Common use of Employees and Benefit Plans Clause in Contracts

Employees and Benefit Plans. (i) Following the Closing Date, subject to applicable Law, for purposes of vesting, eligibility to participate and levels of benefits under the employee benefit plans of Buyer and its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, Buyer shall waive, or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer or any of its Subsidiaries or (ii) maintain any Benefit Plans in effect as of the date of this Agreement.

Employees and Benefit Plans. (ia) Following As promptly as practicable after the Closing DateEffective Time as determined in the reasonable discretion of Buyer, subject Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, the “Company Employees”) with at least the types and levels of employee benefits (including employee contribution levels) comparable in the aggregate to those maintained by Buyer for similarly-situated employees of Buyer. Buyer will treat, and cause its applicable Lawbenefit plans to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for other appropriate benefits including, but not limited to, applicability of benefits minimum waiting periods for participation (but not for benefit accrual) under the employee any defined benefit plans plan (including minimum pension amount) and not for participation in any retiree health plan or executive supplemental retirement plan of Buyer or any of Buyer’s ERISA Affiliates. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s health and similar plans, Buyer shall not treat any employee of the Company or any of its Subsidiaries (other than as a “new” employee for purposes of any exclusions under defined benefit retirement plans, postretirement plans providing any health or similar plan of Buyer for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years similar plan of service (up to a maximum of 10 years) with the Company and or its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate Subsidiaries immediately prior to the Closing Date; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In additionEffective Time, Buyer shall waiveand any deductibles, co-payments or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in under any of the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer Company’s or any of its Subsidiaries Subsidiaries’ health plans shall be credited towards deductibles, co-payments or (ii) maintain any Benefit Plans in effect as out-of-pocket expenses under Buyer’s health plans upon delivery to Buyer of the date of this Agreementappropriate documentation.

Employees and Benefit Plans. (ia) Following From and after the Closing DateEffective Time, subject Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, the “Company Employees”) with at least the types and levels of employee benefits (including employee contribution levels) comparable in the aggregate to those maintained by Buyer for similarly-situated employees of Buyer. Notwithstanding the preceding sentence, at Buyer’s option, the Company Employees may remain insured under the Company’s current group medical plan until the plan year end. Buyer will treat, and cause its applicable Lawbenefit plans to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for other appropriate benefits including, but not limited to, applicability of benefits minimum waiting periods for participation, but not for benefit accrual under any defined benefit plan (including minimum pension amount) attributable to any period before the Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s health and similar plans, Buyer shall not treat any employee benefit plans of the Company or any of its Subsidiaries as a “new” employee for purposes of any exclusions under any health or similar plan of Buyer and its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing for a pre-existing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its application would result in a duplication of benefits with respect to the same period of service. In additionSubsidiaries, Buyer shall waiveand any deductibles, co-payments or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in under any of the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer Company’s or any of its Subsidiaries Subsidiaries’ health plans shall be credited towards deductibles, co-payments or (iiout-of-pocket expenses under Buyer’s health plans upon delivery to Buyer of appropriate documentation. Buyer will make appropriate arrangements with its insurance carrier(s) maintain any Benefit Plans in effect as of the date of this Agreementto ensure such result.

Employees and Benefit Plans. (ia) Following From and after the Closing DateEffective Time, subject Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, the "Company Employees") with at least the types and levels of employee benefits (including employee contribution levels) comparable in the aggregate to those maintained by Buyer for similarly-situated employees of Buyer. Buyer will treat, and cause its applicable Lawbenefit plans to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for level of benefits including, but not limited to, severance benefits, vacation entitlement and applicability of minimum waiting periods for participation (but not for benefit accrual under any defined benefit plan (including minimum pension amount) and not for participation in the Brookline Bank Employee Stock Ownership Plan) attributable to any period before the Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer's health and similar plans, Buyer shall not treat any employee benefit plans of the Company or any of its Subsidiaries as a "new" employee for purposes of any exclusions under any health or similar plan of Buyer and for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In additionEffective Time, Buyer shall waiveand any deductibles, co-payments or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in under any of the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer Company's or any of its Subsidiaries Subsidiaries' health plans shall be credited towards deductibles, co-payments or (ii) maintain any Benefit Plans in effect as out-of-pocket expenses under Buyer's health plans upon delivery to Buyer of appropriate documentation, subject to the terms and conditions of the date of this Agreementapplicable Buyer Employee Program.

Employees and Benefit Plans. (ia) Following From and after the Closing DateEffective Time, subject Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, the “Company Employees”) with at least the types and levels of employee benefits (including employee contribution levels) comparable to those maintained by Buyer for similarly-situated employees of Buyer. Buyer will treat, and cause its applicable Lawbenefit plans to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for other appropriate benefits including, but not limited to, applicability of benefits minimum waiting periods for participation, but not for benefit accrual under any defined benefit plan (including minimum pension amount) attributable to any period before the Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s health and similar plans, Buyer shall not treat any employee benefit plans of the Company or any of its Subsidiaries as a “new” employee for purposes of any exclusions under any health or similar plan of Buyer and its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing for a pre-existing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its application would result in a duplication of benefits with respect to the same period of service. In additionSubsidiaries, Buyer shall waiveand any deductibles, co-payments or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in under any of the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer Company’s or any of its Subsidiaries Subsidiaries’ health plans shall be credited towards deductibles, co-payments or (iiout-of-pocket expenses under Buyer’s health plans upon delivery to Buyer of appropriate documentation. Buyer will make appropriate arrangements with its insurance carrier(s) maintain any Benefit Plans in effect as of the date of this Agreementto ensure such result.

Employees and Benefit Plans. (ia) Following From and after the Closing DateEffective Time, subject Buyer agrees to applicable Lawprovide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, for purposes of vesting, eligibility to participate the "Company Employees") with at least the types and levels of employee benefits under the (including employee benefit plans of Buyer and its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up contribution levels) comparable to a maximum of 10 years) with either those maintained by the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply Effective Time or those maintained by Buyer for similarly-situated employees of Buyer, to be determined in Buyer's sole discretion. To the extent that its application would result the Company Employees participate in a duplication of benefits with respect to the same period of service. In additionBuyer's benefit plans, Buyer shall waivewill treat, and cause its applicable benefit plans to treat, the service of the Company Employees with the Company or cause any of its Subsidiaries as service rendered to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer or any of its Subsidiaries or for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but not for benefit accrual under any defined benefit plan (iiincluding minimum pension amount) maintain attributable to any Benefit Plans in effect as period before the Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer's health and similar plans, Buyer shall not treat any employee of the date Company or any of this Agreementits Subsidiaries as a "new" employee for purposes of any exclusions under any health or similar plan of Buyer for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its Subsidiaries, and any deductibles paid under any of the Company's or any of its Subsidiaries' health plans shall be credited towards deductibles under Buyer's health plans upon delivery to Buyer of appropriate documentation. Buyer will use its reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result.

Employees and Benefit Plans. (ia) Following After the Closing DateEffective Time, subject Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, the “Company Employees”) with at least the types and levels of employee benefits comparable in the aggregate to those then maintained by Buyer for similarly-situated employees of Buyer (but excluding any retiree health or life insurance benefit, in each case only to the extent that other newly hired employees of Buyer are not eligible for such benefits). Buyer will treat, and cause its applicable LawBuyer Employee Programs to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for level of benefits (but not for benefit accrual under any defined benefit plan for purposes of severance benefits, for any purposes under any post-termination/retiree welfare benefit plan or for purposes of any equity based compensation or benefits or profit-sharing contribution) attributable to any period before the Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s applicable Buyer Employee Programs, Buyer shall take commercially reasonable efforts to cause the Company’s employees to receive credit for their prior service for eligibility and vesting purposes in Buyer’s 401(k) plan and for purposes of determining the length of vacation, sick time, paid time off and severance under the employee benefit plans Buyer’s applicable plan to policy. Buyer shall also provide that the Company’s employees shall not be treated as “new” employees for purposes of any exclusions under any health or similar plan of Buyer and for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided Effective Time, and to provide that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In additionany deductibles, Buyer shall waive, co-payments or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in under any of the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer Company’s or any of its Subsidiaries Subsidiaries’ health plans shall be credited towards deductibles, co-payments or (ii) maintain any Benefit Plans in effect as out-of-pocket expenses under Buyer’s health plans upon delivery to Buyer of appropriate documentation, subject to the terms and conditions of the date applicable Buyer Employee Program. Notwithstanding the foregoing provisions of this AgreementSection 6.10, service and other amounts shall not be credited to Company Employees (or their eligible dependents) to the extent the crediting of such service or other amounts would result in the duplication of benefits. Notwithstanding any of the foregoing to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any Company Employee or the funding of any such benefit.

Employees and Benefit Plans. (ia) Following Buyer agrees to provide (or shall cause to be provided by its Subsidiaries) the Closing Dateemployees of the Company and any of its Subsidiaries who are employees of the Company or its Subsidiaries and who remain employed at the Effective Time (collectively, subject to applicable Law, for purposes of vesting, eligibility to participate the “Company Employees”) from and after the Effective Time with at least the types and levels of employee benefits under the employee benefit plans that are, in each case, substantially similar to those then maintained by Buyer or its Subsidiaries for similarly-situated employees of Buyer and or its Subsidiaries (other than under defined benefit retirement plansbut excluding any retiree health or life insurance benefit, postretirement plans providing medical or dental benefits and any equity compensation plans), in each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply case only to the extent that other newly hired employees of Buyer or its application would result in a duplication of benefits with respect to the same period of serviceSubsidiaries are not eligible for such benefits). In addition, Buyer shall waive, or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and will use commercially reasonable efforts to recognize for purposes of annual deductible treat, and out-of-pocket limits under cause its medical Subsidiaries and dental the applicable employee benefit plans, deductible and out-of-pocket expenses paid by Continuing programs or arrangements of its Subsidiaries to treat, the service of the Company Employees in with the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed Company or implied, is intended any of its Subsidiaries as service rendered to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer or any of its Subsidiaries for purposes of eligibility to participate, vesting and for level of benefits (but not for benefit accrual under any defined benefit plan, for purposes of severance benefits except to the extent provided in Section 7.6(k) below, for any purposes under any post-termination/retiree welfare benefit plan, or for purposes of any equity based compensation or benefits) attributable to any period before the Effective Time. Notwithstanding the foregoing provisions of this Section 7.6, service and other amounts shall not be credited to Company Employees (iior their eligible dependents) maintain any Benefit Plans to the extent the crediting of such service or other amounts would result in effect as the duplication of benefits. Qualified beneficiaries currently receiving health coverage under COBRA pursuant to the benefit plans of the date Company or its Subsidiaries shall continue to be offered such coverage or similar coverage under the group health plans of this AgreementBuyer or its Subsidiaries until such qualified beneficiary ceases to be eligible for COBRA coverage.

Employees and Benefit Plans. (ia) Following After the Closing DateEffective Time, subject Buyer agrees to provide the employees of the Company and Company Bank who remain employed after the Effective Time (collectively, the “Continuing Employees”) with at least the types and levels of employee benefits comparable in the aggregate to those then maintained by Buyer for similarly-situated employees of Buyer (but excluding any retiree health or life insurance benefit, in each case only to the extent that other newly hired employees of Buyer are not eligible for such benefits). Buyer will treat, and cause its applicable LawBuyer Employee Programs to treat, the service of the Continuing Employees as service rendered to Buyer or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for level of benefits (but not for benefit accrual under any defined benefit plan for purposes of severance benefits, for any purposes under any post-termination/retiree welfare benefit plan or for purposes of any equity based compensation) attributable to any period before the Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s applicable Buyer Employee Programs, Buyer shall cause the Company’s employees to receive credit for their prior service for eligibility and vesting purposes in Buyer’s 401(k) plan and for purposes of determining the length of vacation, sick time, paid time off and severance under the employee benefit plans Buyer’s applicable plan or policy. Buyer shall also ensure that Continuing Employees shall not be treated as “new” employees for purposes of any exclusions under any health or similar plan of Buyer and its Subsidiaries (other than for a pre-existing medical condition to the extent that any such exclusion did not apply under defined benefit retirement plans, postretirement plans providing medical a health or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years similar plan of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate Company Bank immediately prior to the Closing Date; provided Effective Time, and to provide that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In additionany deductibles, Buyer shall waive, co-payments or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by under any of the Company’s or Company Bank’s health plans shall be credited towards deductibles, co-payments or out-of-pocket expenses under Buyer’s health plans upon delivery to Buyer of appropriate documentation, subject to the terms and conditions of the applicable Buyer Employee Program. Notwithstanding the foregoing provisions of this Section 6.10, service and other amounts shall not be credited to Continuing Employees (or their eligible dependents) to the extent the crediting of such service or other amounts would result in the calendar year in which duplication of benefits. Notwithstanding any of the Closing Date occurs. Nothing foregoing to the contrary, none of the provisions contained in this Section 5.02(a), expressed or implied, is intended herein shall operate to require Buyer duplicate any benefit provided to (i) transfer any Continuing Employee from or the funding of any Benefit Plan to any employee benefit plan of Buyer or any of its Subsidiaries or (ii) maintain any Benefit Plans in effect as of the date of this Agreementsuch benefit.

Employees and Benefit Plans. (ia) Following This Agreement is not intended to provide to any employee of the Closing DateCompany with a right to continuing employment after the Effective Time, subject and the employees of the Company shall become employees at will of Buyer Bank. From and for, at least, the 12 month period after the Effective Time, Buyer agrees to provide the employees of the Company who remain employed after the Effective Time (collectively, the “Company Employees”) with at least the types and levels of employee benefits comparable in the aggregate to those then maintained by Buyer, for similarly-situated employees of Buyer and on terms no less favorable than provided to such employees. Buyer will treat, and cause its applicable LawEmployee Programs to treat, the service of the Company Employees with the Company as service rendered to Buyer or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for level of benefits (but not for benefit accrual under any defined benefit plan) attributable to any period before the employee benefit plans Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s applicable Employee Programs, Buyer shall take commercially reasonable efforts to cause the Company’s employees to receive credit for their prior service for eligibility and vesting purposes in Buyer’s 401(k) plan and for purposes of determining the length of vacation, sick time, paid time off and severance under Buyer’s applicable plan or policy. Buyer shall also provide that the Company’s employees shall not be treated as “new” employees for purposes of any exclusions under any health or similar plan of Buyer and its Subsidiaries (other than for a pre-existing medical condition to the extent that any such exclusion did not apply under defined benefit retirement plans, postretirement plans providing medical a health or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years similar plan of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided Effective Time, and to provide that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In additionany deductibles, Buyer shall waive, co-payments or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in under any of the calendar year in which Company’s health plans shall be credited towards deductibles, co-payments or out-of-pocket expenses under Buyer’s health plans upon delivery to Buyer of appropriate documentation, subject to the Closing Date occursterms and conditions of the applicable Employee Program. Nothing Notwithstanding any of the foregoing to the contrary, none of the provisions contained in this Section 5.02(a), expressed or implied, is intended herein shall operate to require Buyer to (i) transfer duplicate any Continuing Employee from any Benefit Plan benefit provided to any employee benefit plan Company Employee or the funding of Buyer or any of its Subsidiaries or (ii) maintain any Benefit Plans in effect as of the date of this Agreementsuch benefit.

Employees and Benefit Plans. (ia) Following From and for, at least, the Closing Date12 month period after the Effective Time, subject Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, the “Company Employees”) with at least the types and levels of employee benefits substantially comparable in the aggregate to those then maintained by Buyer for similarly-situated employees of Buyer. Buyer will treat, and cause its applicable LawBuyer Employee Programs to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for level of benefits (but not for benefit accrual under any defined benefit plan) attributable to any period before the employee benefit plans Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s applicable Employee Programs, Buyer shall take commercially reasonable efforts to cause the Company’s employees to receive credit for their prior service for eligibility and vesting purposes in Buyer’s 401(k) plan and for purposes of determining the length of vacation, sick time, paid time off and severance under Buyer’s applicable plan or policy. Buyer shall also provide that the Company’s employees shall not be treated as “new” employees for purposes of any exclusions under any health or similar plan of Buyer and for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing Effective Time, and shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, Buyer shall waive, or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and outprovide that any deductibles, co-of-pocket limits under its medical and dental plans, deductible and payments or out-of-pocket expenses paid by Continuing Employees in under any of the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer Company’s or any of its Subsidiaries Subsidiaries’ health plans shall be credited towards deductibles, co-payments or (ii) maintain any Benefit Plans in effect as out-of-pocket expenses under Buyer’s health plans upon delivery to Buyer of appropriate documentation, subject to the terms and conditions of the date applicable Employee Program. Notwithstanding the foregoing provisions of this AgreementSection 6.10, service and other amounts shall not be credited to Company Employees (or their eligible dependents) to the extent the crediting of such service or other amounts would result in the duplication of benefits. Notwithstanding any of the foregoing to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any Company Employee or the funding of any such benefit.

Employees and Benefit Plans. (ia) Following As promptly as practicable after the Closing DateEffective Time as determined in the reasonable discretion of CNB, subject CNB agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (“Continuing Company Employees”) with at least the types and levels of employee benefits comparable in the aggregate to those maintained by CNB for similarly-situated employees of CNB. CNB will treat, and cause its applicable Lawbenefit plans to treat, the service of the Continuing Company Employees with the Company or any of its Subsidiaries as service rendered to CNB or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for other appropriate benefits including, but not limited to, applicability of benefits minimum waiting periods for participation (but not for the purpose of benefit accrual under the employee benefit plans any such applicable plan and not for participation in or accrual under any retiree health plan or executive supplemental retirement plan of Buyer and its Subsidiaries (other than under defined benefit retirement plansCNB or any CNB ERISA Affiliate); provided, postretirement plans providing medical or dental benefits and any equity compensation plans)however, each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for that such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply be so treated to the extent that its application such treatment would result in a duplication of benefits with respect benefits. Without limiting the foregoing, but subject to the same period terms and conditions of service. In additionCNB’s health and similar plans, Buyer CNB shall waive, not treat any employee of the Company or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods of its Subsidiaries as a “new” employee for purposes of any exclusions under any health or similar plan of CNB for a pre-existing medical condition to the same extent that any such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived exclusion did not apply under any comparable Benefit Plan a health or similar plan of the Company or its Subsidiaries immediately prior to the Closing Date Effective Time, and use commercially reasonable efforts to recognize for purposes of annual deductible and outany deductibles, co-of-pocket limits under its medical and dental plans, deductible and payments or out-of-pocket expenses paid by Continuing Employees in under any of the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer Company’s or any of its Subsidiaries Subsidiaries’ health plans shall be credited towards deductibles, co-payments or (ii) maintain any Benefit Plans in effect as out-of-pocket expenses under CNB’s health plans upon delivery to CNB of the date of this Agreementappropriate documentation.

Employees and Benefit Plans. (ia) Following As promptly as practicable after the Closing DateEffective Time as determined in the reasonable discretion of Buyer, subject Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (“Company Employees”) with at least the types and levels of employee benefits comparable in the aggregate to those maintained by Buyer for similarly-situated employees of Buyer. Buyer will treat, and cause its applicable Lawbenefit plans to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for other appropriate benefits including, but not limited to, applicability of benefits minimum waiting periods for participation (but not for benefit accrual under the employee benefit plans any such applicable plan) and not for participation in or accrual under any retiree health plan or executive supplemental retirement plan of Buyer or any of Buyer’s ERISA Affiliates. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s health and similar plans, Buyer shall not treat any employee of the Company or any of its Subsidiaries (other than as a “new” employee for purposes of any exclusions under defined benefit retirement plans, postretirement plans providing any health or similar plan of Buyer for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years similar plan of service (up to a maximum of 10 years) with the Company and or its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate Subsidiaries immediately prior to the Closing Date; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In additionEffective Time, Buyer shall waiveand any deductibles, co-payments or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in under any of the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer Company’s or any of its Subsidiaries Subsidiaries’ health plans shall be credited towards deductibles, co-payments or (ii) maintain any Benefit Plans in effect as out-of-pocket expenses under Buyer’s health plans upon delivery to Buyer of the date of this Agreementappropriate documentation.

Employees and Benefit Plans. (ia) Following From and after the Closing DateEffective Time, subject Buyer agrees to applicable Lawprovide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, for purposes of vesting, eligibility to participate the “Company Employees”) with at least the types and levels of employee benefits under the (including employee benefit plans of Buyer and its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up contribution levels) comparable to a maximum of 10 years) with either those maintained by the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing shall not apply Effective Time or those maintained by Buyer for similarly-situated employees of Buyer, to be determined in Buyer’s sole discretion. To the extent that its application would result the Company Employees participate in a duplication of benefits with respect to the same period of service. In additionBuyer’s benefit plans, Buyer shall waivewill treat, and cause its applicable benefit plans to treat, the service of the Company Employees with the Company or cause any of its Subsidiaries as service rendered to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer or any of its Subsidiaries or for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation, but not for benefit accrual under any defined benefit plan (iiincluding minimum pension amount) maintain attributable to any Benefit Plans in effect as period before the Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s health and similar plans, Buyer shall not treat any employee of the date Company or any of this Agreementits Subsidiaries as a “new” employee for purposes of any exclusions under any health or similar plan of Buyer for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its Subsidiaries, and any deductibles paid under any of the Company’s or any of its Subsidiaries’ health plans shall be credited towards deductibles under Buyer’s health plans upon delivery to Buyer of appropriate documentation. Buyer will use its reasonable efforts to make appropriate arrangements with its insurance carrier(s) to ensure such result.

Employees and Benefit Plans. (ia) Following From and for at least the Closing Date12-month period after the Effective Time, subject Buyer agrees to provide the employees of the Company and any of its Subsidiaries who remain employed after the Effective Time (collectively, the “Company Employees”) with at least the types and levels of employee benefits substantially comparable in the aggregate to those then maintained by Buyer for similarly-situated employees of Buyer. Buyer will treat, and cause its applicable LawBuyer Employee Programs to treat, the service of the Company Employees with the Company or any of its Subsidiaries as service rendered to Buyer or any of its Subsidiaries for purposes of vesting, eligibility to participate participate, vesting and levels for level of benefits (but not for benefit accrual under any defined benefit plan) attributable to any period before the employee benefit plans Effective Time. Without limiting the foregoing, but subject to the terms and conditions of Buyer’s applicable Employee Programs, Buyer shall cause the Company’s employees to receive credit for their prior service for eligibility and vesting purposes in Buyer’s 401(k) plan and for purposes of determining the length of vacation, sick time, paid time off and severance under Buyer’s applicable plan or policy. Buyer shall also provide that the Company’s employees shall not be treated as “new” employees for purposes of any exclusions under any health or similar plan of Buyer and for a pre-existing medical condition to the extent that any such exclusion did not apply under a health or similar plan of the Company or its Subsidiaries (other than under defined benefit retirement plans, postretirement plans providing medical or dental benefits and any equity compensation plans), each Continuing Employee shall be credited with his or her years of service (up to a maximum of 10 years) with the Company and its predecessors before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior to the Closing Date; provided that the foregoing Effective Time, and shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, Buyer shall waive, or cause to be waived, any preexisting conditions, limitations, exclusions, actively at work requirements and waiting periods to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods are waived under any comparable Benefit Plan prior to the Closing Date and use commercially reasonable efforts to recognize for purposes of annual deductible and outprovide that any deductibles, co-of-pocket limits under its medical and dental plans, deductible and payments or out-of-pocket expenses paid by Continuing Employees in under any of the calendar year in which the Closing Date occurs. Nothing contained in this Section 5.02(a), expressed or implied, is intended to require Buyer to (i) transfer any Continuing Employee from any Benefit Plan to any employee benefit plan of Buyer Company’s or any of its Subsidiaries Subsidiaries’ health plans shall be credited towards deductibles, co-payments or (ii) maintain any Benefit Plans in effect as out-of-pocket expenses under Buyer’s health plans upon delivery to Buyer of appropriate documentation, subject to the terms and conditions of the date applicable Employee Program. Notwithstanding the foregoing provisions of this AgreementSection 6.10, service and other amounts shall not be credited to Company Employees (or their eligible dependents) to the extent the crediting of such service or other amounts would result in the duplication of benefits. Notwithstanding any of the foregoing to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any Company Employee or the funding of any such benefit.