposes.

Employee Benefit Plans; Existing Agreements. (a) During The employees of the period commencing at the Effective Time and ending on the first anniversary thereof Company (the “Protected Period”"Company Employees") and except as otherwise provided shall be entitled to participate in this Section 6.8, Parent shall provide each employee of Target and its Subsidiaries who continues to be employed by Parent or its Subsidiaries immediately following the Effective Time (a “Continuing Employee”) with (i) a base salary or base wage rate, as applicable, that is no less favorable than the base salary or base wage rate, as applicable, provided by Target or any of its Subsidiaries to such Continuing Employee immediately prior to the Effective Time, (ii) short- and long-term incentive compensation opportunities that, in each case, are (A) with respect to the fiscal year of the Target in which the Effective Time occurs (if the Effective Time occurs after the first quarter of such fiscal year), no less favorable than the short- and long-term incentive compensation opportunities provided by Target or any of its Subsidiaries to such Continuing Employee immediately prior to the Effective Time, and (B) with respect to (x) the fiscal year of Parent commencing immediately after the year in which the Effective Time occurs (if the Effective Time occurs after the first quarter of such fiscal year) and (y) the fiscal year of the Target in which the Effective Time occurs (if the Effective Time occurs in the first quarter of such fiscal year, in which case clause (A) above shall not apply), no less favorable than the short- and long-term incentive compensation opportunities provided by Parent or any of its Subsidiaries to similarly-situated employees of Parent or its Subsidiaries, and (iii) participation in the other compensation and Buyer's employee benefit plans in which similarly-similarly situated employees of Parent or its Subsidiaries Buyer participate, to the same extent as similarly-situated comparable employees of Parent or Buyer. As of the Effective Time, Buyer shall permit the Company Employees to participate in Buyer's group hospitalization, medical, life and disability insurance plans on the same terms and conditions as applicable to comparable employees of Buyer and its Subsidiaries. Without limiting ; provided, however, that all Company employees and dependents will be eligible to participate in medical insurance plans of First Savings Bank upon the immediately preceding sentencemerger without regard to any pre- existing conditions or exclusions and with no uninsured waiting periods, Parent shall provide to each Continuing Employee whose employment is terminated without cause during and the Protected Periodcarry over of all current plan year deductibles and annual out-of-pocket contribution, severance benefits equal to the amounts set forth extent permitted by the Buyer's medical insurance plans. As of the next entry date immediately following the Effective Time, Buyer shall permit the Company Employees to participate in Buyer's defined benefit pension plan, 401(k) savings plan, employee stock ownership plan ("ESOP") and similar plans on Schedule 6.8(athe same terms and conditions as employees of Buyer and its Subsidiaries, giving effect to years of service with the Company and its Subsidiaries (to the extent the Company gave effect) taking into account 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 Company employees be credited with more than three (3) years of service for vesting purposes under the service ESOP as of such Continuing Employees prior to the Effective Time. Buyer shall as of the Effective Time consistent enter into a Consulting Agreement as contained at Disclosure Schedule 6.7(b)(2) including the provisions detailed at 6.7(b)(2)(ii) of said Disclosure Schedule with Section 6.8(b) respect to Xx. Xxxxxx Xxxxxxx. As of the merger date, Company Employees retain accrual or payout for short-term disability, unused sick leave benefits and any vacation pay, provided such amounts have been fully accrued for by Company as of the Effective Time and are in accordance with such amounts provided in past practice by the Company. As of the Effective Time, all participants under the Company'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), Company employees shall have prior service with Parent and its affiliates thereafter. For the Company recognized for purposes of this Section 6.8eligibility to participate, “cause” shall have the same meaning as provided in any written employment agreement between any Continuing Employee vesting and Parent or any affiliate of Parent on the date such Continuing Employee is terminated, or if no such definition or employment agreement exists, “cause” shall mean conduct amounting to (1) fraud or dishonesty against Parent or any affiliate of Parent; (2) the Continuing Employee’s willful misconduct, repeated refusal to follow the reasonable directions of the Parent’s board of directors or knowing violation of law in the course of performance of the duties of the Continuing Employee’s service with Parent or any affiliate of Parent; (3) repeated absences from work without a reasonable excuse; (4) repeated intoxication with alcohol or drugs while on the premises of Parent or any affiliate of Parent during regular business hours; (5) a conviction or plea of guilty or nolo contendere to a felony or a crime involving dishonesty; or (6) a breach or violation of the terms of any agreement to which the Continuing Employee and Parent or any affiliate of Parent are partybenefits accrual purposes.