Common use of Employees; Benefit Plans Clause in Contracts

Employees; Benefit Plans. (a) For a period beginning at the Effective Time and ending on the first (1st) anniversary of the Effective Time, Buyer shall, and shall cause Buyer Bank to, provide to each employee of Company and its Subsidiaries as of immediately prior to the Effective Time (each, a “Continuing Employee”) with (i) annual base salary or base wages (as applicable) that is at least equal to the annual base salary or base wages (as applicable) that was provided to such Continuing Employee immediately prior to the Effective Time, (ii) additional compensation opportunities that are comparable, in the aggregate, to such additional compensation opportunities provided to such Continuing Employee immediately prior to the Effective Time, and (iii) employee benefits that are no less favorable than those benefits provided to similarly situated Buyer employees. For purposes of the immediately preceding sentence, “additional compensation” includes short-term and long-term cash and equity incentive opportunities and, for certain senior employees, deferred compensation arrangements, and “employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit pension plan, Buyer’s health, dental and vision coverage, and the other Buyer benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefits). Beginning as of the Closing Date and continuing through the first (1st) anniversary of the Closing Date, Continuing Employees whose positions have been or could reasonably be expected to be eliminated as a consequence of the Merger will be given the opportunity to apply and be considered for any open position at Buyer Bank for which they are qualified, as if they were internal candidates of Buyer. For a period beginning on the Closing Date and continuing through the first (1st) anniversary thereof, each Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances, as defined on Company Disclosure Schedule 6.09(a), shall be eligible to receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocation) of a standard release of claims, in addition to COBRA continuation coverage as applicable.

Employees; Benefit Plans. (a) Following the Closing Date and except to the extent an alternative treatment is set forth in this Section 5.14, NBT may choose to maintain any or all of the Salisbury Benefit Plans in its sole discretion, and Salisbury and Salisbury Bank shall cooperate with NBT in order to effect any plan terminations to be made as of the Effective Time. For a the period beginning commencing at the Effective Time and ending on the first (1st) anniversary of 12 months after the Effective TimeTime (or until the applicable Continuing Employee’s earlier termination of employment), Buyer shallNBT shall provide, and shall or cause Buyer Bank toto be provided, provide to each employee of Company and its Subsidiaries Salisbury Bank who continues with the Surviving Bank as of immediately prior to the Effective Time Closing Date (each, a “Continuing Employee”) with (i) annual a base salary or a base wages (as applicable) that is rate of pay at least equal to the annual base salary or base wages (as applicable) that was rate of pay provided to such Continuing Employee immediately prior to the Effective Time, similarly situated employees of NBT or any Subsidiary of NBT and (ii) additional compensation opportunities that are comparableother benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate, to such additional compensation opportunities provided to such Continuing Employee immediately prior aggregate to the Effective Time, and (iii) employee benefits that are no less favorable than those benefits provided to similarly situated Buyer employeesemployees of NBT or any Subsidiary of NBT. For any Salisbury Benefit Plan terminated for which there is a comparable NBT Benefit Plan of general applicability, NBT shall take all commercially reasonable action so that Continuing Employees shall be entitled to participate in such NBT Benefit Plan to the same extent as similarly-situated employees NBT (it being understood that inclusion of the employees of Salisbury and Salisbury Bank in the NBT Benefit Plans may occur at different times with respect to different plans). NBT shall cause each NBT Benefit Plan in which Continuing Employees are eligible to participate to take into account for purposes of eligibility and vesting under the immediately preceding sentenceNBT Benefit Plans (but not for purposes of benefit accrual) the service of such employees with Salisbury or Salisbury Bank to the same extent as such service was credited for such purpose by Salisbury or Salisbury Bank; provided, “additional compensation” includes short-term and long-term cash and equity incentive opportunities andhowever, for certain senior employees, deferred compensation arrangements, and “employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit pension plan, Buyer’s health, dental and vision coverage, and that such service shall not be recognized to the other Buyer extent that such recognition would result in a duplication of benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefits)or retroactive application. Beginning as Nothing herein shall limit the ability of NBT to amend or terminate any of the Closing Date and continuing through the first (1st) anniversary of Salisbury Benefit Plans or NBT Benefit Plans in accordance with their terms at any time. Following the Closing Date, Continuing Employees whose positions have been or could reasonably be expected to be eliminated NBT shall honor, in accordance with Xxxxxxxxx’x policies and procedures in effect as a consequence of the Merger will be given date hereof, any employee expense reimbursement obligations of Xxxxxxxxx for out-of-pocket expenses incurred during the opportunity to apply and be considered for any open position at Buyer Bank for calendar year in which they are qualified, as if they were internal candidates of Buyer. For a period beginning on the Closing Date and continuing through the first (1st) anniversary thereof, each occurs by any Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances, as defined on Company Disclosure Schedule 6.09(a), shall be eligible to receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocation) of a standard release of claims, in addition to COBRA continuation coverage as applicableEmployee.

Employees; Benefit Plans. (a) For a period beginning at Following the Effective Time Closing Date, WFD may choose to maintain any or all of the CBNK Benefit Plans in its sole discretion and ending on the first (1st) anniversary CBNK shall cooperate with WFD in order to effect any plan terminations to be made as of the Effective Time. However, Buyer shallfor any CBNK Benefit Plan terminated for which there is a comparable WFD Benefit Plan of general applicability (other than the defined benefit pension plan maintained by WFD), and WFD shall take all reasonable action so that employees of CBNK shall be entitled to participate in such WFD Benefit Plan to the same extent as similarly-situated employees of WFD (it being understood that inclusion of the employees of CBNK in the WFD Benefit Plans may occur at different times with respect to different plans). WFD shall cause Buyer Bank to, provide each WFD Benefit Plan in which employees of CBNK are eligible to each employee participate to take into account for purposes of Company eligibility and vesting under the WFD Benefit Plans (but not for purposes of benefit accrual) the service of such employees with CBNK and its Subsidiaries as of immediately prior to the Effective Time same extent as such service was credited for such purpose by CBNK (eachother than for the defined benefit pension plan maintained by WFD); provided, a “Continuing Employee”) with (i) annual base salary or base wages (as applicable) however, that is at least equal such service shall not be recognized to the annual base salary extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of WFD to amend or base wages (as applicable) that was provided to such Continuing Employee immediately prior to the Effective Time, (ii) additional compensation opportunities that are comparable, in the aggregate, to such additional compensation opportunities provided to such Continuing Employee immediately prior to the Effective Time, and (iii) employee benefits that are no less favorable than those benefits provided to similarly situated Buyer employees. For purposes terminate any of the immediately preceding sentenceCBNK Benefit Plans or WFD Benefit Plans in accordance with their terms at any time; provided, “additional compensation” includes shorthowever, that WFD shall continue to maintain the CBNK Benefit Plans (other than stock-term based or incentive plans and long-term cash and equity incentive opportunities and, for certain senior employees, deferred compensation arrangements, and “employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s the defined benefit pension plan) for which there is a comparable WFD Benefit Plan until the CBNK Employees are permitted to participate in the WFD Benefit Plans, Buyer’s healthunless such WFD Benefit Plan has been frozen or terminated with respect to similarly-situated employees of WFD or any Subsidiary of WFD. Notwithstanding anything in the Agreement to the contrary, dental and vision coverage, and the other Buyer benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefits). Beginning as of the Closing Date and continuing through the first (1st) anniversary of the Closing Date, Continuing Employees whose positions have been or could reasonably be expected to be eliminated as a consequence of the Merger CBNK 2007 Equity Incentive Plan will be given maintained to the opportunity to apply and be considered for any open position at Buyer Bank for which they extent there are qualified, as if they were internal candidates of Buyer. For a period beginning on the Closing Date and continuing through the first (1st) anniversary thereof, each Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances, as defined on Company Disclosure Schedule 6.09(a), shall be eligible to receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocation) of a standard release of claims, in addition to COBRA continuation coverage as applicableoutstanding Converted Options.

Employees; Benefit Plans. (a) Following the Closing Date and except to the extent an alternative treatment is set forth in this Section 5.14, CZFS may choose to maintain any or all of the HVBC Benefit Plans in its sole discretion and HVBC shall cooperate with CZFS in order to effect any plan terminations to be made as of the Effective Time. For a the period beginning commencing at the Effective Time and ending on the first (1st) anniversary of 12 months after the Effective TimeTime (or until the applicable Continuing Employee’s earlier termination of employment), Buyer shallCZFS shall provide, and shall or cause Buyer Bank toto be provided, provide to each employee of Company and its Subsidiaries HVBC or HVB who continues with the Surviving Bank as of immediately prior to the Effective Time Closing Date (each, a “Continuing Employee”) with (i) annual a base salary or a base wages (as applicable) that is rate of pay at least equal to the annual base salary or base wages (as applicable) that was rate of pay provided to such Continuing Employee immediately prior to the Effective Time, similarly situated employees of CZFS or any Subsidiary of CZFS and (ii) additional compensation opportunities that are comparableother benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate, to such additional compensation opportunities provided to such Continuing Employee immediately prior aggregate to the Effective Time, and (iii) employee benefits that are no less favorable than those benefits provided to similarly situated Buyer employeesemployees of CZFS or any Subsidiary of CZFS. For any HVBC Benefit Plan terminated for which there is a comparable employee benefit or compensation plan, program, policy, agreement or arrangement of CZFS or any of its Subsidiaries (a “CZFS Benefit Plan”) of general applicability, CZFS shall take all commercially reasonable action so that Continuing Employees shall be entitled to participate in such CZFS Benefit plan to the same extent as similarly-situated employees of CZFS (it being understood that inclusion of the employees of HVBC and HVB in the CZFS Benefit Plans may occur at different times with respect to different plans). CZFS shall cause each CZFS Benefit Plan in which Continuing Employees are eligible to participate to take into account for purposes of eligibility and vesting under the immediately preceding sentenceCZFS Benefit Plans (but not for purposes of benefit accrual) the service of such employees with HVBC or HVB to the same extent as such service was credited for such purpose by HVBC or HVB; provided, “additional compensation” includes short-term and long-term cash and equity incentive opportunities andhowever, for certain senior employees, deferred compensation arrangements, and “employee that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit pension plan, Buyer’s health, dental and vision coverage, and . Nothing herein shall limit the other Buyer benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefits). Beginning as ability of CZFS to amend or terminate any of the Closing Date and continuing through HVBC Benefit Plans or CZFS Benefit Plans in accordance with their terms at any time; provided, however, that CZFS shall continue to maintain the first HVBC Benefit Plans (1stother than stock based or incentive plans) anniversary for which there is a comparable CZFS Benefit Plan until the HVBC Employees are permitted to participate in the CZFS Benefit Plans, unless such CZFS Benefit Plan has been frozen or terminated with respect to similarly situated employees of CZFS or any Subsidiary of CZFS. Following the Closing Date, Continuing Employees whose positions have been or could reasonably be expected to be eliminated CZFS shall honor, in accordance with HVBC’s policies and procedures in effect as a consequence of the Merger will be given date hereof, any employee expense reimbursement obligations of HVBC for out-of-pocket expenses incurred during the opportunity to apply and be considered for any open position at Buyer Bank for calendar year in which they are qualified, as if they were internal candidates of Buyer. For a period beginning on the Closing Date and continuing through the first (1st) anniversary thereof, each occurs by any Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances, as defined on Company Disclosure Schedule 6.09(a), shall be eligible to receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocation) of a standard release of claims, in addition to COBRA continuation coverage as applicableEmployee.

Employees; Benefit Plans. (a) Following the Closing Date and except to the extent an alternative treatment is set forth in this Section 5.14, NBT may choose to maintain any or all of the Exxxx Benefit Plans in its sole discretion, and Exxxx and Exxxx Bank shall cooperate with NBT in order to effect any plan terminations to be made as of the Effective Time as set forth in this Section 5.14 and in accordance with the terms of the applicable Exxxx Benefit Plans and applicable law. For a the period beginning commencing at the Effective Time and ending on the first twelve (1st12) anniversary of months after the Effective TimeTime (or until the applicable Continuing Employee’s earlier termination of employment), Buyer shallNBT shall provide, and shall or cause Buyer Bank toto be provided, provide to each employee of Company and its Subsidiaries Exxxx Bank who continues with the Surviving Bank as of immediately prior to the Effective Time Closing Date (each, a “Continuing Employee”) with (i) annual a base salary or a base wages (as applicable) that is rate of pay at least equal to the annual base salary or base wages (as applicable) that was rate of pay provided to such similarly situated employees of NBT or any Subsidiary of NBT (or until the applicable Continuing Employee immediately prior to the Effective TimeEmployee’s earlier termination of employment), and (ii) additional compensation opportunities that are comparableother benefits (other than severance or termination pay in order to avoid a duplication of benefits, if applicable) at least substantially comparable in the aggregate, to such additional compensation opportunities provided to such Continuing Employee immediately prior aggregate to the Effective Time, and (iii) employee benefits that are no less favorable than those benefits provided to similarly situated Buyer employeesemployees of NBT or any Subsidiary of NBT. For any Exxxx Benefit Plan terminated for which there is a comparable NBT Benefit Plan of general applicability, NBT shall take all commercially reasonable action so that Continuing Employees shall be entitled to participate in such NBT Benefit Plan to the same extent as similarly-situated employees NBT (it being understood that inclusion of the employees of Exxxx and Exxxx Bank in the NBT Benefit Plans may occur at different times with respect to different plans). NBT shall cause each NBT Benefit Plan in which Continuing Employees are eligible to participate to take into account for purposes of eligibility and vesting under the immediately preceding sentenceNBT Benefit Plans (but not for purposes of benefit accrual) the service of such employees with Exxxx or Exxxx Bank to the same extent as such service was credited for such purpose by Exxxx or Exxxx Bank; provided, “additional compensation” includes short-term and long-term cash and equity incentive opportunities andhowever, for certain senior employees, deferred compensation arrangements, and “employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit pension plan, Buyer’s health, dental and vision coverage, and that such service shall not be recognized to the other Buyer extent that such recognition would result in a duplication of benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefits)or retroactive application. Beginning as Nothing herein shall limit the ability of NBT to amend or terminate any of the Closing Date and continuing through the first (1st) anniversary of Exxxx Benefit Plans or NBT Benefit Plans in accordance with their terms at any time. Following the Closing Date, Continuing Employees whose positions have been or could reasonably be expected to be eliminated NBT shall honor, in accordance with Exxxx’x policies and procedures in effect as a consequence of the Merger will be given date hereof, any employee expense reimbursement obligations of Exxxx for out-of-pocket expenses incurred during the opportunity to apply and be considered for any open position at Buyer Bank for calendar year in which they are qualified, as if they were internal candidates of Buyer. For a period beginning on the Closing Date and continuing through the first (1st) anniversary thereof, each occurs by any Continuing Employee who is not party and all accrued but unused vacation credited to an individual agreement providing for severance or termination benefits and is terminated any Continuing Employee under severance qualifying circumstances, as defined on Company Disclosure Schedule 6.09(a), shall be eligible to receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocation) of a standard release of claims, in addition to COBRA continuation coverage as applicableExxxx Benefit Plans.

Employees; Benefit Plans. (a) For a period beginning at the Effective Time and ending on the first (1st) anniversary of the Effective Time, Buyer shall, and shall cause Buyer Bank to, provide to each employee of Company and its Subsidiaries as of immediately prior to the Effective Time (each, a “Continuing Employee”) with (i) annual base salary or base wages (as applicable) that is at least equal to the annual base salary or base wages (as applicable) that was provided to such Continuing Employee immediately prior Prior to the Effective Time, Parent shall take all reasonable action so that employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (iithe “Transferred Employees”) additional compensation opportunities that are comparableshall be entitled to participate, in the aggregate, to such additional compensation opportunities provided to such Continuing Employee immediately prior to effective as soon as administratively practicable following the Effective Time, in each “employee benefit plan,” as such term is defined by Section 3(3) of ERISA, maintained by Parent or its Subsidiaries and any Parent Stock Plan (iiicollectively, the “Parent Benefit Plans”) to the same extent as similarly-situated employees of Parent and its Subsidiaries (it being understood that inclusion of the employees of the Company and its Subsidiaries in the Parent Benefit Plans may occur at different times with respect to different plans and that any grants to any former employee of the Company or its Subsidiaries under any Parent Stock Plan shall be discretionary with Parent). Notwithstanding the foregoing, Parent may determine to continue any of the employee benefit plans, programs or arrangements of the Company or any of its Subsidiaries for Transferred Employees in lieu of offering participation in the Parent Benefit Plans providing similar benefits (e.g., medical and hospitalization benefits), to terminate any of such benefit plans, or to merge any such benefit plans with the Parent Benefit Plans, provided the result is the provision of benefits to Transferred Employees that are no less favorable than those substantially similar to the benefits provided to similarly situated Buyer employeesthe employees of Parent and Parent Bank generally. For Parent shall cause each Parent Benefit Plan, other than the Parent Employee Stock Ownership Plan, in which Transferred Employees are eligible to participate to recognize, for purposes of determining eligibility to participate in, the immediately preceding sentencevesting of benefits and for all other purposes (but not for accrual of benefits) under the Parent Benefit Plans the service of such Transferred Employees with the Company and its Subsidiaries to the same extent as such service was credited for such purpose by the Company; provided, “additional compensation” includes short-term and long-term cash and equity incentive opportunities andhowever, for certain senior employeesthat such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Notwithstanding anything to the contrary herein, deferred compensation arrangements, and “employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit pension plan, Buyer’s health, dental and vision coverage, and the other Buyer benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefits). Beginning as of the Closing Date and continuing through the first (1st) anniversary of the Closing Date, Continuing Transferred Employees whose positions have been or could reasonably be expected to be eliminated as a consequence of the Merger will be given treated as “new employees” of Parent or its Subsidiaries for purposes of determining eligibility and vesting under the opportunity to apply and be considered for any open position at Buyer Bank for which they are qualified, as if they were internal candidates of Buyer. For a period beginning on the Closing Date and continuing through the first (1st) anniversary thereof, each Continuing Parent Employee who is not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances, as defined on Company Disclosure Schedule 6.09(a), shall be eligible to receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocation) of a standard release of claims, in addition to COBRA continuation coverage as applicableStock Ownership Plan.

Employees; Benefit Plans. (a) For a period beginning at Following the Effective Time Closing Date, BWFG may choose not to maintain any or all of the QBT Benefit Plans in its sole discretion and ending on the first (1st) anniversary QBT shall cooperate with BWFG in order to effect any plan terminations to be made as of the Effective Time. However, Buyer shallfor any QBT Benefit Plan terminated for which there is a comparable BWFG Benefit Plan of general applicability, and BWFG shall cause Buyer Bank to, provide take all reasonable action so that employees of QBT shall be entitled to each employee of Company and its Subsidiaries as of immediately prior participate in such BWFG Benefit Plan to the Effective Time same extent as similarly-situated employees of BWFG (eachit being understood that inclusion of the employees of QBT in the BWFG Benefit Plans may occur at different times with respect to different plans, a “Continuing Employee”) with (i) annual base salary or base wages (as applicable) that is at least equal to the annual base salary or base wages (as applicable) that was provided to such Continuing Employee immediately prior to including after the Effective Time). BWFG shall cause each BWFG Benefit Plan in which employees of QBT are eligible to participate to take into account for purposes of eligibility and vesting under the BWFG Benefit Plans but not for purposes of benefit accrual the service of such employees with QBT to the same extent as such service was credited for such purpose by QBT; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BWFG to amend or terminate any of the QBT Benefit Plans or BWFG Benefit Plans in accordance with their terms at any time; provided, however, that BWFG shall continue to maintain the QBT Benefit Plans (iiother than stock-based or incentive plans) additional compensation opportunities that for which there is a comparable BWFG Benefit Plan until the QBT Employees are comparable, permitted to participate in the aggregateBWFG Benefit Plans, to unless such additional compensation opportunities provided to such Continuing Employee immediately prior to the Effective Time, and (iii) employee benefits that are no less favorable than those benefits provided BWFG Benefit Plan has been frozen or terminated with respect to similarly situated Buyer employees. For purposes employees of the immediately preceding sentence, “additional compensation” includes short-term and long-term cash and equity incentive opportunities and, for certain senior employees, deferred compensation arrangements, and “employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit pension plan, Buyer’s health, dental and vision coverage, and the other Buyer benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefits). Beginning as BWFG or any Subsidiary of the Closing Date and continuing through the first (1st) anniversary of the Closing Date, Continuing Employees whose positions have been or could reasonably be expected to be eliminated as a consequence of the Merger will be given the opportunity to apply and be considered for any open position at Buyer Bank for which they are qualified, as if they were internal candidates of Buyer. For a period beginning on the Closing Date and continuing through the first (1st) anniversary thereof, each Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances, as defined on Company Disclosure Schedule 6.09(a), shall be eligible to receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocation) of a standard release of claims, in addition to COBRA continuation coverage as applicableBWFG.

Employees; Benefit Plans. (a) For a period beginning at the Effective Time and ending on the first (1st) anniversary of the Effective Time, Buyer shall, and shall cause Buyer Bank to, provide to each employee of Company and its Subsidiaries as of immediately prior to the Effective Time (each, a “Continuing Employee”) with (i) annual base salary or base wages (as applicable) that is at least equal to the annual base salary or base wages (as applicable) that was provided to such Continuing Employee immediately prior to the Effective Time, (ii) additional compensation opportunities that are comparable, in the aggregate, to such additional compensation opportunities provided to such Continuing Employee immediately prior to the Effective Time, and (iii) employee benefits that are no less favorable than those benefits provided to similarly situated Buyer employees. For purposes of the immediately preceding sentence, “additional compensation” includes short-term and long-term cash and equity incentive opportunities and, for certain senior employees, deferred compensation arrangements, and “employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit pension plan, Buyer’s health, dental and vision coverage, and the other Buyer benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefits). Beginning as of the Closing Date and continuing through the first (1st) anniversary of Following the Closing Date, Continuing Employees whose positions BHB may choose to maintain any or all of the LSBG Benefit Plans in its sole discretion. Effective no later than the day immediately preceding the Closing Date, LSBG shall terminate any LSBG Benefit Plans for which participant consent is not required and that BHB has requested to be terminated by providing written notice to LSBG at least fifteen (15) days prior to the Closing Date. No later than the day immediately preceding the Closing Date, LSBG shall provide BHB with evidence that such LSBG Benefit Plans have been terminated. However, for any LSBG Benefit Plan terminated for which there is a comparable BHB Benefit Plan of general applicability (other than the defined benefit pension plan or could reasonably any nonqualified deferred compensation plans or arrangements maintained by BHB), BHB shall take all reasonable action so that employees of LSBG shall be expected entitled to be eliminated participate in such BHB Benefit Plan to the same extent as a consequence similarly-situated employees of BHB (it being understood that inclusion of the Merger will employees of LSBG in the BHB Benefit Plans may occur at different times with respect to different plans). BHB shall cause each BHB Benefit Plan in which employees of LSBG are eligible to participate to take into account for purposes of eligibility and vesting under the BHB Benefit Plans (but not for purposes of benefit accrual) the service of such employees with LSBG and its Subsidiaries to the same extent as such service was credited for such purpose by LSBG (other than for the defined benefit pension plan or any nonqualified deferred compensation plans or arrangements maintained by BHB); provided, however, that such service shall not be given recognized to the opportunity extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of BHB to apply amend or terminate any of the LSBG Benefit Plans or BHB Benefit Plans in accordance with their terms at any time; provided, however, that BHB shall continue to maintain the LSBG Benefit Plans (other than stock-based or incentive plans and be considered for the defined benefit pension plan and any open position at Buyer Bank nonqualified deferred compensation plans or arrangements) for which they there is a comparable BHB Benefit Plan until the LSBG Employees are qualifiedpermitted to participate in the BHB Benefit Plans, as if they were internal candidates unless such BHB Benefit Plan has been frozen or terminated with respect to similarly-situated employees of Buyer. For a period beginning on the Closing Date and continuing through the first (1st) anniversary thereof, each Continuing Employee who is not party to an individual agreement providing for severance BHB or termination benefits and is terminated under severance qualifying circumstances, as defined on Company Disclosure Schedule 6.09(a), shall be eligible to receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocation) any Subsidiary of a standard release of claims, in addition to COBRA continuation coverage as applicableBHB.

Employees; Benefit Plans. (a) For a period beginning at Following the Effective Time Closing Date, SBBX may choose to maintain any or all of the CBBC Benefit Plans in its sole discretion and ending on the first (1st) anniversary CBBC shall cooperate with SBBX in order to effect any plan mergers or terminations to be made as of the Effective Time. However, Buyer shallfor any CBBC Benefit Plan terminated for which there is a comparable SBBX Benefit Plan of general applicability, and SBBX shall take all commercially reasonable action so that employees of CBBC shall be entitled to participate in such SBBX Benefit Plan to the same extent as similarly-situated employees of SBBX (it being understood that inclusion of the employees of CBBC in the SBBX Benefit Plans may occur at different times with respect to different plans). SBBX shall cause Buyer Bank to, provide each SBBX Benefit Plan in which employees of CBBC are eligible to each employee participate to take into account for purposes of Company eligibility and its Subsidiaries as vesting under the SBBX Benefit Plans (but not for purposes of immediately prior benefit accrual) the service of such employees with CBBC to the Effective Time (eachsame extent as such service was credited for such purpose by CBBC; provided, a “Continuing Employee”) with (i) annual base salary or base wages (as applicable) however, that is at least equal such service shall not be recognized to the annual base salary extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of SBBX to amend, merge or base wages terminate any of the CBBC Benefit Plans or SBBX Benefit Plans in accordance with their terms at any time; provided, however, that SBBX shall continue to maintain the CBBC Benefit Plans (as applicableother than stock-based or incentive plans) that was provided for which there is a comparable SBBX Benefit Plan until the CBBC Employees are permitted to such Continuing Employee immediately prior to the Effective Time, (ii) additional compensation opportunities that are comparable, participate in the aggregateSBBX Benefit Plans, to unless such additional compensation opportunities provided to such Continuing Employee immediately prior to the Effective TimeSBBX Benefit Plan has been frozen, and (iii) employee benefits that are no less favorable than those benefits provided merged or terminated with respect to similarly situated Buyer employees. For purposes employees of the immediately preceding sentence, “additional compensation” includes short-term and long-term cash and equity incentive opportunities and, for certain senior employees, deferred compensation arrangements, and “employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit pension plan, Buyer’s health, dental and vision coverage, and the other Buyer benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefits). Beginning as SBBX or any Subsidiary of the Closing Date and continuing through the first (1st) anniversary of the Closing Date, Continuing Employees whose positions have been or could reasonably be expected to be eliminated as a consequence of the Merger will be given the opportunity to apply and be considered for any open position at Buyer Bank for which they are qualified, as if they were internal candidates of Buyer. For a period beginning on the Closing Date and continuing through the first (1st) anniversary thereof, each Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances, as defined on Company Disclosure Schedule 6.09(a), shall be eligible to receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocation) of a standard release of claims, in addition to COBRA continuation coverage as applicableSBBX.

Employees; Benefit Plans. (a) For a period beginning at the Effective Time and ending on the first (1st) anniversary of the Effective Time, Buyer shall, and shall cause Buyer Bank to, provide to each employee of Company and its Subsidiaries as of immediately prior to the Effective Time (each, a “Continuing Employee”) with (i) annual base salary or base wages (as applicable) that is at least equal to the annual base salary or base wages (as applicable) that was provided to such Continuing Employee immediately prior to the Effective Time, (ii) additional compensation opportunities that are comparable, in the aggregate, to such additional compensation opportunities provided to such Continuing Employee immediately prior to the Effective Time, and (iii) employee benefits that are no less favorable than those benefits provided to similarly situated Buyer employees. For purposes of the immediately preceding sentence, “additional compensation” includes short-term and long-term cash and equity incentive opportunities and, for certain senior employees, deferred compensation arrangements, and “employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit pension plan, Buyer’s health, dental and vision coverage, and the other Buyer benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefits). Beginning as of the Closing Date and continuing through the first (1st) anniversary As of the Closing Date, (i) the Excluded Employees shall no longer be eligible to participate in the Company Benefit Plans and (ii) all employees of the Acquired Companies who are not Excluded Employees and remain employed immediately after the Closing (each a “Company Continuing Employee”) shall continue to be eligible to participate in the Company Benefit Plans to the same extent such Company Continuing Employees whose positions participated in such plans immediately prior to the Closing Date. Prior to the Closing Date, the Seller shall use commercially reasonable efforts to take all steps necessary to ensure that the Company Benefit Plans are maintained and sponsored by the applicable Acquired Company or any successor entity of such Acquired Company without material interruption, such that the Company Continuing Employees (A) are credited for service with the Acquired Companies for the pre-Closing period, (B) continue to have been or could reasonably be expected pre-existing condition exclusions and actively-at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements waived to be eliminated the extent satisfied by any Company Continuing Employee under any Company Benefit Plan as a consequence of the Merger will be given the opportunity to apply Closing Date, and be considered for (C) have any open position at Buyer Bank for which they are qualifieddeductible, as if they were internal candidates of Buyer. For a period beginning co-insurance and out-of-pocket covered expenses paid on or before the Closing Date and continuing through the first (1st) anniversary thereof, each by any Company Continuing Employee who is (or covered dependent thereof) continue to be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date in the year of the Closing. In addition to the foregoing, the Seller and the Acquired Companies will use commercially reasonably efforts prior to the Closing to adopt new long-term incentive plans for the operative Acquired Companies to grant, on a discretionary basis, any benefits not party covered by the Company Benefit Plans to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstancesbe maintained by ListCo following the Closing (collectively, as defined on Company Disclosure Schedule 6.09(athe “New Benefit Plans”), shall which New Benefit Plans will be eligible to receive severance benefits adopted and medical and dental coverage as set forth become effective on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocation) of a standard release of claims, in addition to COBRA continuation coverage as applicablethe Closing.

Employees; Benefit Plans. (a) Following the Closing Date, Cambridge may choose to maintain any or all of the Northmark Benefit Plans in its sole discretion and Northmark shall cooperate with Cambridge in order to effect any plan terminations to be made as of the Effective Time. For a the period beginning commencing at the Effective Time and ending on the first twelve (1st12) anniversary of months after the Effective TimeTime (or until the applicable Continuing Employee’s earlier termination of employment), Buyer shallCambridge shall provide, and shall or cause Buyer Bank toto be provided, provide to each employee of Company and its Subsidiaries Northmark who continues with the Surviving Bank as of immediately prior to the Effective Time Closing Date (each, a “Continuing Employee”) with (i) annual a base salary or a base wages (as applicable) that is rate of pay at least equal to the annual base salary or base wages (as applicable) that was rate of pay provided to such Continuing Employee immediately prior to the Effective Time, (ii) additional compensation opportunities that are comparable, in the aggregate, to such additional compensation target cash bonus opportunities provided to such Continuing Employee immediately prior to the Effective Time, similarly-situated employees of Cambridge or its Subsidiaries and (iii) employee other benefits that are no less favorable (other than those severance or termination pay) at least substantially comparable in the aggregate to the benefits provided to similarly similarly-situated Buyer employeesemployees of Cambridge or its Subsidiaries. For Cambridge shall take all commercially reasonable action so that Continuing Employees shall be entitled to participate in each employee benefit or compensation plan, program, policy, agreement or arrangement of Cambridge or any of its Subsidiaries of general applicability to the same extent as similarly-situated employees of Cambridge (it being understood that inclusion of the employees of Northmark in the Cambridge Benefit Plans may occur at different times with respect to different plans). Cambridge shall cause each Cambridge Benefit Plan in which Continuing Employees are eligible to participate to take into account for purposes of eligibility and vesting under the immediately preceding sentence, “additional compensation” includes short-term and long-term cash and equity incentive opportunities and, Cambridge Benefit Plans (but not for certain senior employees, deferred compensation arrangements, and “employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s purposes of benefit accrual under a defined benefit pension plan) the service of such employees with Northmark to the same extent as such service was credited for such purpose by Northmark; provided, Buyer’s healthhowever, dental and vision coveragethat such service shall not be recognized to the extent that such recognition would result in a duplication of benefits or retroactive application. Nothing herein shall limit the ability of Cambridge to amend or terminate any of the Northmark Benefit Plans or Cambridge Benefit Plans in accordance with their terms at any time; provided, and however, that Cambridge shall continue to maintain the Northmark Benefit Plans (other Buyer benefits (in each casethan cash incentive, excluding equity or equity-based incentive, retention, change in control, retentionseverance, defined benefit pensionbenefit, nonqualified deferred compensationretiree welfare or similar plans, and retiree medical benefits). Beginning as of the Closing Date and continuing through the first (1stprograms or agreements) anniversary of the Closing Date, Continuing Employees whose positions have been or could reasonably be expected to be eliminated as a consequence of the Merger will be given the opportunity to apply and be considered for any open position at Buyer Bank for which they there is a comparable Cambridge Benefit Plan until the Northmark Employees are qualifiedpermitted to participate in the Cambridge Benefit Plans, as if they were internal candidates unless such Cambridge Benefit Plan has been frozen or terminated with respect to similarly situated employees of Buyer. For a period beginning on the Closing Date and continuing through the first (1st) anniversary thereof, each Continuing Employee who is not party to an individual agreement providing for severance Cambridge or termination benefits and is terminated under severance qualifying circumstances, as defined on Company Disclosure Schedule 6.09(a), shall be eligible to receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocation) any Subsidiary of a standard release of claims, in addition to COBRA continuation coverage as applicableCambridge.

Employees; Benefit Plans. (a) For a period beginning at the Effective Time and ending on the first (1st) anniversary of the Effective Time, Buyer shall, and shall cause Buyer Bank to, provide to each employee of Company and its Subsidiaries as of immediately prior to the Effective Time (each, a “Continuing Employee”) with (i) annual base salary or base wages (as applicable) that is at least equal to the annual base salary or base wages (as applicable) that was provided to such Continuing Employee immediately prior to the Effective Time, (ii) additional compensation opportunities that are comparable, in the aggregate, to such additional compensation opportunities provided to such Continuing Employee immediately prior to the Effective Time, and (iii) employee benefits that are no less favorable than those benefits provided to similarly situated Buyer employees. For purposes of the immediately preceding sentence, “additional compensation” includes short-term and long-term cash and equity incentive opportunities and, for certain senior employees, deferred compensation arrangements, and “employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit pension plan, Buyer’s health, dental and vision coverage, and the other Buyer benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefits). Beginning as of the Closing Date and continuing through the first (1st) anniversary As of the Closing Date, (i) the Excluded Employees shall no longer be eligible to participate in the Company Benefit Plans and (ii) all employees of the Acquired Companies who are not Excluded Employees and remain employed immediately after the Closing (each a “Company Continuing Employee”) shall continue to be eligible to participate in the Company Benefit Plans to the same extent such Company Continuing Employees whose positions have been participated in such plans immediately prior to the Closing Date. Prior to the Closing Date, Sellers shall use commercially reasonable efforts to take all steps necessary to ensure that the Company Benefit Plans are maintained and sponsored by the Company or could reasonably be expected to be eliminated as a consequence any successor entity of the Merger will be given Company without material interruption, such that the opportunity Company Continuing Employees (A) are credited for service with the Acquired Companies for the pre-Closing period, (B) continue to apply have pre-existing condition exclusions and be considered for actively-at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements waived to the extent satisfied by any open position at Buyer Bank for which they are qualifiedCompany Continuing Employee under any Company Benefit Plan as of the Closing Date, as if they were internal candidates of Buyer. For a period beginning and (C) have any deductible, co-insurance and out-of-pocket covered expenses paid on or before the Closing Date and continuing through the first (1st) anniversary thereof, each by any Company Continuing Employee who is (or covered dependent thereof) continue to be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Closing Date in the year of the Closing. In addition to the foregoing, the Sellers and the Company will use commercially reasonably efforts prior to the Closing to adopt new long-term incentive plans for the Company to grant, on a discretionary basis, any benefits not party covered by the Company Benefit Plans to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstancesbe maintained by the Company following the Closing (collectively, as defined on Company Disclosure Schedule 6.09(athe “New Benefit Plans”), shall which New Benefit Plans will be eligible to receive severance benefits adopted and medical and dental coverage as set forth become effective on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocation) of a standard release of claims, in addition to COBRA continuation coverage as applicablethe Closing.

Employees; Benefit Plans. (a) For a period beginning at HCC and HBC shall have the right but not the obligation to offer employment immediately following the Effective Time to any and ending on the first (1st) anniversary of the Effective Time, Buyer shall, and shall cause Buyer Bank to, provide to each employee of Company and its Subsidiaries as of all persons who are Tri-Valley employees immediately prior to before the Effective Time (each, a employees of Tri-Valley who will be employed by HCC or HBC are referred to as “Continuing EmployeeEmployees”) ). Tri-Valley will provide HCC with (i) annual base information regarding such persons’ current employment arrangements with Tri-Valley and will otherwise assist HCC and HBC in making such offers. Continuing Employees shall be offered salary or base wages (as applicable) that is wage levels at least equal to the annual base salary or base wages (as applicable) that was provided wage levels to which such Continuing Employee employees were entitled to immediately prior to the Effective TimeClosing Date. Subject to the provisions of this Section 5.11, (ii) additional compensation opportunities that are comparable, in the aggregate, to such additional compensation opportunities provided to such Continuing Employee immediately prior to as soon as administratively practicable after the Effective Time, HCC shall take all reasonable action so that Continuing Employees shall be entitled to participate in each employee benefit plan, program or arrangement of HCC and HBC of general applicability (iiithe “HCC Benefit Plans”) employee benefits to the same extent as similarly-situated employees of HCC and HBC (it being understood that inclusion of Continuing Employees in HCC Benefit Plans may occur at different times with respect to different plans), provided, however, that coverage shall be continued under corresponding benefit plans of Tri-Valley (to the extent such Tri-Valley plans have not been terminated) until such employees are no less favorable than those benefits provided permitted to similarly situated Buyer employees. For purposes of participate in the immediately preceding sentence, “additional compensation” includes short-term and long-term cash and equity incentive opportunities HCC Benefit Plans and, for certain senior employeesprovided further, deferred compensation arrangements, that Continuing Employees shall not have the opportunity to participate in the HBC 2005 Amended and Restated Supplemental Executive Retirement Plan (“employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit pension plan, Buyer’s health, dental and vision coverage, and the other Buyer benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefitsSERP”). Beginning as of Accordingly, HCC and HBC shall use reasonable efforts to ensure that from the Closing Date and continuing through the first (1st) anniversary of the Closing Datenext open enrollment date for a HCC or HBC group health, dental, and vision, Continuing Employees whose positions have been or could reasonably be expected shall continue to be eliminated as a consequence of the Merger will be given the opportunity to apply covered by Tri-Valley’s group health, dental, and be considered for any open position at Buyer Bank for which they are qualified, as if they were internal candidates of Buyer. For a period beginning on the Closing Date and continuing through the first (1st) anniversary thereof, each Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances, as defined on Company Disclosure Schedule 6.09(a), shall be eligible to receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocation) of a standard release of claims, in addition to COBRA continuation coverage as applicablevision.

Employees; Benefit Plans. (a) For a period beginning at HCC and HBC shall have the right but not the obligation to offer employment immediately following the Effective Time to any and ending on the first (1st) anniversary of the Effective Time, Buyer shall, and shall cause Buyer Bank to, provide to each employee of Company and its Subsidiaries as of all persons who are Focus employees immediately prior to before the Effective Time (each, a employees of Focus who will be employed by HCC or HBC are referred to as “Continuing EmployeeEmployees”) . Focus will provide HCC with (i) annual base information regarding such persons’ current employment arrangements with Focus and will otherwise assist HCC and HBC in making such offers. Continuing Employees shall be offered salary or base wages (as applicable) that is wage levels at least equal to the annual base salary or base wages (as applicable) that was provided wage levels to which such Continuing Employee employees were entitled to immediately prior to the Effective TimeClosing Date. Subject to the provisions of this Section 5.11, (ii) additional compensation opportunities that are comparable, in the aggregate, to such additional compensation opportunities provided to such Continuing Employee immediately prior to as soon as administratively practicable after the Effective Time, HCC shall take all reasonable action so that Continuing Employees shall be entitled to participate in each employee benefit plan, program or arrangement of HCC and HBC of general applicability (iiithe “HCC Benefit Plans”) employee benefits to the same extent as similarly-situated employees of HCC and HBC (it being understood that inclusion of Continuing Employees in HCC Benefit Plans may occur at different times with respect to different plans), provided, however, that coverage shall be continued under corresponding benefit plans of Focus (to the extent such Focus plans have not been terminated) until such employees are no less favorable than those benefits provided permitted to similarly situated Buyer employees. For purposes of participate in the immediately preceding sentence, “additional compensation” includes short-term and long-term cash and equity incentive opportunities HCC Benefit Plans and, for certain senior employeesprovided further, deferred compensation arrangements, that Continuing Employees shall not have the opportunity to participate in the HBC 2005 Amended and Restated Supplemental Executive Retirement Plan (“employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit pension plan, Buyer’s health, dental and vision coverage, and the other Buyer benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefitsSERP”). Beginning as of Accordingly, HCC and HBC shall use reasonable efforts to ensure that from the Closing Date and continuing through the first (1st) anniversary of the Closing Datenext open enrollment date for a HCC or HBC group health, dental, and vision, Continuing Employees whose positions have been or could reasonably be expected shall continue to be eliminated as a consequence of the Merger will be given the opportunity to apply covered by Focus’s group health, dental, and be considered for any open position at Buyer Bank for which they are qualified, as if they were internal candidates of Buyer. For a period beginning on the Closing Date and continuing through the first (1st) anniversary thereof, each Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances, as defined on Company Disclosure Schedule 6.09(a), shall be eligible to receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocation) of a standard release of claims, in addition to COBRA continuation coverage as applicablevision.

Employees; Benefit Plans. (a) For a period beginning at HCC and HBC shall have the right but not the obligation to offer employment immediately following the Effective Time to any and ending on the first (1st) anniversary of the Effective Time, Buyer shall, and shall cause Buyer Bank to, provide to each employee of Company and its Subsidiaries as of all persons who are UAB employees immediately prior to before the Effective Time (each, a employees of UAB who will be employed by HCC or HBC are referred to as “Continuing EmployeeEmployees”) ). UAB will provide HCC with (i) annual base information regarding such persons’ current employment arrangements with UAB and will otherwise assist HCC and HBC in making such offers. Continuing Employees shall be offered salary or base wages (as applicable) that is wage levels at least equal to the annual base salary or base wages (as applicable) that was provided wage levels to which such Continuing Employee employees were entitled to immediately prior to the Effective TimeClosing Date. Subject to the provisions of this Section 6.11, (ii) additional compensation opportunities that are comparable, in the aggregate, to such additional compensation opportunities provided to such Continuing Employee immediately prior to as soon as administratively practicable after the Effective Time, HCC shall take all reasonable action so that Continuing Employees shall be entitled to participate in each employee benefit plan, program or arrangement of HCC and HBC of general applicability (iiithe “HCC Benefit Plans”) employee benefits to the same extent as similarly-situated employees of HCC and HBC (it being understood that inclusion of Continuing Employees in HCC Benefit Plans may occur at different times with respect to different plans), provided, however, that coverage shall be continued under corresponding benefit plans of UAB (to the extent such UAB plans have not been terminated) until such employees are no less favorable than those benefits provided permitted to similarly situated Buyer employees. For purposes of participate in the immediately preceding sentence, “additional compensation” includes short-term and long-term cash and equity incentive opportunities HCC Benefit Plans and, for certain senior employeesprovided further, deferred compensation arrangements, that Continuing Employees shall not have the opportunity to participate in the HBC 2005 Amended and Restated Supplemental Executive Retirement Plan (“employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit pension plan, Buyer’s health, dental and vision coverage, and the other Buyer benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefitsSERP”). Beginning as of Accordingly, HCC and HBC shall use reasonable efforts to ensure that from the Closing Date and continuing through the first (1st) anniversary of the Closing Datenext open enrollment date for a HCC or HBC group health, dental, and vision, Continuing Employees whose positions have been or could reasonably be expected shall continue to be eliminated as a consequence of the Merger will be given the opportunity to apply covered by UAB’s group health, dental, and be considered for any open position at Buyer Bank for which they are qualified, as if they were internal candidates of Buyer. For a period beginning on the Closing Date and continuing through the first (1st) anniversary thereof, each Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances, as defined on Company Disclosure Schedule 6.09(a), shall be eligible to receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocation) of a standard release of claims, in addition to COBRA continuation coverage as applicablevision.

Employees; Benefit Plans. (a) For a period beginning at Prior to the Effective Time Time, Parent shall take all reasonable action so that employees of the Company and ending on its Subsidiaries who become employees of Parent and its Subsidiaries (the first “Transferred Employees”) shall be entitled to participate, effective as soon as administratively practicable following the Effective Time, in each Parent Benefit Plan of general applicability to the same extent as similarly-situated employees of Parent and its Subsidiaries (1st) anniversary it being understood that inclusion of the employees of the Company and its Subsidiaries in the Parent Benefit Plans may occur at different times with respect to different plans and that any grants to any former employee of the Company or its Subsidiaries under any equity compensation plan of Parent shall be discretionary with Parent). To the extent that Transferred Employees are not entitled to participate in any Parent Benefit Plan effective as of the Effective Time, Buyer shallsuch employees shall continue to participate in the corresponding employee benefit plan, and shall cause Buyer Bank to, provide to each employee program or arrangement of the Company and its Subsidiaries so as of immediately to ensure that there is not a lapse in participation or coverage (but in no event to provide duplicate participation or coverage), as applicable, prior to participation in such Parent Benefit Plan; provided that in no event shall Parent be required to continue any employee benefit plan, program or arrangement of the Effective Time (each, a “Continuing Employee”) with (i) annual base salary or base wages (as applicable) that Company for which there is at least equal no corresponding Parent Benefit Plan. Parent shall cause each Parent Benefit Plan in which Transferred Employees are eligible to the annual base salary or base wages (as applicable) that was provided participate to such Continuing Employee immediately prior to the Effective Time, (ii) additional compensation opportunities that are comparable, in the aggregate, to such additional compensation opportunities provided to such Continuing Employee immediately prior to the Effective Time, and (iii) employee benefits that are no less favorable than those benefits provided to similarly situated Buyer employees. For take into account for purposes of eligibility, vesting and benefit accruals under the immediately preceding sentence, “additional compensation” includes short-term and long-term cash and equity incentive opportunities and, Parent Benefit Plans (other than for certain senior employees, deferred compensation arrangements, and “employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyerbenefit accruals under Parent’s defined benefit pension plan, Buyer’s health, dental ) the service of such employees with the Company and vision coverage, and the other Buyer benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefits). Beginning as of the Closing Date and continuing through the first (1st) anniversary of the Closing Date, Continuing Employees whose positions have been or could reasonably be expected to be eliminated as a consequence of the Merger will be given the opportunity to apply and be considered for any open position at Buyer Bank for which they are qualified, as if they were internal candidates of Buyer. For a period beginning on the Closing Date and continuing through the first (1st) anniversary thereof, each Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances, as defined on Company Disclosure Schedule 6.09(a), shall be eligible to receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution its Subsidiaries (and non-revocationany predecessor entities) to the same extent as such service was credited generally for such purpose by the Company and its Subsidiaries, provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of a standard release benefits with respect to the same period of claims, in addition to COBRA continuation coverage as applicableservice.

Employees; Benefit Plans. (a) Following the Closing Date and except to the extent an alternative treatment is set forth in this Section 5.14, NBT may choose to maintain any or all of the Xxxxx Benefit Plans in its sole discretion, and Xxxxx and Xxxxx Bank shall cooperate with NBT in order to effect any plan terminations to be made as of the Effective Time as set forth in this Section 5.14 and in accordance with the terms of the applicable Xxxxx Benefit Plans and applicable law. For a the period beginning commencing at the Effective Time and ending on the first twelve (1st12) anniversary of months after the Effective TimeTime (or until the applicable Continuing Employee’s earlier termination of employment), Buyer shallNBT shall provide, and shall or cause Buyer Bank toto be provided, provide to each employee of Company and its Subsidiaries Xxxxx Bank who continues with the Surviving Bank as of immediately prior to the Effective Time Closing Date (each, a “Continuing Employee”) with (i) annual a base salary or a base wages (as applicable) that is rate of pay at least equal to the annual base salary or base wages (as applicable) that was rate of pay provided to such similarly situated employees of NBT or any Subsidiary of NBT (or until the applicable Continuing Employee immediately prior to the Effective TimeEmployee’s earlier termination of employment), and (ii) additional compensation opportunities that are comparableother benefits (other than severance or termination pay in order to avoid a duplication of benefits, if applicable) at least substantially comparable in the aggregate, to such additional compensation opportunities provided to such Continuing Employee immediately prior aggregate to the Effective Time, and (iii) employee benefits that are no less favorable than those benefits provided to similarly situated Buyer employeesemployees of NBT or any Subsidiary of NBT. For any Xxxxx Benefit Plan terminated for which there is a comparable NBT Benefit Plan of general applicability, NBT shall take all commercially reasonable action so that Continuing Employees shall be entitled to participate in such NBT Benefit Plan to the same extent as similarly-situated employees NBT (it being understood that inclusion of the employees of Xxxxx and Xxxxx Bank in the NBT Benefit Plans may occur at different times with respect to different plans). NBT shall cause each NBT Benefit Plan in which Continuing Employees are eligible to participate to take into account for purposes of eligibility and vesting under the immediately preceding sentenceNBT Benefit Plans (but not for purposes of benefit accrual) the service of such employees with Xxxxx or Xxxxx Bank to the same extent as such service was credited for such purpose by Xxxxx or Xxxxx Bank; provided, “additional compensation” includes short-term and long-term cash and equity incentive opportunities andhowever, for certain senior employees, deferred compensation arrangements, and “employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit pension plan, Buyer’s health, dental and vision coverage, and that such service shall not be recognized to the other Buyer extent that such recognition would result in a duplication of benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefits)or retroactive application. Beginning as Nothing herein shall limit the ability of NBT to amend or terminate any of the Closing Date and continuing through the first (1st) anniversary of Xxxxx Benefit Plans or NBT Benefit Plans in accordance with their terms at any time. Following the Closing Date, Continuing Employees whose positions have been or could reasonably be expected to be eliminated NBT shall honor, in accordance with Xxxxx’x policies and procedures in effect as a consequence of the Merger will be given date hereof, any employee expense reimbursement obligations of Xxxxx for out-of-pocket expenses incurred during the opportunity to apply and be considered for any open position at Buyer Bank for calendar year in which they are qualified, as if they were internal candidates of Buyer. For a period beginning on the Closing Date and continuing through the first (1st) anniversary thereof, each occurs by any Continuing Employee who is not party and all accrued but unused vacation credited to an individual agreement providing for severance or termination benefits and is terminated any Continuing Employee under severance qualifying circumstances, as defined on Company Disclosure Schedule 6.09(a), shall be eligible to receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocation) of a standard release of claims, in addition to COBRA continuation coverage as applicableXxxxx Benefit Plans.

Employees; Benefit Plans. (a) For a period beginning at Following the Effective Time Closing Date, NHTB may choose to maintain any or all of the TNB Benefit Plans in its sole discretion and ending on the first (1st) anniversary TNB shall cooperate with NHTB in order to effect any plan terminations to be made as of the Effective Time. However, Buyer shallfor any TNB Benefit Plan terminated for which there is a comparable NHTB Benefit Plan of general applicability, and NHTB shall take all reasonable action so that employees of TNB shall be entitled to participate in such NHTB Benefit Plan to the same extent as similarly-situated employees of NHTB (it being understood that inclusion of the employees of TNB in the NHTB Benefit Plans may occur at different times with respect to different plans). NHTB shall cause Buyer Bank to, provide each NHTB Benefit Plan in which employees of TNB are eligible to each employee participate to take into account for purposes of Company eligibility and its Subsidiaries as vesting under the NHTB Benefit Plans (but not for purposes of immediately prior benefit accrual) the service of such employees with TNB to the Effective Time (eachsame extent as such service was credited for such purpose by TNB; provided, a “Continuing Employee”) with (i) annual base salary or base wages (as applicable) however, that is at least equal such service shall not be recognized to the annual base salary extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of NHTB to amend or base wages terminate any of the TNB Benefit Plans or NHTB Benefit Plans (as applicableincluding the frozen defined benefit plan maintained by NHTB) in accordance with their terms at any time; provided, however, that was provided NHTB shall continue to such Continuing Employee immediately prior maintain the TNB Benefit Plans (other than stock-based or incentive plans) for which there is a comparable NHTB Benefit Plan until the TNB Employees are permitted to the Effective Time, (ii) additional compensation opportunities that are comparable, participate in the aggregateNHTB Benefit Plans, to unless such additional compensation opportunities provided to such Continuing Employee immediately prior to the Effective Time, and (iii) employee benefits that are no less favorable than those benefits provided NHTB Benefit Plan has been frozen or terminated with respect to similarly situated Buyer employees. For purposes employees of the immediately preceding sentence, “additional compensation” includes short-term and long-term cash and equity incentive opportunities and, for certain senior employees, deferred compensation arrangements, and “employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit pension plan, Buyer’s health, dental and vision coverage, and the other Buyer benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefits). Beginning as NHTB or any Subsidiary of the Closing Date and continuing through the first (1st) anniversary of the Closing Date, Continuing Employees whose positions have been or could reasonably be expected to be eliminated as a consequence of the Merger will be given the opportunity to apply and be considered for any open position at Buyer Bank for which they are qualified, as if they were internal candidates of Buyer. For a period beginning on the Closing Date and continuing through the first (1st) anniversary thereof, each Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances, as defined on Company Disclosure Schedule 6.09(a), shall be eligible to receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocation) of a standard release of claims, in addition to COBRA continuation coverage as applicableNHTB.

Employees; Benefit Plans. (a) For a period beginning at Following the Effective Time and ending on the first (1st) anniversary Closing Date, NHTB may choose to maintain any or all of the Effective TimeFBFC Benefit Plans in its sole discretion. However, Buyer shall, and shall cause Buyer Bank to, provide to each employee for any FBFC Benefit Plan terminated for which there is a comparable benefit plan of Company and its Subsidiaries as general applicability at NHTB or any Subsidiary of immediately prior to the Effective Time NHTB (each, a “Continuing EmployeeNHTB Benefit Plan”) with (i) annual base salary or base wages (as applicable) ), NHTB shall take all reasonable action so that is at least equal employees of FBFC shall be entitled to participate in such NHTB Benefit Plan to the annual base salary or base wages same extent as similarly-situated employees of NHTB (as applicableit being understood that inclusion of the employees of FBFC in the NHTB Benefit Plans may occur at different times with respect to different plans). NHTB shall cause each NHTB Benefit Plan in which employees of FBFC are eligible to participate to take into account for purposes of eligibility and vesting under the NHTB Benefit Plans (but not for purposes of benefit accrual) that was provided to the service of such Continuing Employee immediately prior employees with FBFC to the Effective Timesame extent as such service was credited for such purpose by FBFC; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of NHTB to amend or terminate any of the FBFC Benefit Plans or NHTB Benefit Plans (iiincluding any defined benefit plan maintained by NHTB) additional compensation opportunities in accordance with their terms at any time; provided, however, that NHTB shall continue to maintain the FBFC Benefit Plans (other than stock-based or incentive plans) for which there is a comparable NHTB Benefit Plan until the FBFC Employees are comparable, permitted to participate in the aggregateNHTB Benefit Plans, to unless such additional compensation opportunities provided to such Continuing Employee immediately prior to the Effective Time, and (iii) employee benefits that are no less favorable than those benefits provided NHTB Benefit Plan has been frozen or terminated with respect to similarly situated Buyer employees. For purposes employees of the immediately preceding sentence, “additional compensation” includes short-term and long-term cash and equity incentive opportunities and, for certain senior employees, deferred compensation arrangements, and “employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit pension plan, Buyer’s health, dental and vision coverage, and the other Buyer benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefits). Beginning as NHTB or any Subsidiary of the Closing Date and continuing through the first (1st) anniversary of the Closing Date, Continuing Employees whose positions have been or could reasonably be expected to be eliminated as a consequence of the Merger will be given the opportunity to apply and be considered for any open position at Buyer Bank for which they are qualified, as if they were internal candidates of Buyer. For a period beginning on the Closing Date and continuing through the first (1st) anniversary thereof, each Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances, as defined on Company Disclosure Schedule 6.09(a), shall be eligible to receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocation) of a standard release of claims, in addition to COBRA continuation coverage as applicableNHTB.

Employees; Benefit Plans. (a) For a period beginning at Following the Effective Time Closing Date, SBBX may choose to maintain any or all of the EBNJ Benefit Plans in its sole discretion and ending on the first (1st) anniversary EBNJ shall cooperate with SBBX in order to effect any plan terminations to be made as of the Effective Time. However, Buyer shallfor any EBNJ Benefit Plan terminated for which there is a comparable SBBX Benefit Plan of general applicability, and SBBX shall take all commercially reasonable action so that employees of EBNJ shall be entitled to participate in such SBBX Benefit Plan to the same extent as similarly-situated employees of SBBX (it being understood that inclusion of the employees of EBNJ in the SBBX Benefit Plans may occur at different times with respect to different plans). SBBX shall cause Buyer Bank to, provide each SBBX Benefit Plan in which employees of EBNJ are eligible to each employee participate to take into account for purposes of Company eligibility and its Subsidiaries as vesting under the SBBX Benefit Plans (but not for purposes of immediately prior benefit accrual) the service of such employees with EBNJ to the Effective Time (eachsame extent as such service was credited for such purpose by EBNJ; provided, a “Continuing Employee”) with (i) annual base salary or base wages (as applicable) however, that is at least equal such service shall not be recognized to the annual base salary extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of SBBX to amend or base wages terminate any of the EBNJ Benefit Plans or SBBX Benefit Plans in accordance with their terms at any time; provided, however, that SBBX shall continue to maintain the EBNJ Benefit Plans (as applicableother than stock-based or incentive plans) that was provided for which there is a comparable SBBX Benefit Plan until the EBNJ Employees are permitted to such Continuing Employee immediately prior to the Effective Time, (ii) additional compensation opportunities that are comparable, participate in the aggregateSBBX Benefit Plans, to unless such additional compensation opportunities provided to such Continuing Employee immediately prior to the Effective Time, and (iii) employee benefits that are no less favorable than those benefits provided SBBX Benefit Plan has been frozen or terminated with respect to similarly situated Buyer employeesemployees of SBBX or any Subsidiary of SBBX. For purposes of the immediately preceding sentence, “additional compensation” includes short-term and long-term cash and equity incentive opportunities and, for certain senior employees, deferred compensation arrangements, and “employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit pension plan, Buyer’s health, dental and vision coverage, and the other Buyer benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefits). Beginning as of the Closing Date and continuing through the first (1st) anniversary of Following the Closing Date, Continuing Employees whose positions have been or could reasonably be expected to be eliminated SBBX shall honor, in accordance with EBNJ’s policies and procedures in effect as a consequence of the Merger will be given date hereof, any employee expense reimbursement obligations of EBNJ for out-of-pocket expenses incurred during the opportunity to apply and be considered for any open position at Buyer Bank for calendar year in which they are qualified, as if they were internal candidates of Buyer. For a period beginning on the Closing Date and continuing through occurs by any EBNJ Employee whose employment continues after the first (1st) anniversary thereof, each Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances, as defined on Company Disclosure Schedule 6.09(a), shall be eligible to receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocation) of a standard release of claims, in addition to COBRA continuation coverage as applicableEffective Time.

Employees; Benefit Plans. (a) Following the Closing Date and except to the extent an alternative treatment is set forth in this Section 5.14, Cambridge may choose to maintain any or all of the Wellesley Benefit Plans in its sole discretion and Wellesley and Wellesley Bank shall cooperate with Cambridge in order to effect any plan terminations to be made as of the Effective Time. For a the period beginning commencing at the Effective Time and ending on December 31, 2020 (or until the first (1st) anniversary applicable Continuing Employee’s earlier termination of the Effective Timeemployment), Buyer shallCambridge shall provide, and shall or cause Buyer Bank toto be provided, provide to each employee of Company Wellesley Bank and its Subsidiaries Wellesley who continues in employment with the Surviving Bank as of the Closing Date (“Continuing Employees”) (i) base salary or a base rate of pay at least equal to the base pay or base rate of salary provided to such Continuing Employee immediately prior to the Effective Time and (eachii) other benefits (other than severance, a “Continuing Employee”termination pay or equity compensation) with (i) annual base salary or base wages (as applicable) that is at least equal substantially comparable in the aggregate to the annual base salary or base wages (as applicable) that was benefits provided to such Continuing Employee immediately prior to the Effective Time. For any Wellesley Benefit Plan terminated for which there is a comparable employee benefit or compensation plan, program, policy, agreement or arrangement of Cambridge or any of its Subsidiaries (iia “Cambridge Benefit Plan”) additional compensation opportunities of general applicability, Cambridge shall take all commercially reasonable action so that are comparable, employees of Wellesley or Wellesley Bank shall be entitled to participate in such Cambridge Benefit Plan to the same extent as similarly-situated employees of Cambridge (it being understood that inclusion of the employees of Wellesley and Wellesley Bank in the aggregate, Cambridge Benefit Plans may occur at different times with respect to different plans). Cambridge shall cause each Cambridge Benefit Plan in which employees of Wellesley or Wellesley Bank are eligible to participate to take into account for purposes of eligibility and vesting under the Cambridge Benefit Plans (but not for purposes of benefit accrual) the service of such additional compensation opportunities provided to such Continuing Employee immediately prior employees with Wellesley or Wellesley Bank to the Effective Timesame extent as such service was credited for such purpose by Wellesley or Wellesley Bank; provided, and however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of Cambridge to amend or terminate any of the Wellesley Benefit Plans or Cambridge Benefit Plans in accordance with their terms at any time; provided, however, that Cambridge shall continue to maintain the Wellesley Benefit Plans (iiiother than stock-based or incentive plans) employee benefits that for which there is a comparable Cambridge Benefit Plan until the Wellesley Employees are no less favorable than those benefits provided permitted to participate in the Cambridge Benefit Plans, unless such Cambridge Benefit Plan has been frozen or terminated with respect to similarly situated Buyer employeesemployees of Cambridge or any Subsidiary of Cambridge. For purposes of the immediately preceding sentence, “additional compensation” includes short-term and long-term cash and equity incentive opportunities and, for certain senior employees, deferred compensation arrangements, and “employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit pension plan, Buyer’s health, dental and vision coverage, and the other Buyer benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefits). Beginning as of the Closing Date and continuing through the first (1st) anniversary of Following the Closing Date, Cambridge shall honor, in accordance with Wellesley’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of Wellesley for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Wellesley Employee whose employment continues after the Effective Time. In the event Cambridge elects to terminate the Wellesley Bank 401(k) Plan prior to the Closing Date, Cambridge shall take any and all actions as may be required to permit Continuing Employees whose positions have been or could reasonably be expected to be eliminated as a consequence of roll over their account balances in the Merger will be given the opportunity to apply and be considered for any open position at Buyer Wellesley Bank for which they are qualified, as if they were internal candidates of Buyer. For a period beginning on the Closing Date and continuing through the first (1st401(k) anniversary thereof, each Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances, as defined on Company Disclosure Schedule 6.09(a), shall be eligible to receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocationPlan into Cambridge Bank 401(k) of a standard release of claims, in addition to COBRA continuation coverage as applicablePlan.

Employees; Benefit Plans. (a) For a period beginning at Subject to Section 5.26, HCC and HBC shall have the right but not the obligation to offer employment immediately following the Effective Time to any and ending on the first (1st) anniversary all persons who are employees of the Effective Time, Buyer shall, and shall cause Buyer Bank to, provide to each employee of Company and its Subsidiaries as of Presidio immediately prior to before the Effective Time (each, a employees who will be employed by HCC or HBC are referred to as “Continuing EmployeeEmployees”) ). Presidio will provide HCC with (i) annual base information regarding such persons’ current employment arrangements with Presidio and will otherwise assist HCC and HBC in making such offers. Continuing Employees shall be offered salary or base wages (as applicable) that is wage levels at least equal to the annual base salary or base wages (wage levels to which such employees were entitled to immediately before the Closing Date. Subject to the provisions of this Section 5.11, as applicable) that was provided to such Continuing Employee immediately prior to soon as administratively practicable after the Effective Time, HCC shall take all reasonable action so that Continuing Employees shall be entitled to participate in each employee benefit plan, program or arrangement of HCC and HBC of general applicability (iithe “HCC Benefit Plans”) additional compensation opportunities to the same extent as similarly-situated employees of HCC and HBC (it being understood that inclusion of Continuing Employees in HCC Benefit Plans may occur at different times as to different plans), except that coverage shall be continued under corresponding benefit plans of Presidio (to the extent such plans have not been terminated) until such employees are comparable, permitted to participate in the aggregateHCC Benefit Plans. Accordingly, HCC shall use reasonable commercial efforts to ensure that from the Closing Date through the next open enrollment date for a HCC or HBC group health, dental, and vision, Continuing Employees shall continue to be covered by Presidio’s group health, dental, and vision. All Presidio incentive or bonus plans shall remain in effect for the entirety of 2019 until all payouts under such plan have been made to all Presidio employees no later than the last day of the first quarter of 2020 (whether by Presidio or HCC, as the case may be). Any Presidio employee terminated as a result of the transactions contemplated by the Agreement prior to December 31, 2019 will be eligible for a pro-rata bonus under such incentive or bonus plans for time served during 2019. Payouts to such additional compensation opportunities provided employees will be limited to the amount accrued by Presidio in its financial statements for such Continuing Employee immediately purpose. If the Closing occurs prior to December 31, 2019, such accrual will continue from Closing until December 31, 2019 at the monthly rate in place in the last full month prior to the Effective Time, and (iii) employee benefits that are no less favorable than those benefits provided to similarly situated Buyer employeesmonth in which the Closing occurs. For purposes All accruals will be made in accordance with the terms of the immediately preceding sentence, “additional compensation” includes short-term plans and long-term cash and equity incentive opportunities and, for certain senior employees, deferred compensation arrangements, and “employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit pension plan, Buyer’s health, dental and vision coverage, and the other Buyer benefits (in each case, excluding change in control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefits). Beginning as of the Closing Date and continuing through the first (1st) anniversary of the Closing Date, Continuing Employees whose positions have been or could reasonably be expected to be eliminated as a consequence of the Merger will be given the opportunity to apply and be considered for any open position at Buyer Bank for which they are qualified, as if they were internal candidates of Buyer. For a period beginning on the Closing Date and continuing through the first (1st) anniversary thereof, each Continuing Employee who is not party to an individual agreement providing for severance or termination benefits and is terminated under severance qualifying circumstances, as defined on Company Disclosure Schedule 6.09(a), shall be eligible to receive severance benefits and medical and dental coverage as set forth on Company Disclosure Schedule 6.09(a), all subject to such employee’s timely execution (and non-revocation) of a standard release of claims, in addition to COBRA continuation coverage as applicableconsistent with past practice.