Common use of Employees; Benefit Plans Clause in Contracts

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 the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), CZFS shall provide, or cause to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of CZFS or any Subsidiary of CZFS and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees 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 CZFS 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, 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 CZFS to amend or terminate any of the HVBC Benefit Plans or CZFS Benefit Plans in accordance with their terms at any time; provided, however, that CZFS shall continue to maintain the HVBC Benefit Plans (other than stock based or incentive plans) 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, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing Employee.

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 NBT may choose to maintain any or all of the HVBC Salisbury Benefit Plans in its sole discretion discretion, and HVBC Salisbury and Salisbury Bank shall cooperate with CZFS NBT in order to effect any plan terminations to be made as of the Effective Time. For the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), CZFS NBT shall provide, or cause to be provided, to each employee of HVBC or HVB Salisbury Bank who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of CZFS NBT or any Subsidiary of CZFS NBT and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees of CZFS NBT or any Subsidiary of CZFSNBT. For any HVBC Salisbury 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 NBT Benefit Plan”) Plan of general applicability, CZFS NBT shall take all commercially reasonable action so that Continuing Employees shall be entitled to participate in such CZFS NBT Benefit plan Plan to the same extent as similarly-situated employees of CZFS NBT (it being understood that inclusion of the employees of HVBC Salisbury and HVB Salisbury Bank in the CZFS NBT Benefit Plans may occur at different times with respect to different plans). CZFS NBT shall cause each CZFS NBT Benefit Plan in which Continuing Employees are eligible to participate to take into account for purposes of eligibility and vesting under the CZFS NBT Benefit Plans (but not for purposes of benefit accrual) the service of such employees with HVBC Salisbury or HVB Salisbury Bank to the same extent as such service was credited for such purpose by HVBC Salisbury or HVBSalisbury Bank; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefitsbenefits or retroactive application. Nothing herein shall limit the ability of CZFS NBT to amend or terminate any of the HVBC Salisbury Benefit Plans or CZFS NBT Benefit Plans in accordance with their terms at any time; provided, however, that CZFS shall continue to maintain the HVBC Benefit Plans (other than stock based or incentive plans) 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, CZFS NBT shall honor, in accordance with HVBC’s Xxxxxxxxx’x policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC Xxxxxxxxx for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing Employee.

Employees; Benefit Plans. (a) Following the Closing Date and except to the extent an alternative treatment is set forth in this Section 5.14Date, CZFS BWFG may choose not to maintain any or all of the HVBC QBT Benefit Plans in its sole discretion and HVBC QBT shall cooperate with CZFS BWFG in order to effect any plan terminations to be made as of the Effective Time. For the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment)However, CZFS shall provide, or cause to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of CZFS or for any Subsidiary of CZFS and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees of CZFS or any Subsidiary of CZFS. For any HVBC QBT 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 BWFG Benefit Plan”) Plan of general applicability, CZFS BWFG shall take all commercially reasonable action so that Continuing Employees employees of QBT shall be entitled to participate in such CZFS BWFG Benefit plan Plan to the same extent as similarly-situated employees of CZFS BWFG (it being understood that inclusion of the employees of HVBC and HVB QBT in the CZFS BWFG Benefit Plans may occur at different times with respect to different plans, including after the Effective Time). CZFS BWFG shall cause each CZFS BWFG Benefit Plan in which Continuing Employees employees of QBT are eligible to participate to take into account for purposes of eligibility and vesting under the CZFS BWFG Benefit Plans (but not for purposes of benefit accrual) accrual the service of such employees with HVBC or HVB QBT to the same extent as such service was credited for such purpose by HVBC or HVBQBT; 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 CZFS BWFG to amend or terminate any of the HVBC QBT Benefit Plans or CZFS BWFG Benefit Plans in accordance with their terms at any time; provided, however, that CZFS BWFG shall continue to maintain the HVBC QBT Benefit Plans (other than stock stock-based or incentive plans) for which there is a comparable CZFS BWFG Benefit Plan until the HVBC QBT Employees are permitted to participate in the CZFS BWFG Benefit Plans, unless such CZFS BWFG Benefit Plan has been frozen or terminated with respect to similarly situated employees of CZFS BWFG or any Subsidiary of CZFS. Following the Closing Date, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing EmployeeBWFG.

Employees; Benefit Plans. (a) Following the Closing Date and except to the extent an alternative treatment is set forth in this Section 5.14Date, CZFS BHB may choose to maintain any or all of the HVBC LSBG Benefit Plans in its sole discretion 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 HVBC shall cooperate with CZFS in order to effect any plan terminations that BHB has requested to be made as of the Effective Time. For the period commencing terminated by providing written notice to LSBG at the Effective Time and ending 12 months after the Effective Time least fifteen (or until the applicable Continuing Employee’s earlier termination of employment), CZFS shall provide, or cause 15) days prior to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to Date. No later than the base salary or base rate of pay provided to similarly situated employees of CZFS or day immediately preceding the Closing Date, LSBG shall provide BHB with evidence that such LSBG Benefit Plans have been terminated. However, for any Subsidiary of CZFS and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees of CZFS or any Subsidiary of CZFS. For any HVBC LSBG Benefit Plan terminated for which there is a comparable employee BHB Benefit Plan of general applicability (other than the defined benefit or compensation plan, program, policy, agreement or arrangement of CZFS pension plan or any of its Subsidiaries (a “CZFS Benefit Plan”) of general applicabilitynonqualified deferred compensation plans or arrangements maintained by BHB), CZFS BHB shall take all commercially reasonable action so that Continuing Employees employees of LSBG shall be entitled to participate in such CZFS BHB Benefit plan Plan to the same extent as similarly-situated employees of CZFS BHB (it being understood that inclusion of the employees of HVBC and HVB LSBG in the CZFS BHB Benefit Plans may occur at different times with respect to different plans). CZFS BHB shall cause each CZFS BHB Benefit Plan in which Continuing Employees employees of LSBG are eligible to participate to take into account for purposes of eligibility and vesting under the CZFS BHB Benefit Plans (but not for purposes of benefit accrual) the service of such employees with HVBC or HVB LSBG and its Subsidiaries to the same extent as such service was credited for such purpose by HVBC LSBG (other than for the defined benefit pension plan or HVBany nonqualified deferred compensation plans or arrangements maintained by BHB); 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 CZFS BHB to amend or terminate any of the HVBC LSBG Benefit Plans or CZFS BHB Benefit Plans in accordance with their terms at any time; provided, however, that CZFS BHB shall continue to maintain the HVBC LSBG Benefit Plans (other than stock stock-based or incentive plansplans and the defined benefit pension plan and any nonqualified deferred compensation plans or arrangements) for which there is a comparable CZFS BHB Benefit Plan until the HVBC LSBG Employees are permitted to participate in the CZFS BHB Benefit Plans, unless such CZFS BHB Benefit Plan has been frozen or terminated with respect to similarly similarly-situated employees of CZFS BHB or any Subsidiary of CZFS. Following the Closing Date, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing EmployeeBHB.

Employees; Benefit Plans. (a) Following the Closing Date and except to the extent an alternative treatment is set forth in this Section 5.14Date, CZFS WFD may choose to maintain any or all of the HVBC CBNK Benefit Plans in its sole discretion and HVBC CBNK shall cooperate with CZFS WFD in order to effect any plan terminations to be made as of the Effective Time. For the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment)However, CZFS shall provide, or cause to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of CZFS or for any Subsidiary of CZFS and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees of CZFS or any Subsidiary of CZFS. For any HVBC CBNK 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 WFD Benefit Plan”) Plan of general applicabilityapplicability (other than the defined benefit pension plan maintained by WFD), CZFS WFD shall take all commercially reasonable action so that Continuing Employees employees of CBNK shall be entitled to participate in such CZFS WFD Benefit plan Plan to the same extent as similarly-situated employees of CZFS WFD (it being understood that inclusion of the employees of HVBC and HVB CBNK in the CZFS WFD Benefit Plans may occur at different times with respect to different plans). CZFS WFD shall cause each CZFS WFD Benefit Plan in which Continuing Employees employees of CBNK are eligible to participate to take into account for purposes of eligibility and vesting under the CZFS WFD Benefit Plans (but not for purposes of benefit accrual) the service of such employees with HVBC or HVB CBNK and its Subsidiaries to the same extent as such service was credited for such purpose by HVBC or HVBCBNK (other than for the defined benefit pension plan maintained by WFD); 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 CZFS WFD to amend or terminate any of the HVBC CBNK Benefit Plans or CZFS WFD Benefit Plans in accordance with their terms at any time; provided, however, that CZFS WFD shall continue to maintain the HVBC CBNK Benefit Plans (other than stock stock-based or incentive plansplans and the defined benefit pension plan) for which there is a comparable CZFS WFD Benefit Plan until the HVBC CBNK Employees are permitted to participate in the CZFS WFD Benefit Plans, unless such CZFS WFD Benefit Plan has been frozen or terminated with respect to similarly similarly-situated employees of CZFS WFD or any Subsidiary of CZFSWFD. Following Notwithstanding anything in the Closing DateAgreement to the contrary, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC for out-of-pocket expenses incurred during CBNK 2007 Equity Incentive Plan will be maintained to the calendar year in which the Closing occurs by any Continuing Employeeextent there are outstanding Converted Options.

Employees; Benefit Plans. (a) Following the Closing Date and except Prior 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 the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), CZFS shall provide, or cause to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of CZFS or any Subsidiary of CZFS and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees 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 Parent shall take all commercially reasonable action so that Continuing Employees employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the “Transferred Employees”) shall be entitled to participate participate, effective as soon as administratively practicable following the Effective Time, in each “employee benefit plan,” as such CZFS term is defined by Section 3(3) of ERISA, maintained by Parent or its Subsidiaries and any Parent Stock Plan (collectively, the “Parent Benefit plan Plans”) to the same extent as similarly-situated employees of CZFS Parent and its Subsidiaries (it being understood that inclusion of the employees of HVBC the Company and HVB its Subsidiaries in the CZFS Parent Benefit Plans may occur at different times with respect to different plansplans and that any grants to any former employee of the Company or its Subsidiaries under any Parent Stock Plan shall be discretionary with Parent). CZFS 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 substantially similar to the benefits provided to the employees of Parent and Parent Bank generally. Parent shall cause each CZFS Parent Benefit Plan Plan, other than the Parent Employee Stock Ownership Plan, in which Continuing Transferred Employees are eligible to participate to take into account recognize, for purposes of determining eligibility to participate in, the vesting of benefits and vesting under the CZFS Benefit Plans for all other purposes (but not for purposes accrual of benefit accrualbenefits) under the Parent Benefit Plans the service of such employees Transferred Employees with HVBC or HVB the Company and its Subsidiaries to the same extent as such service was credited for such purpose by HVBC or HVBthe Company; 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 Notwithstanding anything to the ability contrary herein, Transferred Employees will be treated as “new employees” of CZFS to amend Parent or terminate any its Subsidiaries for purposes of determining eligibility and vesting under the HVBC Benefit Plans or CZFS Benefit Plans in accordance with their terms at any time; provided, however, that CZFS shall continue to maintain the HVBC Benefit Plans (other than stock based or incentive plans) 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, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing EmployeeParent Employee Stock Ownership Plan.

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 the a period commencing beginning at the Effective Time and ending 12 months after 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 (or until the applicable Continuing Employee’s earlier termination of employment)each, CZFS shall provide, or cause to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) with (i) a annual base salary or a base rate of pay wages (as applicable) that is at least equal to the annual base salary or base rate of pay wages (as applicable) that was provided to similarly situated employees of CZFS or any Subsidiary of CZFS and such Continuing Employee immediately prior to the Effective Time, (ii) other benefits (other than severanceadditional compensation opportunities that are comparable, termination pay or equity compensation) at least substantially comparable in the aggregate 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 employees of CZFS or any Subsidiary of CZFSBuyer employees. For any HVBC Benefit Plan terminated purposes of the immediately preceding sentence, “additional compensation” includes short-term and long-term cash and equity incentive opportunities and, for which there is a comparable certain senior employees, deferred compensation arrangements, and “employee benefits” include Buyer 401(k) Plan, Buyer ESOP, Buyer’s defined benefit or compensation pension plan, programBuyer’s health, policydental and vision coverage, agreement or arrangement of CZFS or any of its Subsidiaries and the other Buyer benefits (a “CZFS Benefit Plan”) of general applicabilityin each case, CZFS shall take all commercially reasonable action so that Continuing Employees shall be entitled to participate excluding change in such CZFS Benefit plan to the same extent control, retention, defined benefit pension, nonqualified deferred compensation, and retiree medical benefits). Beginning as similarly-situated employees of CZFS (it being understood that inclusion of the employees Closing Date and continuing through the first (1st) anniversary 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 CZFS 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, 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 CZFS to amend or terminate any of the HVBC Benefit Plans or CZFS Benefit Plans in accordance with their terms at any time; provided, however, that CZFS shall continue to maintain the HVBC Benefit Plans (other than stock based or incentive plans) 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, CZFS 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 honorbe 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 accordance with HVBC’s policies and procedures in effect addition to COBRA continuation coverage as of the date hereof, any employee expense reimbursement obligations of HVBC for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing Employeeapplicable.

Employees; Benefit Plans. (a) Following the Closing Date and except to the extent an alternative treatment is set forth in this Section 5.14Date, CZFS Cambridge may choose to maintain any or all of the HVBC Northmark Benefit Plans in its sole discretion and HVBC Northmark shall cooperate with CZFS Cambridge in order to effect any plan terminations to be made as of the Effective Time. For the period commencing at the Effective Time and ending 12 twelve (12) months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), CZFS Cambridge shall provide, or cause to be provided, to each employee of HVBC or HVB Northmark who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly such Continuing Employee immediately prior to the Effective Time, (ii) target cash bonus opportunities provided to similarly-situated employees of CZFS Cambridge or any Subsidiary of CZFS its Subsidiaries and (iiiii) other benefits (other than severance, severance or termination pay or equity compensationpay) at least substantially comparable in the aggregate to the benefits provided to similarly similarly-situated employees of CZFS Cambridge or any Subsidiary of CZFSits Subsidiaries. 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 Cambridge shall take all commercially reasonable action so that Continuing Employees shall be entitled to participate in such CZFS Benefit plan 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 CZFS Cambridge (it being understood that inclusion of the employees of HVBC and HVB Northmark in the CZFS Cambridge Benefit Plans may occur at different times with respect to different plans). CZFS Cambridge shall cause each CZFS Cambridge Benefit Plan in which Continuing Employees are eligible to participate to take into account for purposes of eligibility and vesting under the CZFS Cambridge Benefit Plans (but not for purposes of benefit accrualaccrual under a defined benefit plan) the service of such employees with HVBC or HVB Northmark to the same extent as such service was credited for such purpose by HVBC or HVBNorthmark; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefitsbenefits or retroactive application. Nothing herein shall limit the ability of CZFS Cambridge to amend or terminate any of the HVBC Northmark Benefit Plans or CZFS Cambridge Benefit Plans in accordance with their terms at any time; provided, however, that CZFS Cambridge shall continue to maintain the HVBC Northmark Benefit Plans (other than stock cash incentive, equity or equity-based incentive, retention, change in control, severance, defined benefit, retiree welfare or incentive similar plans, programs or agreements) for which there is a comparable CZFS Cambridge Benefit Plan until the HVBC Northmark Employees are permitted to participate in the CZFS Cambridge Benefit Plans, unless such CZFS Cambridge Benefit Plan has been frozen or terminated with respect to similarly situated employees of CZFS Cambridge or any Subsidiary of CZFS. Following the Closing Date, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing EmployeeCambridge.

Employees; Benefit Plans. (a) Following As of the Closing Date Date, (i) the Excluded Employees shall no longer be eligible to participate in the Company Benefit Plans and except (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 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 any successor entity of the 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 pre-existing condition exclusions and actively-at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements waived to the extent an alternative treatment is set forth in this Section 5.14, CZFS may choose to maintain satisfied by any or all of the HVBC Company Continuing Employee under any Company 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 the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), CZFS shall provide, or cause to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank Plan as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of CZFS or any Subsidiary of CZFS Date, and (iiC) other benefits have any deductible, co-insurance and out-of-pocket covered expenses paid on or before the Closing Date by any Company Continuing Employee (other than severance, termination pay or equity compensationcovered dependent thereof) at least substantially comparable in the aggregate continue to the benefits provided to similarly situated employees 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 taken into account for purposes of eligibility satisfying applicable deductible, coinsurance and vesting under the CZFS 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, 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 CZFS to amend or terminate any of the HVBC Benefit Plans or CZFS Benefit Plans in accordance with their terms at any time; provided, however, that CZFS shall continue to maintain the HVBC Benefit Plans (other than stock based or incentive plans) 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, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC for maximum out-of-pocket expenses incurred during the calendar year in which provisions after the Closing occurs 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 covered by any Continuing Employeethe Company Benefit Plans to be maintained by the Company following the Closing (collectively, the “New Benefit Plans”), which New Benefit Plans will be adopted and become effective on the Closing.

Employees; Benefit Plans. (a) Following the Closing Date and except to the extent an alternative treatment is set forth in this Section 5.14Date, CZFS SBBX may choose to maintain any or all of the HVBC CBBC Benefit Plans in its sole discretion and HVBC CBBC shall cooperate with CZFS SBBX in order to effect any plan mergers or terminations to be made as of the Effective Time. For the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment)However, CZFS shall provide, or cause to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of CZFS or for any Subsidiary of CZFS and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees of CZFS or any Subsidiary of CZFS. For any HVBC CBBC 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 SBBX Benefit Plan”) Plan of general applicability, CZFS SBBX shall take all commercially reasonable action so that Continuing Employees employees of CBBC shall be entitled to participate in such CZFS SBBX Benefit plan Plan to the same extent as similarly-situated employees of CZFS SBBX (it being understood that inclusion of the employees of HVBC and HVB CBBC in the CZFS SBBX Benefit Plans may occur at different times with respect to different plans). CZFS SBBX shall cause each CZFS SBBX Benefit Plan in which Continuing Employees employees of CBBC are eligible to participate to take into account for purposes of eligibility and vesting under the CZFS SBBX Benefit Plans (but not for purposes of benefit accrual) the service of such employees with HVBC or HVB CBBC to the same extent as such service was credited for such purpose by HVBC or HVBCBBC; 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 CZFS SBBX to amend amend, merge or terminate any of the HVBC CBBC Benefit Plans or CZFS SBBX Benefit Plans in accordance with their terms at any time; provided, however, that CZFS SBBX shall continue to maintain the HVBC CBBC Benefit Plans (other than stock stock-based or incentive plans) for which there is a comparable CZFS SBBX Benefit Plan until the HVBC CBBC Employees are permitted to participate in the CZFS SBBX Benefit Plans, unless such CZFS SBBX Benefit Plan has been frozen frozen, merged or terminated with respect to similarly situated employees of CZFS SBBX or any Subsidiary of CZFS. Following the Closing Date, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing EmployeeSBBX.

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 Cambridge may choose to maintain any or all of the HVBC Wellesley Benefit Plans in its sole discretion and HVBC Wellesley and Wellesley Bank shall cooperate with CZFS Cambridge in order to effect any plan terminations to be made as of the Effective Time. For the period commencing at the Effective Time and ending 12 months after the Effective Time on December 31, 2020 (or until the applicable Continuing Employee’s earlier termination of employment), CZFS Cambridge shall provide, or cause to be provided, to each employee of HVBC or HVB Wellesley Bank and Wellesley who continues in employment with the Surviving Bank as of the Closing Date (a “Continuing EmployeeEmployees”) (i) a base salary or a base rate of pay at least equal to the base salary pay or base rate of pay salary provided to similarly situated employees of CZFS or any Subsidiary of CZFS such Continuing Employee immediately prior to the Effective Time and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees of CZFS or any Subsidiary of CZFSsuch Continuing Employee immediately prior to the Effective Time. For any HVBC Wellesley Benefit Plan terminated for which there is a comparable employee benefit or compensation plan, program, policy, agreement or arrangement of CZFS Cambridge or any of its Subsidiaries (a “CZFS Cambridge Benefit Plan”) of general applicability, CZFS Cambridge shall take all commercially reasonable action so that Continuing Employees employees of Wellesley or Wellesley Bank shall be entitled to participate in such CZFS Cambridge Benefit plan Plan to the same extent as similarly-situated employees of CZFS Cambridge (it being understood that inclusion of the employees of HVBC Wellesley and HVB Wellesley Bank in the CZFS Cambridge Benefit Plans may occur at different times with respect to different plans). CZFS Cambridge shall cause each CZFS Cambridge Benefit Plan in which Continuing Employees employees of Wellesley or Wellesley Bank are eligible to participate to take into account for purposes of eligibility and vesting under the CZFS Cambridge Benefit Plans (but not for purposes of benefit accrual) the service of such employees with HVBC Wellesley or HVB Wellesley Bank to the same extent as such service was credited for such purpose by HVBC Wellesley or HVBWellesley Bank; 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 CZFS Cambridge to amend or terminate any of the HVBC Wellesley Benefit Plans or CZFS Cambridge Benefit Plans in accordance with their terms at any time; provided, however, that CZFS Cambridge shall continue to maintain the HVBC Wellesley Benefit Plans (other than stock stock-based or incentive plans) for which there is a comparable CZFS Cambridge Benefit Plan until the HVBC Wellesley Employees are permitted to participate in the CZFS Cambridge Benefit Plans, unless such CZFS Cambridge Benefit Plan has been frozen or terminated with respect to similarly situated employees of CZFS Cambridge or any Subsidiary of CZFSCambridge. Following the Closing Date, CZFS Cambridge shall honor, in accordance with HVBCWellesley’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC 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 EmployeeEmployees to roll over their account balances in the Wellesley Bank 401(k) Plan into Cambridge Bank 401(k) Plan.

Employees; Benefit Plans. (a) Following the Closing Date and except to the extent an alternative treatment is set forth in this Section 5.14Date, CZFS Buyer may choose to maintain any or all of the HVBC Company Benefit Plans in its sole discretion and HVBC the Company shall cooperate and shall cause Company Bank to cooperate with CZFS Buyer in order to effect any plan terminations to be made as of the Effective Time. For the period commencing at Time (or immediately prior to the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), CZFS shall provide, or cause to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of CZFS or any Subsidiary of CZFS and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to case of any tax-qualified 401(k) plan). However, for any the benefits provided to similarly situated employees of CZFS or any Subsidiary of CZFS. For any HVBC Company 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 Buyer Benefit Plan”) Plan of general applicability, CZFS Buyer shall take all commercially reasonable action so that Continuing Employees employees of the Company and the Company Bank shall be entitled to participate in such CZFS Buyer Benefit plan Plan to the same extent as similarly-situated employees of CZFS Buyer (it being understood that inclusion of the employees of HVBC the Company and HVB the Company Bank in the CZFS Buyer Benefit Plans may occur at different times with respect to different plans). CZFS Buyer shall cause each CZFS Buyer Benefit Plan in which Continuing Employees employees of the Company or the Company Bank are eligible to participate to take into account for purposes of eligibility and vesting under the CZFS Buyer Benefit Plans (but not for purposes of benefit accrual) the service of such employees with HVBC or HVB the Company and the Company Bank to the same extent as such service was credited for such purpose by HVBC the Company or HVBthe Company Bank, as applicable; 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 CZFS Buyer to amend or terminate any of the HVBC Company Benefit Plans or CZFS Buyer Benefit Plans in accordance with their terms at any time; provided, however, that CZFS Buyer shall continue to maintain the HVBC Company Benefit Plans (other than stock stock-based or incentive plans) for which there is a comparable CZFS Buyer Benefit Plan until the HVBC Company Employees are permitted to participate in the CZFS Buyer Benefit Plans, unless such CZFS Buyer Benefit Plan has been frozen or terminated with respect to similarly situated employees of CZFS Buyer or any Subsidiary of CZFS. Following the Closing Date, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing EmployeeBuyer.

Employees; Benefit Plans. (a) Following the Closing Date and except to the extent an alternative treatment is set forth in this Section 5.14Date, CZFS SBBX may choose to maintain any or all of the HVBC EBNJ Benefit Plans in its sole discretion and HVBC EBNJ shall cooperate with CZFS SBBX in order to effect any plan terminations to be made as of the Effective Time. For the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment)However, CZFS shall provide, or cause to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of CZFS or for any Subsidiary of CZFS and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees of CZFS or any Subsidiary of CZFS. For any HVBC EBNJ 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 SBBX Benefit Plan”) Plan of general applicability, CZFS SBBX shall take all commercially reasonable action so that Continuing Employees employees of EBNJ shall be entitled to participate in such CZFS SBBX Benefit plan Plan to the same extent as similarly-situated employees of CZFS SBBX (it being understood that inclusion of the employees of HVBC and HVB EBNJ in the CZFS SBBX Benefit Plans may occur at different times with respect to different plans). CZFS SBBX shall cause each CZFS SBBX Benefit Plan in which Continuing Employees employees of EBNJ are eligible to participate to take into account for purposes of eligibility and vesting under the CZFS SBBX Benefit Plans (but not for purposes of benefit accrual) the service of such employees with HVBC or HVB EBNJ to the same extent as such service was credited for such purpose by HVBC or HVBEBNJ; 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 CZFS SBBX to amend or terminate any of the HVBC EBNJ Benefit Plans or CZFS SBBX Benefit Plans in accordance with their terms at any time; provided, however, that CZFS SBBX shall continue to maintain the HVBC EBNJ Benefit Plans (other than stock stock-based or incentive plans) for which there is a comparable CZFS SBBX Benefit Plan until the HVBC EBNJ Employees are permitted to participate in the CZFS SBBX Benefit Plans, unless such CZFS SBBX Benefit Plan has been frozen or terminated with respect to similarly situated employees of CZFS SBBX or any Subsidiary of CZFSSBBX. Following the Closing Date, CZFS SBBX shall honor, in accordance with HVBCEBNJ’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC EBNJ for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing EmployeeEBNJ Employee whose employment continues after the Effective Time.

Employees; Benefit Plans. (a) Following the Closing Date and except to the extent an alternative treatment is set forth in this Section 5.14Date, CZFS NHTB may choose to maintain any or all of the HVBC TNB Benefit Plans in its sole discretion and HVBC TNB shall cooperate with CZFS NHTB in order to effect any plan terminations to be made as of the Effective Time. For the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment)However, CZFS shall provide, or cause to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of CZFS or for any Subsidiary of CZFS and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees of CZFS or any Subsidiary of CZFS. For any HVBC TNB 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 NHTB Benefit Plan”) Plan of general applicability, CZFS NHTB shall take all commercially reasonable action so that Continuing Employees employees of TNB shall be entitled to participate in such CZFS NHTB Benefit plan Plan to the same extent as similarly-situated employees of CZFS NHTB (it being understood that inclusion of the employees of HVBC and HVB TNB in the CZFS NHTB Benefit Plans may occur at different times with respect to different plans). CZFS NHTB shall cause each CZFS NHTB Benefit Plan in which Continuing Employees employees of TNB are eligible to participate to take into account for purposes of eligibility and vesting under the CZFS NHTB Benefit Plans (but not for purposes of benefit accrual) the service of such employees with HVBC or HVB TNB to the same extent as such service was credited for such purpose by HVBC or HVBTNB; 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 CZFS NHTB to amend or terminate any of the HVBC TNB Benefit Plans or CZFS NHTB Benefit Plans (including the frozen defined benefit plan maintained by NHTB) in accordance with their terms at any time; provided, however, that CZFS NHTB shall continue to maintain the HVBC TNB Benefit Plans (other than stock stock-based or incentive plans) for which there is a comparable CZFS NHTB Benefit Plan until the HVBC TNB Employees are permitted to participate in the CZFS NHTB Benefit Plans, unless such CZFS NHTB Benefit Plan has been frozen or terminated with respect to similarly situated employees of CZFS NHTB or any Subsidiary of CZFS. Following the Closing Date, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing EmployeeNHTB.

Employees; Benefit Plans. (a) Following the Closing Date and except to the extent an alternative treatment is set forth in this Section 5.14Date, CZFS NHTB may choose to maintain any or all of the HVBC FBFC Benefit Plans in its sole discretion and HVBC shall cooperate with CZFS in order to effect discretion. However, for any plan terminations to be made as of the Effective Time. For the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), CZFS shall provide, or cause to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of CZFS or any Subsidiary of CZFS and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees of CZFS or any Subsidiary of CZFS. For any HVBC FBFC Benefit Plan terminated for which there is a comparable employee benefit or compensation plan, program, policy, agreement or arrangement plan of CZFS general applicability at NHTB or any Subsidiary of its Subsidiaries NHTB (each, a “CZFS NHTB Benefit Plan”) of general applicability), CZFS NHTB shall take all commercially reasonable action so that Continuing Employees employees of FBFC shall be entitled to participate in such CZFS NHTB Benefit plan Plan to the same extent as similarly-situated employees of CZFS NHTB (it being understood that inclusion of the employees of HVBC and HVB FBFC in the CZFS NHTB Benefit Plans may occur at different times with respect to different plans). CZFS NHTB shall cause each CZFS NHTB Benefit Plan in which Continuing Employees employees of FBFC are eligible to participate to take into account for purposes of eligibility and vesting under the CZFS NHTB Benefit Plans (but not for purposes of benefit accrual) the service of such employees with HVBC or HVB FBFC to the same extent as such service was credited for such purpose by HVBC or HVBFBFC; 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 CZFS NHTB to amend or terminate any of the HVBC FBFC Benefit Plans or CZFS NHTB Benefit Plans (including any defined benefit plan maintained by NHTB) in accordance with their terms at any time; provided, however, that CZFS NHTB shall continue to maintain the HVBC FBFC Benefit Plans (other than stock stock-based or incentive plans) for which there is a comparable CZFS NHTB Benefit Plan until the HVBC FBFC Employees are permitted to participate in the CZFS NHTB Benefit Plans, unless such CZFS NHTB Benefit Plan has been frozen or terminated with respect to similarly situated employees of CZFS NHTB or any Subsidiary of CZFS. Following the Closing Date, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing EmployeeNHTB.

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 During the period commencing at the Effective Time Closing and ending 12 months after on December 31, 2012, Buyer shall and shall cause the Effective Time (Acushnet Companies to provide each Company Employee with the compensation and benefits in one or until more of the applicable Continuing Employee’s earlier termination of employment)following categories, CZFS shall provideas applicable, or cause to be providedwhich are no less favorable, in the aggregate, to each employee the compensation and benefits provided to such Company Employee immediately prior to the date of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) this Agreement: (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of CZFS or any Subsidiary of CZFS and hourly wages; (ii) annual target bonus opportunities; (iii) retirement and savings plan participation; (iv) stock option and other equity grants (comparable to those made by Seller in 2010) and other long-term cash incentive compensation; and (v) welfare benefits (other than severance, termination pay or equity compensationset forth on Section 4.15(a) at least substantially comparable in of the aggregate Disclosure Schedules. Prior to the benefits provided to similarly situated employees of CZFS Closing, the parties shall discuss the maintenance 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 termination of the employees Acushnet Company Supplemental Retirement Plan and, following such discussion, Seller shall determine in good faith the post-Closing treatment 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 CZFS 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 HVBAcushnet Company Supplemental Retirement Plan; provided, however, that no such service treatment shall not be recognized to materially increase the extent that such recognition would result Acushnet Companies obligations or Liabilities thereunder above the level of obligations and Liabilities included in a duplication of benefits. Nothing herein shall limit the ability of CZFS to amend or terminate any financial projections of the HVBC Benefit Plans Acushnet Companies previously provided to Buyer. Buyer also shall provide, and shall cause the Acushnet Companies to provide, welfare benefits during the period commencing on the Closing and ending not earlier than December 31, 2012 to former employees of the Acushnet Companies who are receiving any such benefits on the Closing Date and without reduction in the amount thereof. Buyer shall, and shall cause the Acushnet Companies to, maintain in force the long term cash incentive plans of the Acushnet Companies for the performance periods ending in 2011, 2012 and 2013, all of which are set forth in Section 4.15(a) of the Disclosure Schedule. In addition, the Buyer shall not, and shall cause the Acushnet Companies not to, terminate the Acushnet Company Executive Severance Plan and the Acushnet Company Salaried Severance Plan for a period of eighteen (18) months following the Closing Date nor shall Buyer or CZFS Benefit Plans the Acushnet Companies amend the Acushnet Company Executive Severance Plan and the Acushnet Company Salaried Severance Plan except in accordance with their the terms at any time; provided, however, that CZFS shall continue to maintain the HVBC Benefit Plans (other than stock based or incentive plans) 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 CZFSthereof. Following the Closing Date, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect as No termination of the date hereofAcushnet Company Executive Severance Plan or the Acushnet Company Salaried Severance Plan shall adversely affect participants severed prior to such termination. After the Closing, any employee expense reimbursement obligations Buyer shall, and shall cause each Acushnet Company to, comply in all material respects with the rules of HVBC for out-of-pocket expenses incurred during each Governmental Authority regarding the calendar year in which Company Employees and the Closing occurs by any Continuing Employeebenefits that they are entitled to receive under applicable Law.

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 During the period commencing at the Effective Time and ending 12 months after on December 31, 2022 (the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), CZFS shall provide, or cause to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing EmployeeEmployment Period”) (ior if earlier, the date of the employee’s termination of employment with Parent or its Subsidiaries), and to the extent consistent with the terms of the governing plan documents, Parent shall cause the Surviving Corporation and each of its Subsidiaries, as applicable, to provide the employees of the Company and its Subsidiaries who remain employed during the Employment Period (collectively, the “Company Continuing Employees”) a with annual base salary or a base rate of pay at least equal wage level, annual target bonus opportunities (excluding equity-based compensation), and employee benefits (excluding any retiree health or defined benefit retirement benefits) that are, in the aggregate, substantially comparable to the annual base salary or base rate wage level,annual target bonus opportunities (excluding equity-based compensation), and employee benefits (excluding any retiree health or defined benefit retirement benefits) provided by the Company and its Subsidiaries on the date of pay provided this Agreement, taken as a whole. With respect to similarly situated employees any “employee benefit plan” as defined in Section 3(3) of CZFS ERISA maintained by Parent or any Subsidiary of CZFS and (ii) other benefits (other than severanceits Subsidiaries, termination pay excluding any retiree health plans or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees of CZFS programs maintained by Parent or any Subsidiary of CZFS. For its Subsidiaries, any HVBC Benefit Plan terminated for which there is a comparable employee defined benefit retirement plans or programs maintained by Parent or any of its Subsidiaries, and any equity compensation plan, program, policy, agreement or arrangement of CZFS arrangements maintained by Parent or any of its Subsidiaries (a collectively, “CZFS Parent Benefit PlanPlans”) of general applicability, CZFS shall take all commercially reasonable action so that in which any Company Continuing Employees shall be entitled to will participate in such CZFS Benefit plan effective as of the Effective Time, and subject to the same extent as similarly-situated employees of CZFS (it being understood that inclusion terms of the employees of HVBC and HVB in the CZFS Benefit Plans may occur at different times with respect to different plans). CZFS governing plan documents, Parent shall, or shall cause each CZFS Benefit Plan in which the Surviving Corporation to, credit all service of the Company Continuing Employees are eligible to participate to take into account with the Company or any of its Subsidiaries, as the case may be as if such service were with Parent, for purposes of eligibility and vesting under the CZFS Benefit Plans to participate (but not for purposes of vesting or benefit accrual, except for vacation, if applicable) for full or partial years of service in any Parent Benefit Plan in which such Company Continuing Employees may be eligible to participate after the service of such employees with HVBC or HVB to the same extent as such service was credited for such purpose by HVBC or HVBEffective Time; provided, however, that such service shall not be recognized credited to the extent that that: (i) such recognition crediting would result in a duplication of benefits; or (ii) such service was not credited under the corresponding Employee Plan. This Section 7.14 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 7.14, express or implied, shall confer upon any Company Continuing Employees, any beneficiary, or any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 7.14, including without limitation the right to continued employment with the Company after the Effective Time. Nothing herein contained herein, express or implied: (x) shall be construed to establish, amend, or modify any benefit plan, program, agreement, or arrangement; (y) shall alter or limit the ability of CZFS the Surviving Corporation, Parent, or any of their respective Affiliates to amend amend, modify, or terminate any of the HVBC Benefit Plans benefit plan, program, agreement, or CZFS Benefit Plans in accordance with their terms arrangement at any timetime assumed, established, sponsored, or maintained by any of them; providedor (z) shall prevent the Surviving Corporation, howeverParent, that CZFS shall continue to maintain the HVBC Benefit Plans (other than stock based or incentive plans) 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 CZFStheir respective Affiliates from terminating the employment of any Company Continuing Employee following the Effective Time. Following The parties hereto acknowledge and agree that the Closing Dateterms set forth in this Section 7.14 shall not create any right in any Company employee or any other Person to any continued employment with the Surviving Corporation, CZFS shall honorParent, in accordance with HVBC’s policies or any of their respective Subsidiaries or compensation or benefits of any nature or kind whatsoever, or otherwise alters any existing at-will employment relationship between any Company employee and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing EmployeeSurviving Corporation.

Employees; Benefit Plans. (a) Following the Closing Date and except to the extent an alternative treatment is set forth in this Section 5.14Date, CZFS Cambridge may choose to maintain any or all of the HVBC Optima Benefit Plans in its sole discretion and HVBC Optima shall cooperate with CZFS Cambridge in order to effect any plan terminations to be made as of the Effective Time. For the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), CZFS Cambridge shall provide, or cause to be provided, to each employee of HVBC or HVB Optima who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly such Continuing Employee immediately prior to the Effective Time, (ii) target cash bonus opportunities provided to similarly-situated employees of CZFS Cambridge or any Subsidiary of CZFS its Subsidiaries and (iiiii) other benefits (other than severance, severance or termination pay or equity compensationpay) at least substantially comparable in the aggregate to the benefits provided to similarly similarly-situated employees of CZFS Cambridge or any Subsidiary of CZFSits Subsidiaries. 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 Cambridge shall take all commercially reasonable action so that Continuing Employees shall be entitled to participate in such CZFS Benefit plan 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 CZFS Cambridge (it being understood that inclusion of the employees of HVBC and HVB Optima in the CZFS Cambridge Benefit Plans may occur at different times with respect to different plans). CZFS Cambridge shall cause each CZFS Cambridge Benefit Plan in which Continuing Employees are eligible to participate to take into account for purposes of eligibility and vesting under the CZFS Cambridge Benefit Plans (but not for purposes of benefit accrualaccrual under a defined benefit plan) the service of such employees with HVBC or HVB Optima to the same extent as such service was credited for such purpose by HVBC or HVBOptima; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefitsbenefits or retroactive application. Nothing herein shall limit the ability of CZFS Cambridge to amend or terminate any of the HVBC Optima Benefit Plans or CZFS Cambridge Benefit Plans in accordance with their terms at any time; provided, however, that CZFS Cambridge shall continue to maintain the HVBC Optima Benefit Plans (other than stock cash incentive, equity or equity-based incentive, retention, change in control, severance, defined benefit, retiree welfare, or incentive similar plans, programs, or agreements) for which there is a comparable CZFS Cambridge Benefit Plan until the HVBC Optima Employees are permitted to participate in the CZFS Cambridge Benefit Plans, unless such CZFS Cambridge Benefit Plan has been frozen or terminated with respect to similarly situated employees of CZFS Cambridge or any Subsidiary of CZFS. Following the Closing Date, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing EmployeeCambridge.

Employees; Benefit Plans. {N4469832.17} 43 (a) Following Buyer acknowledges the obligations of the Acquired Companies under all existing collective bargaining agreements entered into by the Acquired Companies, and agrees to assume all obligations thereunder and abide by all terms thereof as of and following the Closing Date Date. Buyer acknowledges Sellers’ and except the Acquired Companies’ obligations and liabilities under the Multiemployer Plans, and agrees to assume such obligations and liabilities. (b) Until the extent an alternative treatment is set forth in this Section 5.14, CZFS may choose to maintain any or all first anniversary of the HVBC Benefit Plans in its sole discretion and HVBC Closing Date, Buyer shall, or shall cooperate with CZFS in order to effect cause an Affiliate to, provide each non-union Employee who remains employed by the Acquired Companies, by Buyer or any plan terminations to be made as other Affiliate of the Effective Time. For the period commencing at the Effective Time and ending 12 months Buyer immediately after the Effective Time Closing (or until the applicable a “Company Continuing Employee’s earlier termination of employment)”) with base salary or hourly wage rate, CZFS shall provide, or cause to be provided, to each employee of HVBC or HVB who continues bonus opportunity and other compensation and benefits consistent with the Surviving Bank Acquired Companies’ past practices, as applicable. (c) With respect to any employee benefit plan maintained by Buyer or its Subsidiaries, including the Acquired Companies (collectively, “Buyer Benefit Plans”) in which any Company Continuing Employees will participate effective as of the Closing Date or thereafter, Buyer and its Subsidiaries (including the Acquired Companies) shall recognize all service of the Company Continuing Employees with the Acquired Companies and Acquired Business for vesting, eligibility, and benefit accrual (other than in a “single-employer defined benefit pension plan) purposes in any Buyer Benefit Plan in which such Company Continuing Employee”) Employees may be eligible to participate after the Closing Date. Buyer shall also (i) a base salary use its commercially reasonable efforts to cause all applicable benefit plan providers, insurers and vendors to waive any and all pre-existing conditions (or a base rate actively at work or similar limitations), eligibility waiting periods and evidence of pay at least equal insurability requirements under any group health or welfare plans with respect to the base salary or base rate of pay provided to similarly situated employees of CZFS or any Subsidiary of CZFS Company Continuing Employees and their eligible dependents, and (ii) other benefits provide Company Continuing Employees with credit for any co-payments, deductibles, and offsets (other than severance, termination pay or equity compensationsimilar payments) at least substantially comparable in made during the aggregate plan year to the benefits extent reflected in records provided to similarly situated employees Buyer for the purposes of CZFS satisfying any applicable deductible, out-of-pocket, or similar requirements under any Subsidiary of CZFS. For any HVBC Benefit Plan terminated for which there is a comparable employee benefit plans, programs 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 arrangements in which Continuing Employees they are eligible to participate to take into account for purposes of eligibility and vesting under after the CZFS Benefit Plans (but not for purposes of benefit accrual) the Closing Date; provided that in no event shall any service of such employees with HVBC or HVB credit be given to the extent it would increase benefit accruals under a Buyer Benefit Plan subject to Title IV of ERISA or result in the duplication of benefits for the same extent as such service was credited for such purpose by HVBC or HVBperiod of service; providedprovided further, however, that nothing in this paragraph (c) shall relieve Buyer of its obligations under paragraph (a) above. (d) Seller Parties shall fully satisfy and pay all Multiemployer Plan withdrawal liability that may be or become due pursuant to Section 4201 of ERISA in connection with the pre- Closing cessation of contributions to and withdrawal from the New Jersey Building Laborers Statewide Pension Fund Locals 3, 77, 78, 55, 325 and 620 by the Acquired Companies, as applicable. (e) The parties agree to cooperate and share such service shall not information as may be recognized necessary in order for the parties to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of CZFS to amend or terminate any of the HVBC Benefit Plans or CZFS Benefit Plans in accordance with their terms at any time; provided, however, that CZFS shall continue to maintain the HVBC Benefit Plans (other than stock based or incentive plans) 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 complete Code Section 6055 and 6056 reporting with respect to similarly situated all employees of CZFS or any Subsidiary of CZFS. Following the Closing Date, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect as (including Company Continuing Employees) of the date hereofAcquired Business for the 2021 tax year. (f) This Section 4.1 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 4.1, express or implied, shall confer upon any employee expense reimbursement obligations other Person any rights or remedies of HVBC for out-of-pocket expenses incurred during the calendar year in which the Closing occurs any nature whatsoever under or by any Continuing Employee.reason

Employees; Benefit Plans. (a) Following HCC and HBC shall have the Closing Date and except right but not the obligation 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 the period commencing at offer employment immediately following the Effective Time to any and ending 12 months after all persons who are UAB employees immediately before the Effective Time (employees of UAB who will be employed by HCC or until the applicable Continuing Employee’s earlier termination of employment), CZFS shall provide, or cause HBC are referred to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing EmployeeEmployees”) (i) a base ). UAB will provide HCC with 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 a base rate of pay wage levels at least equal to the base salary or base rate of pay provided wage levels to similarly situated which such employees of CZFS or any Subsidiary of CZFS and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate were entitled to immediately prior to the benefits provided Closing Date. Subject to similarly situated employees the provisions of CZFS or any Subsidiary of CZFS. For any HVBC Benefit Plan terminated for which there is a comparable employee benefit or compensation planthis Section 6.11, programas soon as administratively practicable after the Effective Time, policy, agreement or arrangement of CZFS or any of its Subsidiaries (a “CZFS Benefit Plan”) of general applicability, CZFS HCC shall take all commercially reasonable action so that Continuing Employees shall be entitled to participate in such CZFS each employee benefit plan, program or arrangement of HCC and HBC of general applicability (the “HCC Benefit plan Plans”) to the same extent as similarly-situated employees of CZFS HCC and HBC (it being understood that inclusion of the employees of HVBC and HVB Continuing Employees in the CZFS HCC 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 CZFS 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, however, that such service coverage shall not be recognized continued under corresponding benefit plans of UAB (to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of CZFS to amend or terminate any of the HVBC Benefit Plans or CZFS Benefit Plans in accordance with their terms at any time; provided, however, that CZFS shall continue to maintain the HVBC Benefit Plans (other than stock based or incentive plansUAB plans have not been terminated) for which there is a comparable CZFS Benefit Plan until the HVBC Employees such employees are permitted to participate in the CZFS HCC Benefit PlansPlans and, unless such CZFS Benefit provided further, that Continuing Employees shall not have the opportunity to participate in the HBC 2005 Amended and Restated Supplemental Executive Retirement Plan has been frozen or terminated with respect (“SERP”). Accordingly, HCC and HBC shall use reasonable efforts to similarly situated employees of CZFS or any Subsidiary of CZFS. Following ensure that from the Closing DateDate through the next open enrollment date for a HCC or HBC group health, CZFS dental, and vision, Continuing Employees shall honorcontinue to be covered by UAB’s group health, in accordance with HVBC’s policies dental, and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing Employeevision.

Employees; Benefit Plans. (a) Following As of the Closing Date Date, (i) the Excluded Employees shall no longer be eligible to participate in the Company Benefit Plans and except (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 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 pre-existing condition exclusions and actively-at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements waived to the extent an alternative treatment is set forth in this Section 5.14, CZFS may choose to maintain satisfied by any or all of the HVBC Company Continuing Employee under any Company 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 the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), CZFS shall provide, or cause to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank Plan as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of CZFS or any Subsidiary of CZFS Date, and (iiC) other benefits have any deductible, co-insurance and out-of-pocket covered expenses paid on or before the Closing Date by any Company Continuing Employee (other than severance, termination pay or equity compensationcovered dependent thereof) at least substantially comparable in the aggregate continue to the benefits provided to similarly situated employees 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 taken into account for purposes of eligibility satisfying applicable deductible, coinsurance and vesting under the CZFS 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, 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 CZFS to amend or terminate any of the HVBC Benefit Plans or CZFS Benefit Plans in accordance with their terms at any time; provided, however, that CZFS shall continue to maintain the HVBC Benefit Plans (other than stock based or incentive plans) 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, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC for maximum out-of-pocket expenses incurred during the calendar year in which provisions after the Closing occurs 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 covered by any Continuing Employeethe Company Benefit Plans to be maintained by ListCo following the Closing (collectively, the “New Benefit Plans”), which New Benefit Plans will be adopted and become effective on the Closing.

Employees; Benefit Plans. (a) Following Subject to Section 5.26, HCC and HBC shall have the Closing Date and except right but not the obligation 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 the period commencing at offer employment immediately following the Effective Time to any and ending 12 months after all persons who are employees of Presidio immediately before the Effective Time (employees who will be employed by HCC or until the applicable Continuing Employee’s earlier termination of employment), CZFS shall provide, or cause HBC are referred to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing EmployeeEmployees”) (i) a base ). Presidio will provide HCC with 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 a base rate of pay wage levels at least equal to the base salary or base rate of pay provided wage levels to similarly situated which such employees of CZFS or any Subsidiary of CZFS and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in were entitled to immediately before the aggregate Closing Date. Subject to the benefits provided to similarly situated employees provisions of CZFS or any Subsidiary of CZFS. For any HVBC Benefit Plan terminated for which there is a comparable employee benefit or compensation planthis Section 5.11, programas soon as administratively practicable after the Effective Time, policy, agreement or arrangement of CZFS or any of its Subsidiaries (a “CZFS Benefit Plan”) of general applicability, CZFS HCC shall take all commercially reasonable action so that Continuing Employees shall be entitled to participate in such CZFS each employee benefit plan, program or arrangement of HCC and HBC of general applicability (the “HCC Benefit plan Plans”) to the same extent as similarly-situated employees of CZFS HCC and HBC (it being understood that inclusion of the employees of HVBC and HVB Continuing Employees in the CZFS HCC Benefit Plans may occur at different times with respect as to different plans). CZFS , except that coverage shall cause each CZFS Benefit Plan in which Continuing Employees are eligible to participate to take into account for purposes be continued under corresponding benefit plans of eligibility and vesting under the CZFS Benefit Plans Presidio (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, 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 CZFS to amend or terminate any of the HVBC Benefit Plans or CZFS Benefit Plans in accordance with their terms at any time; provided, however, that CZFS shall continue to maintain the HVBC Benefit Plans (other than stock based or incentive plansplans have not been terminated) for which there is a comparable CZFS Benefit Plan until the HVBC Employees such employees are permitted to participate in the CZFS HCC Benefit Plans. Accordingly, unless such CZFS Benefit Plan has been frozen or terminated with respect HCC shall use reasonable commercial efforts to similarly situated employees of CZFS or any Subsidiary of CZFS. Following ensure that from the Closing DateDate through the next open enrollment date for a HCC or HBC group health, CZFS dental, and vision, Continuing Employees shall honorcontinue to be covered by Presidio’s group health, in accordance with HVBC’s policies dental, and procedures vision. All Presidio incentive or bonus plans shall remain in effect as 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 date hereoffirst quarter of 2020 (whether by Presidio or HCC, any as the case may be). Any Presidio employee expense reimbursement obligations terminated as a result of HVBC the transactions contemplated by the Agreement prior to December 31, 2019 will be eligible for outa pro-of-pocket expenses incurred rata bonus under such incentive or bonus plans for time served during 2019. Payouts to such employees will be limited to the calendar year amount accrued by Presidio in its financial statements for such 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 month in which the Closing occurs by any Continuing Employeeoccurs. All accruals will be made in accordance with the terms of the plans and consistent with past practice.

Employees; Benefit Plans. (a) Following the Closing Date and except Prior 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 the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), CZFS shall provide, or cause to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of CZFS or any Subsidiary of CZFS and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees 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 Parent shall take all commercially reasonable action so that Continuing Employees employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the “Transferred Employees”) shall be entitled to participate participate, effective as soon as administratively practicable following the Effective Time, in such CZFS each Parent Benefit plan Plan of general applicability to the same extent as similarly-situated employees of CZFS Parent and its Subsidiaries (it being understood that inclusion of the employees of HVBC the Company and HVB its Subsidiaries in the CZFS Parent Benefit Plans may occur at different times with respect to different plansplans 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). CZFS To the extent that Transferred Employees are not entitled to participate in any Parent Benefit Plan effective as of the Effective Time, such employees shall continue to participate in the corresponding employee benefit plan, program or arrangement of the Company and its Subsidiaries so as 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 Company for which there is no corresponding Parent Benefit Plan. Parent shall cause each CZFS Parent Benefit Plan in which Continuing Transferred Employees are eligible to participate to take into account for purposes of eligibility eligibility, vesting and vesting benefit accruals under the CZFS Parent Benefit Plans (but not other than for purposes of benefit accrualaccruals under Parent’s defined benefit pension plan) the service of such employees with HVBC or HVB the Company and its Subsidiaries (and any predecessor entities) to the same extent as such service was credited generally for such purpose by HVBC or HVB; 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 benefits. Nothing herein shall limit the ability of CZFS to amend or terminate any of the HVBC Benefit Plans or CZFS Benefit Plans in accordance with their terms at any time; provided, however, that CZFS shall continue to maintain the HVBC Benefit Plans (other than stock based or incentive plans) 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 benefits with respect to similarly situated employees the same period of CZFS or any Subsidiary of CZFS. Following the Closing Date, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing Employeeservice.

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 Prior the Effective Time. For the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), CZFS shall provide, or cause to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of CZFS or any Subsidiary of CZFS and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees 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 Parent shall take all commercially reasonable action so that Continuing Employees employees of the Company and its Subsidiaries shall be entitled to participate participate, effective as soon as administratively practicable following the Effective Time, in such CZFS each employee benefit plan, program or arrangement of Parent of general applicability (the “Parent Benefit plan Plans”) to the same extent as similarly-situated employees of CZFS Parent and its Subsidiaries (it being understood that inclusion of the employees of HVBC the Company and HVB its Subsidiaries in the CZFS Parent Benefit Plans may occur at different times with respect to different plans), provided, however, that nothing contained herein shall require Parent or any of its Subsidiaries to make any grants to any former employee of the Company or its Subsidiaries under any discretionary equity compensation plan of Parent. CZFS To the extent that employees of the Company and its subsidiaries are not entitled to participate in any Parent Benefit Plan effective as of the Effective Time, Parent shall continue the corresponding employee benefit plan, program or arrangement of the Company and its Subsidiaries (other than the Company ESOP) without amendment, except as may be required by applicable law, so as 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 Company for which there is no corresponding Parent Benefit Plan. Parent shall cause each CZFS Parent Benefit Plan in which Continuing Employees employees of the Company and its Subsidiaries are eligible to participate to take into account for purposes of eligibility eligibility, vesting and vesting benefit accruals under the CZFS Parent Benefit Plans (but not for purposes of other than Parent’s defined benefit accrualpension plan) the service of such employees with HVBC or HVB the Company and its Subsidiaries (and any predecessor entities) to the same extent as such service was credited generally for such purpose by HVBC or HVB; 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 benefitsbenefits with respect to the same period of service. Nothing herein shall limit the ability of CZFS Parent to amend or terminate any of the HVBC Benefit Plans or CZFS Company Benefit Plans in accordance with their terms at any time; provided, however, that CZFS shall continue to maintain the HVBC Benefit Plans (other than stock based or incentive plans) 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, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of HVBC for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Continuing Employee.

Employees; Benefit Plans. (a) Following the Closing Date and except Prior 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 the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), CZFS shall provide, or cause to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of CZFS or any Subsidiary of CZFS and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees 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 Parent shall take all commercially reasonable action so that Continuing Employees employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the “Transferred Employees”) shall be entitled to participate participate, effective as soon as administratively practicable following the Effective Time, in such CZFS each of the Parent Benefit plan Plans to the same extent as similarly-situated employees of CZFS Parent and its Subsidiaries, and the employees of PCIS will be eligible to participate in the Parent Benefit Plans (it being understood that inclusion of the employees of HVBC the Company and HVB its Subsidiaries in the CZFS Parent Benefit Plans may occur at different times with respect to different plansplans and that any grants to any former employee of the Company or its Subsidiaries under any Parent Stock Plan shall be discretionary with Parent). CZFS 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 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 Parent Benefit Plans, provided the result is the provision of benefits to Transferred Employees that are substantially similar to the benefits provided to the employees of Parent and Parent Bank generally. At the request of Parent, the Company and its Subsidiaries shall take all necessary action to cause its defined benefit pension plan to be frozen immediately prior to the Effective Time. Parent shall cause each CZFS Parent Benefit Plan Plan, including the Parent Employee Stock Ownership Plan, in which Continuing Transferred Employees are eligible to participate to take into account recognize, for purposes of determining eligibility to participate in and the vesting under the CZFS Benefit Plans of benefits (but not for purposes accrual of benefit accrualbenefits) under Parent Benefit Plans the service of such employees Transferred Employees with HVBC or HVB the Company and its Subsidiaries to the same extent as such service was credited for such purpose by HVBC or HVBthe Company; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein The Company Designees shall limit the ability of CZFS be entitled to amend or terminate any of the HVBC Benefit Plans or CZFS Benefit Plans in accordance with their terms at any time; providedparticipate, however, that CZFS shall continue to maintain the HVBC Benefit Plans (other than stock based or incentive plans) 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, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect effective as of the date hereofEffective Time, in each of the Parent Benefit Plans that the Parent Designees participate in, but shall not be credited for their past service provided to the Company or any employee expense reimbursement obligations of HVBC for out-of-pocket expenses incurred during the calendar year its Subsidiaries in which the Closing occurs by any Continuing Employeerespect thereto.

Employees; Benefit Plans. (a) Following the Closing Date and except Prior 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 the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), CZFS shall provide, or cause to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of CZFS or any Subsidiary of CZFS and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees 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 Parent shall take all commercially reasonable action so that Continuing Employees employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the "Transferred Employees") shall be entitled to participate participate, effective as soon as administratively practicable following the Effective Time, in such CZFS each of the Parent Benefit plan Plans to the same extent as similarly-situated employees of CZFS Parent and its Subsidiaries, and the employees of PCIS will be eligible to participate in the Parent Benefit Plans (it being understood that inclusion of the employees of HVBC the Company and HVB its Subsidiaries in the CZFS Parent Benefit Plans may occur at different times with respect to different plansplans and that any grants to any former employee of the Company or its Subsidiaries under any Parent Stock Plan shall be discretionary with Parent). CZFS 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 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 Parent Benefit Plans, provided the result is the provision of benefits to Transferred Employees that are substantially similar to the benefits provided to the employees of Parent and Parent Bank generally. At the request of Parent, the Company and its Subsidiaries shall take all necessary action to cause its defined benefit pension plan to be frozen immediately prior to the Effective Time. Parent shall cause each CZFS Parent Benefit Plan Plan, including the Parent Employee Stock Ownership Plan, in which Continuing Transferred Employees are eligible to participate to take into account recognize, for purposes of determining eligibility to participate in and the vesting under the CZFS Benefit Plans of benefits (but not for purposes accrual of benefit accrualbenefits) under Parent Benefit Plans the service of such employees Transferred Employees with HVBC or HVB the Company and its Subsidiaries to the same extent as such service was credited for such purpose by HVBC or HVBthe Company; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein The Company Designees shall limit the ability of CZFS be entitled to amend or terminate any of the HVBC Benefit Plans or CZFS Benefit Plans in accordance with their terms at any time; providedparticipate, however, that CZFS shall continue to maintain the HVBC Benefit Plans (other than stock based or incentive plans) 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, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect effective as of the date hereofEffective Time, in each of the Parent Benefit Plans that the Parent Designees participate in, but shall not be credited for their past service provided to the Company or any employee expense reimbursement obligations of HVBC for out-of-pocket expenses incurred during the calendar year its Subsidiaries in which the Closing occurs by any Continuing Employeerespect thereto.