Common use of Exemption from Liability Under Section 16(b) Clause in Contracts

Exemption from Liability Under Section 16(b). Webster and Sterling agree that, in order to most effectively compensate and retain Sterling Insiders, both prior to and after the Effective Time, it is desirable that Sterling Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling Common Stock, Sterling Series A Preferred Stock and Sterling Equity Awards into Webster Common Stock, New Webster Preferred Stock or Xxxxxxx Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.19. Sterling shall deliver to Webster in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Insiders”), and the Board of Directors of Webster and of Sterling, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of Sterling) any dispositions of Sterling Common Stock, Sterling Series A Preferred Stock or Sterling Equity Awards by the Sterling Insiders, and (in the case of Webster) any acquisitions of Webster Common Stock, New Webster Preferred Stock, or Xxxxxxx Equity Awards by any Sterling Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Webster and Sterling agree that, in order to most effectively compensate and retain Sterling Insiders, both prior to and after the Effective Time, it is desirable that Sterling Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling Common Stock, Sterling Series A Preferred Stock and Sterling Equity Awards into Webster Common Stock, New Webster Preferred Stock or Xxxxxxx Wxxxxxx Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.19. Sterling shall deliver to Webster in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Insiders”), and the Board of Directors of Webster and of Sterling, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of Sterling) any dispositions of Sterling Common Stock, Sterling Series A Preferred Stock or Sterling Equity Awards by the Sterling Insiders, and (in the case of Webster) any acquisitions of Webster Common Stock, New Webster Preferred Stock, or Xxxxxxx Wxxxxxx Equity Awards by any Sterling Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Webster IBKC and Sterling First Horizon agree that, in order to most effectively compensate and retain Sterling IBKC Insiders, both prior to and after the Effective Time, it is desirable that Sterling IBKC Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling IBKC Common Stock, Sterling Series A Stock and IBKC Preferred Stock and Sterling IBKC PSU Awards into shares of First Horizon Common Stock and New First Horizon Preferred Stock in the Merger and the conversion of IBKC Equity Awards into Webster Common Stock, New Webster Preferred Stock or Xxxxxxx corresponding First Horizon Equity Awards, as applicable, Awards in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.22. Sterling IBKC shall deliver to Webster First Horizon in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling IBKC subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling IBKC Insiders”), and the Board of Directors of Webster First Horizon and of SterlingIBKC, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of SterlingIBKC) any dispositions of Sterling IBKC Common Stock, Sterling Series A IBKC Preferred Stock or Sterling IBKC Equity Awards by the Sterling IBKC Insiders, and (in the case of WebsterFirst Horizon) any acquisitions of Webster First Horizon Common Stock, New Webster First Horizon Preferred Stock, or Xxxxxxx First Horizon Equity Awards by any Sterling IBKC Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case case, pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Webster The Company and Sterling Parent agree that, in order to most effectively compensate and retain Sterling InsidersCompany Insiders (as defined below) in connection with the Mergers, both prior to and after the Effective Time, it is desirable that Sterling Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law Law in connection with the conversion of shares of Sterling Company Common Stock, Sterling Series A Preferred Company Stock Options, Company Restricted Shares, Company PSUs and Company RSUs into Parent Common Stock and Sterling Equity Awards into Webster Common StockParent options, New Webster Preferred Stock or Xxxxxxx Equity Awardsrestricted shares, performance stock units and restricted stock units, as applicablethe case may be, in connection with the MergerMergers, and for that compensatory and retentive purpose agree to the provisions of this Section 6.195.15. Sterling shall deliver Assuming the Company delivers to Webster Parent in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling the Company who will be subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Company Insiders”), the number of shares of Company Common Stock, Company Stock Options, Company Restricted Shares, Company PSUs and Company RSUs held by each such Company Insider expected to be exchanged in the Board of Directors of Webster and of SterlingMergers, Parent Board, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (adopt a resolution providing in substance that the case receipt by the Company Insiders of Sterling) any dispositions of Sterling Parent Common Stock, Sterling Series A Preferred Stock or Sterling Equity Awards by the Sterling InsidersParent options, and (Parent restricted stock units, deferred stock units and phantom units, in the case of Webster) any acquisitions of Webster exchange for Company Common Stock, New Webster Preferred StockCompany Stock Options, or Xxxxxxx Equity Awards by any Sterling Insiders whoCompany Restricted Shares, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange ActCompany PSUs and Company RSUs, in each case pursuant to the transactions contemplated by this Agreement, are approved by Parent Board or by such committee thereof, and are intended to be exempt from liability pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable lawLaw. Prior to the Effective Time, the Company shall take all actions necessary or appropriate to ensure that the dispositions of equity securities of the Company (including derivative securities) pursuant to the transactions contemplated by this Agreement by any officer or director of the Company who is subject to Section 16 of the Exchange Act are exempt under Rule 16b-3 promulgated under the Exchange Act.

Exemption from Liability Under Section 16(b). Webster Fifth Third and Sterling First National Bankshares agree that, in order to most effectively compensate and retain Sterling InsidersFirst National Bankshares Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Sterling First National Bankshares Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling First National Bankshares Common Stock, Sterling Series A Preferred Stock and Sterling Equity Awards First National Bankshares Stock Options into Webster shares of and options for Fifth Third Common Stock, New Webster Preferred Stock or Xxxxxxx Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.13. Sterling shall deliver Assuming that First National Bankshares delivers to Webster Fifth Third the Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Insiders”)fashion, and the Board of Directors of Webster and of SterlingFifth Third, or a committee of nonNon-employee directors Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and adopt a resolution providing that the receipt by First National Bankshares Insiders of Fifth Third Common Stock in any event prior to the Effective Time, take all such steps as may be required to cause (in the case exchange for shares of Sterling) any dispositions of Sterling First National Bankshares Common Stock, Sterling Series A Preferred and of options for Fifth Third Common Stock or Sterling Equity Awards by the Sterling Insiders, and (in the case upon conversion of Webster) any acquisitions of Webster options for First National Bankshares Common Stock, New Webster Preferred Stockin each case pursuant to the transactions contemplated by this Agreement and to the extent such securities are listed in the Section 16 Information, or Xxxxxxx Equity Awards are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. The term “Section 16 Information” shall mean information accurate in all material respects regarding First National Bankshares Insiders, the number of shares of First National Bankshares Common Stock held by any Sterling Insiders who, immediately following each such First National Bankshares Insider and expected to be exchanged for Fifth Third Common Stock in the Merger, will and the number and description of the options for First National Bankshares Common Stock held by each such First National Bankshares Insider and expected to be converted into options for Fifth Third Common Stock in connection with the Merger; provided that the requirement for a description of any First National Bankshares Stock Options shall be deemed to be satisfied if copies of all First National Bankshares Stock Plans, and agreements evidencing grants thereunder, under which such First National Bankshares Stock Options have been granted, have been made available to Fifth Third. The term “First National Bankshares Insiders” shall mean those officers or and directors of the Surviving Corporation First National Bankshares who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawSection 16 Information.

Exemption from Liability Under Section 16(b). Webster GETCO and Sterling Knight agree that, in order to most effectively compensate and retain Sterling InsidersGETCO Insiders and Knight Insiders (as defined below) in connection with the Mergers, both prior to and after the Effective Time, it is desirable that Sterling GETCO Insiders and Knight Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law Law in connection with the conversion of shares of Sterling Knight Common Stock, Sterling Knight Series A A-1 Preferred Stock, Knight Stock Options, Knight Restricted Shares, Knight RSUs, GETCO Units and Sterling Equity Awards Blocker Units into Webster Company Common Stock, New Webster Preferred Stock or Xxxxxxx Equity AwardsCompany options, restricted shares and units and Warrants, as applicablethe case may be, in connection with the MergerMergers, and for that compensatory and retentive purpose agree to the provisions of this Section 6.197.18. Sterling shall Assuming GETCO and Knight deliver to Webster the Company in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling GETCO and Knight who will be subject to the reporting requirements of Section 16(a) of the Exchange Act (respectively, the “Sterling GETCO Insiders” and the “Knight Insiders”), the number of shares of Knight Common Stock, shares of Knight Series A-1 Preferred Stock, Knight Stock Options, Knight Restricted Shares, Knight RSUs, GETCO Units and Blocker Units be held by each such GETCO Insider or Knight Insider expected to be exchanged in the Mergers, the Board of Directors of Webster and of Sterlingthe Company, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (adopt a resolution providing in substance that the case receipt by the GETCO Insiders and Knight Insiders of Sterling) any dispositions of Sterling Company Common Stock, Sterling Series A Preferred Stock or Sterling Equity Awards by the Sterling InsidersWarrants, Company options, and (Company restricted stock units, deferred stock units and phantom units, in the case of Webster) any acquisitions of Webster exchange for Knight Common Stock, New Webster Knight Series A-1 Preferred Stock, or Xxxxxxx Equity Awards by any Sterling Insiders whoKnight Stock Options, immediately following the MergerKnight Restricted Shares, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange ActKnight RSUs, GETCO Units and Blocker Units, in each case pursuant to the transactions contemplated by this Agreement, are approved by such Board of Directors or by such committee thereof, and are intended to be exempt from liability pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable lawLaw.

Exemption from Liability Under Section 16(b). Webster Huntington and Sterling Unizan agree that, in order to most effectively compensate and retain Sterling InsidersUnizan Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Sterling Unizan Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling Unizan Common Stock, Sterling Series A Preferred Stock and Sterling Equity Awards Unizan Stock Options into Webster shares of Huntington Common Stock, New Webster Preferred Stock or Xxxxxxx Equity Awardsand Assumed Stock Options, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.12. Sterling shall deliver Assuming that Unizan delivers to Webster Huntington the Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Insiders”)fashion, and the Board of Directors of Webster and of SterlingHuntington, or a committee of nonNon-employee directors Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and adopt a resolution providing that the receipt by Unizan Insiders of Huntington Common Stock in any event prior to the Effective Time, take all such steps as may be required to cause (in the case exchange for shares of Sterling) any dispositions of Sterling Unizan Common Stock, Sterling Series A Preferred and of options on Huntington Common Stock or Sterling Equity Awards by the Sterling Insiders, and (in the case upon conversion of Webster) any acquisitions of Webster options on Unizan Common Stock, New Webster Preferred Stock, or Xxxxxxx Equity Awards by any Sterling Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this AgreementAgreement and to the extent such securities are listed in the Section 16 Information, are intended to be exempt from liability pursuant to Rule 16b-3 Section 16(b) under the Exchange Act Act. “Section 16 Information” shall mean information accurate in all material respects regarding Unizan Insiders, the number of shares of Unizan Common Stock held by each such Unizan Insider and expected to be exchanged for Huntington Common Stock in the fullest extent permitted Merger, and the number and description of the options on Unizan Common Stock held by applicable law.each such Unizan Insider and expected to be converted into options on Huntington Common Stock in connection with the

Exemption from Liability Under Section 16(b). Webster GETCO and Sterling Knight agree that, in order to most effectively compensate and retain Sterling InsidersGETCO Insiders and Knight Insiders (as defined below) in connection with the Mergers, both prior to and after the Effective Time, it is desirable that Sterling GETCO Insiders and Knight Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law Law in connection with the conversion of shares of Sterling Knight Common Stock, Sterling Series A Knight Preferred Stock, Knight Stock Options, Knight Restricted Shares, Knight RSUs, GETCO Units and Sterling Equity Awards Blocker Units into Webster Company Common Stock, New Webster Preferred Stock or Xxxxxxx Equity AwardsCompany options, restricted shares and units and Warrants, as applicablethe case may be, in connection with the MergerMergers, and for that compensatory and retentive purpose agree to the provisions of this Section 6.197.18. Sterling shall Assuming GETCO and Knight deliver to Webster the Company in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling GETCO and Knight who will be subject to the reporting requirements of Section 16(a) of the Exchange Act (respectively, the “Sterling GETCO Insiders” and the “Knight Insiders”), the number of shares of Knight Common Stock, shares of Knight Preferred Stock, Knight Stock Options, Knight Restricted Shares, Knight RSUs, GETCO Units and Blocker Units be held by each such GETCO Insider or Knight Insider expected to be exchanged in the Mergers, the Board of Directors of Webster and of Sterlingthe Company, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (adopt a resolution providing in substance that the case receipt by the GETCO Insiders and Knight Insiders of Sterling) any dispositions of Sterling Company Common Stock, Sterling Series A Preferred Stock or Sterling Equity Awards by the Sterling InsidersWarrants, Company options, and (Company restricted stock units, deferred stock units and phantom units, in the case of Webster) any acquisitions of Webster exchange for Knight Common Stock, New Webster Knight Preferred Stock, or Xxxxxxx Equity Awards by any Sterling Insiders whoKnight Stock Options, immediately following the MergerKnight Restricted Shares, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange ActKnight RSUs, GETCO Units and Blocker Units, in each case pursuant to the transactions contemplated by this Agreement, are approved by such Board of Directors or by such committee thereof, and are intended to be exempt from liability pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable lawLaw.

Exemption from Liability Under Section 16(b). Webster Old National and Sterling First Midwest agree that, in order to most effectively compensate and retain Sterling InsidersFirst Midwest Section 16 Individuals, both prior to and after the Effective Time, it is desirable that Sterling Insiders First Midwest Section 16 Individuals not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling First Midwest Common Stock, Sterling Series A First Midwest Preferred Stock and Sterling First Midwest Equity Awards into Webster Old National Common Stock, New Webster Old National Preferred Stock or Xxxxxxx Old National Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.19. Sterling First Midwest shall deliver to Webster Old National in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling First Midwest subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling InsidersFirst Midwest Section 16 Individuals”), and the Board of Directors of Webster Old National and of SterlingFirst Midwest, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of SterlingFirst Midwest) any dispositions of Sterling First Midwest Common Stock, Sterling Series A First Midwest Preferred Stock or Sterling First Midwest Equity Awards by the Sterling InsidersFirst Midwest Section 16 Individuals, and (in the case of WebsterOld National) any acquisitions of Webster Old National Common Stock, New Webster Old National Preferred Stock, or Xxxxxxx Old National Equity Awards by any Sterling Insiders First Midwest Section 16 Individuals who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Webster CIT and Sterling BancShares agree that, in order to most effectively compensate and retain Sterling CIT Insiders, both prior to and after the Effective Time, it is desirable that Sterling CIT Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling CIT Common Stock, Sterling Series A Stock and CIT Preferred Stock into shares of BancShares Class A Common Stock and Sterling Equity Awards into Webster Common Stock, New Webster BancShares Preferred Stock or Xxxxxxx Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.17. Sterling CIT shall deliver to Webster BancShares in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling CIT subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling CIT Insiders”), and the Board of Directors of Webster BancShares and of SterlingCIT, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of SterlingCIT) any dispositions of Sterling CIT Common Stock, Sterling Series A CIT Preferred Stock or Sterling CIT Equity Awards by the Sterling CIT Insiders, and (in the case of WebsterBancShares) any acquisitions of Webster BancShares Class A Common Stock, Stock or New Webster BancShares Preferred Stock, or Xxxxxxx Equity Awards Stock by any Sterling CIT Insiders who, immediately following the Mergertransactions contemplated by this Agreement, will be officers or directors of the Surviving Corporation BancShares subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Webster FirstMerit and Sterling Huntington agree that, in order to most effectively compensate and retain Sterling those officers and directors of FirstMerit subject to the reporting requirements of Section 16(a) of the Exchange Act (the “FirstMerit Insiders”), both prior to and after the Effective Time, it is desirable that Sterling FirstMerit Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling FirstMerit Common Stock, Sterling Series A Stock and FirstMerit Equity Awards in the Merger and FirstMerit Preferred Stock and Sterling Equity Awards into Webster Common Stock, New Webster Preferred Stock or Xxxxxxx Equity Awards, as applicable, in connection with the Second Step Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.18. Sterling shall deliver to Webster in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Insiders”), and the Board The Boards of Directors of Webster Huntington and of SterlingFirstMerit, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafterafter the date of this Agreement, and in any event prior to (i) the Effective Time, take all such steps as may be required necessary or appropriate to cause (in the case of Sterlingx) any dispositions of Sterling FirstMerit Common Stock, Sterling Series A Preferred Stock or Sterling FirstMerit Equity Awards by the Sterling Insiders, and (in the case of Webstery) any acquisitions of Webster Huntington Common StockStock and (ii) the Second Effective Time, take all such steps as may be necessary or appropriate to cause (x) any dispositions of FirstMerit Preferred Stock and (y) any acquisitions of New Webster Huntington Preferred Stock, or Xxxxxxx Equity Awards in each case pursuant to the transactions contemplated by this Agreement and by any Sterling FirstMerit Insiders who, immediately following the Merger, will be officers or directors of Huntington or of the Surviving Corporation Company subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Webster SunTrust and Sterling BB&T agree that, in order to most effectively compensate and retain Sterling SunTrust Insiders, both prior to and after the Effective Time, it is desirable that Sterling SunTrust Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling SunTrust Common Stock, Sterling Series A Stock and SunTrust Preferred Stock and Sterling SunTrust PSU Awards into shares of BB&T Common Stock and New BB&T Common Stock in the Merger and the conversion of SunTrust Equity Awards into Webster Common Stock, New Webster Preferred Stock or Xxxxxxx corresponding BB&T Equity Awards, as applicable, Awards in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.20. Sterling SunTrust shall deliver to Webster BB&T in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling SunTrust subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling SunTrust Insiders”), and the Board of Directors of Webster BB&T and of SterlingSunTrust, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of SterlingSunTrust) any dispositions of Sterling SunTrust Common Stock, Sterling Series A SunTrust Preferred Stock or Sterling SunTrust Equity Awards by the Sterling SunTrust Insiders, and (in the case of WebsterBB&T) any acquisitions of Webster BB&T Common Stock, New Webster BB&T Preferred Stock, or Xxxxxxx BB&T Equity Awards by any Sterling SunTrust Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Webster The Seller and Sterling the Company agree that, in order to most effectively compensate and retain Sterling InsidersInsiders in connection with the Merger, both prior to and after the Effective Time, it is desirable that Sterling Insiders not be subject to a relieved of the risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law Law in connection with the conversion of shares of Sterling Seller Common Stock, Sterling Series A Preferred Options, Seller stock-based awards into shares of Company Common Stock and Sterling Equity Awards into Webster Company rollover options and other awards denominated in shares of Company Common Stock, New Webster Preferred Stock or Xxxxxxx Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.8. Sterling shall deliver Following the delivery to Webster the Company of the Section 16 Information in a reasonably timely fashion prior to fashion, the Effective Time accurate information regarding those officers and directors of Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Insiders”), and the Board of Directors of Webster and of SterlingCompany Board, or a committee of non“Non-employee directors Employee Directors” thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafterwill adopt a resolution providing that the receipt by Insiders of Company Common Stock in exchange for or satisfaction of shares of Company Common Stock or Company stock-based awards, and of Company rollover options upon conversion of Options, in any event prior each case, pursuant to the Effective Time, take all transactions contemplated by this Agreement and to the extent such steps as may be required to cause (securities are listed in the case of SterlingSection 16 Information, are intended to be exempt from liability pursuant to Section 16(b) any dispositions of Sterling Common Stock, Sterling Series A Preferred Stock or Sterling Equity Awards by under the Sterling Exchange Act. “Section 16 Information” will mean information accurate in all material respects regarding Insiders, the number of shares of Seller Common Stock held by each such Insider and (expected to be exchanged for Company Common Stock in the case of Webster) any acquisitions of Webster Common Stock, New Webster Preferred Stock, or Xxxxxxx Equity Awards by any Sterling Insiders who, immediately following the Merger, and the number and description of Options and Seller stock-based awards held by each such Insider and expected to be converted into Company rollover options and exchanged for Company Common Stock or awards denominated therein in connection with the Merger; provided, however, that the requirement for a description of any Options and Seller stock-based awards will be deemed to be satisfied if copies of all Seller stock plans and other Seller benefit plans, and forms of agreements evidencing grants thereunder, under which such Options and Seller stock-based awards, respectively, have been granted to Insiders, have been made available to the Company. “Insiders” will mean those officers or and directors of the Surviving Corporation Seller who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawSection 16 Information.

Exemption from Liability Under Section 16(b). Webster and Sterling agree that, in order (a) Prior to most effectively compensate and retain Sterling Insiders, both prior to and after the Effective Time, it is desirable (i) assuming that Sterling Insiders not be subject aaiPharma delivers to a risk of liability under Holding Company the Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling Common Stock, Sterling Series A Preferred Stock and Sterling Equity Awards into Webster Common Stock, New Webster Preferred Stock or Xxxxxxx Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.19. Sterling shall deliver to Webster 16 Information in a reasonably timely fashion prior to and accurate manner before the Effective Time accurate information regarding those officers and directors of Sterling subject to Time, the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Insiders”), and the Board of Directors of Webster and of SterlingHolding Company Board, or a committee of "non-employee directors directors" thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), as the case may be, shall reasonably promptly thereafter, and in any event prior to adopt a resolution consistent with the Effective Time, take all such steps as interpretive guidance of the SEC providing that the receipt by the aaiPharma Insiders who may be required to cause a covered Person of Holding Company for purposes of Section 16 of the Exchange Act (together with the rules and regulations promulgated thereunder, "Section 16") of HoldCo Common Stock in the case exchange for shares of Sterling) any dispositions of Sterling aaiPharma Common Stock, Sterling Series A Preferred and of options to purchase shares of HoldCo Common Stock or Sterling Equity Awards by the Sterling Insiders, and (in the case upon conversion of Webster) any acquisitions options to purchase shares of Webster aaiPharma Common Stock, New Webster Preferred Stock, or Xxxxxxx Equity Awards by any Sterling Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, are approved by this Agreementthe Holding Company Board, or by such committee thereof, as the case may be, and are intended to be exempt from liability pursuant to Rule 16b-3 Section 16(b) under the Exchange Act Act, such that any such receipt will be so exempt and (ii) the aaiPharma Board, or an appropriate committee of non-employee directors thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the disposition by any officer or director of aaiPharma who is a aaiPharma Insider of shares of aaiPharma Common Stock or aaiPharma Stock Options pursuant to this Agreement and the fullest extent permitted by applicable lawMergers shall be an exempt transaction for purposes of Section 16.

Exemption from Liability Under Section 16(b). Webster NewBridge and Sterling Yadkin agree that, in order to most effectively compensate and retain Sterling InsidersNewBridge Insiders (as defined below), both prior to and after the Effective Time, it is desirable that Sterling NewBridge Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling NewBridge Common Stock, Sterling Series A Preferred Stock and Sterling NewBridge Equity Awards into Webster Common Stock, New Webster Preferred Stock or Xxxxxxx Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.17. Sterling shall deliver Assuming NewBridge delivers to Webster Yadkin in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling NewBridge subject to the reporting requirements of Section 16(a16 (a) of the Exchange Act (the “Sterling NewBridge Insiders”), and the Board of Directors of Webster Yadkin and of SterlingNewBridge, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of SterlingNewBridge) any dispositions of Sterling NewBridge Common Stock, Sterling Series A Preferred Stock or Sterling NewBridge Equity Awards by the Sterling NewBridge Insiders, and (in the case of WebsterYadkin) any acquisitions of Webster Yadkin Common Stock, New Webster Preferred Stock, or Xxxxxxx Equity Awards Stock by any Sterling NewBridge Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Webster Susquehanna and Sterling Parent agree that, in order to most effectively compensate and retain Sterling those officers and directors of Susquehanna subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Susquehanna Insiders”), both prior to and after the Effective Time, it is desirable that Sterling Susquehanna Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling Susquehanna Common Stock, Sterling Series A Preferred Stock and Sterling Susquehanna Equity Awards into Webster Common Stock, New Webster Preferred Stock or Xxxxxxx Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.17. Sterling shall deliver to Webster in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Insiders”), and the The Board of Directors of Webster Parent and of SterlingSusquehanna, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafterpromptly, and in any event prior to the Effective Time, take all such steps as may be required necessary or appropriate to cause (in the case of Sterlingi) any dispositions of Sterling Susquehanna Common Stock, Sterling Series A Preferred Stock or Sterling Susquehanna Equity Awards by the Sterling Insiders, and (in the case of Websterii) any acquisitions of Webster Parent Common StockStock and/or Susquehanna Stock Options exercisable for shares of Parent Common Stock converted at the Effective Time pursuant to Section 1.7(a), New Webster Preferred Stockin each case, or Xxxxxxx Equity Awards pursuant to the transactions contemplated by this Agreement and by any Sterling Susquehanna Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Webster Cadence and Sterling BancorpSouth agree that, in order to most effectively compensate and retain Sterling Cadence Insiders, both prior to and after the Effective Time, it is desirable that Sterling Cadence Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling Cadence Common Stock, Sterling Series A Preferred Stock into shares of BancorpSouth Common Stock in the Merger and Sterling the conversion of Cadence Equity Awards into Webster Common Stock, New Webster Preferred Stock or Xxxxxxx corresponding BancorpSouth Equity Awards, as applicable, Awards in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.20. Sterling Cadence shall deliver to Webster BancorpSouth in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling Cadence subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Cadence Insiders”), and the Board of Directors of Webster BancorpSouth and of SterlingCadence, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of SterlingCadence) any dispositions of Sterling Cadence Common Stock, Sterling Series A Preferred Stock or Sterling Cadence Equity Awards by the Sterling Cadence Insiders, and (in the case of WebsterBancorpSouth) any acquisitions of Webster BancorpSouth Common Stock, New Webster Preferred Stock, Stock or Xxxxxxx BancorpSouth Equity Awards by any Sterling Cadence Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case case, pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Webster and Sterling agree that, in order If Xxxxxx delivers to most effectively compensate and retain Sterling Insiders, both prior to and after the Effective Time, it is desirable that Sterling Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling Common Stock, Sterling Series A Preferred Stock and Sterling Equity Awards into Webster Common Stock, New Webster Preferred Stock or Xxxxxxx Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.19. Sterling shall deliver to Webster Regions in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling Xxxxxx subject to the reporting requirements of Section 16(a) of the Exchange 1934 Act (the “Sterling "Xxxxxx Insiders”"), the number of shares of Xxxxxx Common Stock held or to be held by each such Xxxxxx Insider expected to be exchanged for the Regions Common Stock in the Merger, and the number and description of the options to purchase shares of Xxxxxx Common Stock held by each such Xxxxxx Insider and expected to be converted into options to purchase the Regions Common Stock in the Merger, the Board of Directors of Webster and of SterlingRegions, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange 1934 Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (adopt a resolution providing that the receipt by the Xxxxxx Insiders of the Regions Common Stock in the case exchange for shares of Sterling) any dispositions of Sterling Xxxxxx Common Stock, Sterling Series A Preferred and of options to purchase shares of the Regions Corporation Common Stock or Sterling Equity Awards by the Sterling Insiders, and (in the case upon conversion of Webster) any acquisitions of Webster options to purchase Xxxxxx Common Stock, New Webster Preferred Stock, or Xxxxxxx Equity Awards by any Sterling Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this AgreementAgreement and to the extent such securities are listed in the information provided by Xxxxxx, are approved by such Board of Directors or by such committee thereof, and are intended to be exempt from liability Liability pursuant to Section 16(b) of the 1934 Act, such that any such receipt shall be so exempt. Xxxxxx shall take all such steps as may be required to cause the transactions contemplated by Section 3.5 of this Agreement and any other dispositions of Xxxxxx equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of Xxxxxx to be exempt under Rule 16b-3 promulgated under the Exchange Act to the fullest extent permitted by applicable law1934 Act.

Exemption from Liability Under Section 16(b). Webster Parent and Sterling the Company agree that, in order to most effectively compensate and retain Sterling Insidersthe Company Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Sterling the Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with law. Assuming that the conversion of shares of Sterling Common Stock, Sterling Series A Preferred Stock and Sterling Equity Awards into Webster Common Stock, New Webster Preferred Stock or Xxxxxxx Equity Awards, Company delivers to Parent the Company Section 16 Information (as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.19. Sterling shall deliver to Webster defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and Time, the board of directors of Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Insiders”), and the Board of Directors of Webster and of SterlingParent, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, thereafter and in any event prior to the Effective Time, take all Time adopt a resolution providing in substance that the receipt by the Company Insiders (as defined below) of Parent Common Stock in exchange for shares of Company Common Stock pursuant to the transactions contemplated hereby and to the extent such steps as may be required to cause (securities are listed in the case of SterlingCompany Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) any dispositions of Sterling Common Stock, Sterling Series A Preferred Stock or Sterling Equity Awards under the Exchange Act to the fullest extent permitted by applicable law. “Company Section 16 Information” shall mean information accurate in all material respects regarding the Sterling Company Insiders, the number of shares of Company Common Stock held by each such Company Insider and (expected to be exchanged for Parent Common Stock in the case of Webster) any acquisitions of Webster Common Stock, New Webster Preferred Stock, or Xxxxxxx Equity Awards by any Sterling Insiders who, immediately following the Merger, will and the number and description of the options to purchase shares of Company Common Stock held by each such Company Insider and expected to be converted into options to purchase shares of Parent Common Stock in connection with the Merger; provided that the requirement for a description of any Company Options shall be deemed to be satisfied if copies of all plans, and forms of agreements, under which such Options have been granted have been made available to Parent. “Company Insiders” shall mean those present or former officers or and directors of the Surviving Corporation Company who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawCompany Section 16 Information.

Exemption from Liability Under Section 16(b). Webster BNY and Sterling Mellon agree that, in order to most effectively compensate and retain Sterling InsidersMellon Insiders and BNY Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Sterling Mellon Insiders and BNY Insiders not be subject to a risk of liability under Section 16(b) of the Exchange 1934 Act to the fullest extent permitted by applicable law Law in connection with the conversion of shares of Sterling Mellon Common Stock, Sterling Series A Preferred Mellon Stock Options and Sterling Equity Mellon Stock-Based Awards or XXX Xxxxxx Xxxxx, XXX Stock Options and BNY Stock-Based Awards into Webster Common Xxxxx Xxxxxx Xxxxx, Xxxxx Stock Options or Newco Stock, New Webster Preferred Stock or Xxxxxxx Equity -Based Awards, as applicablethe case may be, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.195.15. Sterling shall Assuming Mellon and BNY deliver to Webster Newco in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling Mellon and BNY subject to the reporting requirements of Section 16(a) of the Exchange 1934 Act (respectively, the “Sterling Mellon Insiders” and the “BNY Insiders”), the number of shares of Mellon Common Stock or BNY Common Stock held or to be held by each such Mellon Insider or BNY Insider expected to be exchanged for Newco Common Stock in the Merger, and the number and description of Mellon Stock Options and Mellon Stock-Based Awards or BNY Stock Options and BNY Stock-Based Awards held by each such Mellon Insider or BNY Insider and expected to be converted into Newco Stock Options or Newco Stock-Based Awards, the Board of Directors of Webster and of SterlingNewco, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange 1934 Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (adopt a resolution providing in substance that the case receipt by the Mellon Insiders and BNY Insiders of Sterling) any dispositions Newco Common Stock in exchange for shares of Sterling Mellon Common Stock and BNY Common Stock, Sterling Series A Preferred and of Newco Stock Options upon conversion of Mellon Stock Options or Sterling Equity Awards by the Sterling Insiders, and (in the case of Webster) any acquisitions of Webster Common Stock, New Webster Preferred StockBNY Stock Options, or Xxxxxxx Equity Newco Stock-Based Awards by any Sterling Insiders who, immediately following the Merger, will be officers upon conversion of Mellon Stock-Based Awards or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange ActBNY Stock-Based Awards, in each case pursuant to the transactions contemplated by this Agreement, are approved by such Board of Directors or by such committee thereof, and are intended to be exempt from liability Liability pursuant to Rule 16b-3 under Section 16(b) of the Exchange 1934 Act to the fullest extent permitted by applicable lawLaw.

Exemption from Liability Under Section 16(b). Webster GWB and Sterling FIBK agree that, in order to most effectively compensate and retain Sterling GWB Insiders, both prior to and after the Effective Time, it is desirable that Sterling GWB Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling GWB Common Stock, Sterling Series Stock into shares of FIBK Class A Preferred Common Stock in the Merger and Sterling the conversion of GWB Equity Awards into Webster Common Stock, New Webster Preferred Stock or Xxxxxxx corresponding FIBK Equity Awards, as applicable, Awards in connection with the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.19‎6.18. Sterling GWB shall deliver to Webster FIBK in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling GWB subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling GWB Insiders”), and the Board of Directors of Webster FIBK and of SterlingGWB, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of SterlingGWB) any dispositions of Sterling GWB Common Stock, Sterling Series A Preferred Stock or Sterling GWB Equity Awards by the Sterling GWB Insiders, and (in the case of WebsterFIBK) any acquisitions of Webster FIBK Class A Common Stock, New Webster Preferred Stock, Stock or Xxxxxxx FIBK Equity Awards by any Sterling GWB Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Webster TCBI and Sterling IBTX agree that, in order to most effectively compensate and retain Sterling TCBI Insiders, both prior to and after the Effective Time, it is desirable that Sterling TCBI Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling TCBI Common Stock, Sterling Series A Stock and TCBI Preferred Stock into shares of IBTX Common Stock and Sterling New IBTX Preferred Stock in the Merger and the conversion of TCBI Equity Awards into Webster Common Stock, New Webster Preferred Stock or Xxxxxxx corresponding IBTX Equity Awards, as applicable, Awards in connection the Merger consistent with the MergerSection 1.8 of this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.18. Sterling TCBI shall deliver to Webster IBTX in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling TCBI subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling TCBI Insiders”), and the Board of Directors of Webster IBTX and of SterlingTCBI, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of SterlingTCBI) any dispositions of Sterling TCBI Common Stock, Sterling Series A TCBI Preferred Stock or Sterling TCBI Equity Awards by the Sterling TCBI Insiders, and (in the case of WebsterIBTX) any acquisitions of Webster IBTX Common Stock, New Webster IBTX Preferred Stock, or Xxxxxxx IBTX Equity Awards by any Sterling TCBI Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Webster BANC and Sterling PACW agree that, in order to most effectively compensate and retain Sterling PACW Insiders, both prior to and after the Effective Time, it is desirable that Sterling PACW Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling PACW Common Stock, Sterling Series A Preferred Stock and Sterling PACW Equity Awards into Webster BANC Common Stock, New Webster Preferred Stock or Xxxxxxx BANC Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.22. Sterling PACW shall deliver to Webster BANC in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling PACW subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling PACW Insiders”), and the Board of Directors of Webster BANC and of SterlingPACW, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of SterlingPACW) any dispositions of Sterling PACW Common Stock, Sterling Series A Preferred Stock or Sterling PACW Equity Awards by the Sterling PACW Insiders, and (in the case of WebsterBANC) any acquisitions of Webster BANC Common Stock, New Webster Preferred Stock, Stock or Xxxxxxx BANC Equity Awards by any Sterling PACW Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Webster Acquiror and Sterling Target agree that, in order to most effectively compensate and retain Sterling InsidersTarget Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Sterling Target Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling Target Common Stock, Sterling Series A Preferred Stock and Sterling Equity Awards Target Stock Options into Webster shares of Acquiror Common Stock, New Webster Preferred Stock or Xxxxxxx Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.11. Sterling shall deliver Assuming that Target delivers to Webster Acquiror the Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Insiders”)fashion, and the Board of Directors of Webster and of SterlingAcquiror, or a committee of nonNon-employee directors Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and adopt a resolution providing that the receipt by Target Insiders of Acquiror Common Stock in any event prior to the Effective Time, take all such steps as may be required to cause (in the case exchange for shares of Sterling) any dispositions of Sterling Target Common Stock, Sterling Series A Preferred and of options on Acquiror Common Stock or Sterling Equity Awards by the Sterling Insiders, and (in the case upon assumption of Webster) any acquisitions of Webster options to purchase Target Common Stock, New Webster Preferred Stockin each case pursuant to the transactions contemplated by this Agreement and to the extent such securities are listed in the Section 16 Information, or Xxxxxxx Equity Awards are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. The term “Section 16 Information” shall mean information accurate in all material respects regarding Target Insiders, the number of shares of Target Common Stock held by any Sterling Insiders who, immediately following each such Target Insider and expected to be exchanged for Acquiror Common Stock in the Merger, will and the number and description of the options on Target Common Stock held by each such Target Insider and expected to be assumed by Acquiror in connection with the Merger; provided that the requirement for a description of any Target Stock Options shall be deemed to be satisfied if copies of all Target Stock Plans, and forms of agreements evidencing grants thereunder, under which such Target Stock Options have been granted, have been made available to Acquiror. The term “Target Insiders” shall mean those officers or and directors of the Surviving Corporation Target who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawSection 16 Information.

Exemption from Liability Under Section 16(b). Webster Sterling and Sterling Provident agree that, in order to most effectively compensate and retain Sterling InsidersInsiders (as defined below), both prior to and after the Effective Time, it is desirable that Sterling Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling Common Stock, Stock into shares of Provident Common Stock in the Merger and the conversion of Sterling Series A Preferred Stock Options and Sterling Equity Restricted Stock Awards into Webster Common Stock, New Webster Preferred Provident Stock Options or Xxxxxxx Equity Awards, as applicable, Provident Restricted Stock Awards in connection with the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.196.18. Assuming Sterling shall deliver delivers to Webster Provident in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Insiders”), and the Board of Directors of Webster Provident and of Sterling, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of Sterling) any dispositions of Sterling Common Stock, Sterling Series A Preferred Restricted Stock Awards or Sterling Equity Awards Stock Options by the Sterling Insiders, and (in the case of Webster) any acquisitions of Webster Provident Common Stock, New Webster Preferred Stock, Provident Restricted Stock Awards or Xxxxxxx Equity Awards Provident Stock Options by any Sterling Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Webster The Company and Sterling MTR agree that, in order to most effectively compensate and retain Sterling InsidersCompany Insiders and MTR Insiders (as defined below) in connection with the Mergers, both prior to and after the Effective Time, it is desirable that Sterling Company Insiders and MTR Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law Law in connection with the conversion of shares of Sterling MTR Common Stock, Sterling Series A Preferred MTR Stock Options, MTR Restricted Shares, MTR RSUs, and Sterling Equity Awards Company Membership Interests into Webster Parent Common Stock, New Webster Preferred Stock or Xxxxxxx Equity AwardsParent options, restricted shares and units, as applicablethe case may be, in connection with the MergerMergers, and for that compensatory and retentive purpose agree to the provisions of this Section 6.195.20. Sterling shall Assuming the Company and MTR deliver to Webster Parent in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling the Company and MTR who will be subject to the reporting requirements of Section 16(a) of the Exchange Act (respectively, the “Sterling Company Insiders” and the “MTR Insiders”), the number of shares of MTR Common Stock, MTR Stock Options, MTR Restricted Shares, MTR RSUs, and Company Membership Interests be held by each such Company Insider or MTR Insider expected to be exchanged in the Board of Directors of Webster and of SterlingMergers, Parent Board, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (adopt a resolution providing in substance that the case receipt by the Company Insiders and MTR Insiders of Sterling) any dispositions of Sterling Parent Common Stock, Sterling Series A Preferred Stock or Sterling Equity Awards by the Sterling InsidersParent options, and (Parent restricted stock units, deferred stock units and phantom units, in the case of Webster) any acquisitions of Webster exchange for MTR Common Stock, New Webster Preferred StockMTR Stock Options, or Xxxxxxx Equity Awards by any Sterling Insiders whoMTR Restricted Shares, immediately following the MergerMTR RSUs, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Actand Company Membership Interests, in each case pursuant to the transactions contemplated by this Agreement, are approved by Parent Board or by such committee thereof, and are intended to be exempt from liability pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable lawLaw.

Exemption from Liability Under Section 16(b). Webster Hexcel and Sterling Woodward agree that, in order to most effectively compensate and retain Sterling the officers and directors of Hexcel subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Hexcel Insiders”), both prior to and after the Effective Time, it is desirable that Sterling Hexcel Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law Law in connection with the conversion of shares of Sterling Hexcel Common Stock, Sterling Series A Preferred Stock into shares of Woodward Common Stock in the Merger and Sterling the conversion of Hexcel Equity Awards into Webster Common Stock, New Webster Preferred Stock or Xxxxxxx corresponding Woodward Equity Awards, as applicable, Awards in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.18. Sterling Hexcel shall deliver to Webster Woodward in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Hexcel Insiders”), and the Board Boards of Directors of Webster Hexcel, Woodward, and of Sterlingthe Combined Company, as applicable, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of SterlingHexcel) any dispositions of Sterling Hexcel Common Stock, Sterling Series A Preferred Stock or Sterling Hexcel Equity Awards by the Sterling Hexcel Insiders, and (in the case of WebsterWoodward) any acquisitions of Webster Woodward Common Stock, New Webster Preferred Stock, Stock or Xxxxxxx Woodward Equity Awards by any Sterling Hexcel Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Combined Company subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawLaw.

Exemption from Liability Under Section 16(b). Webster GWB and Sterling FIBK agree that, in order to most effectively compensate and retain Sterling GWB Insiders, both prior to and after the Effective Time, it is desirable that Sterling GWB Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling GWB Common Stock, Sterling Series Stock into shares of FIBK Class A Preferred Common Stock in the Merger and Sterling the conversion of GWB Equity Awards into Webster Common Stock, New Webster Preferred Stock or Xxxxxxx corresponding FIBK Equity Awards, as applicable, Awards in connection with the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.196.18. Sterling GWB shall deliver to Webster FIBK in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling GWB subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling GWB Insiders”), and the Board of Directors of Webster FIBK and of SterlingGWB, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of SterlingGWB) any dispositions of Sterling GWB Common Stock, Sterling Series A Preferred Stock or Sterling GWB Equity Awards by the Sterling GWB Insiders, and (in the case of WebsterFIBK) any acquisitions of Webster FIBK Class A Common Stock, New Webster Preferred Stock, Stock or Xxxxxxx FIBK Equity Awards by any Sterling GWB Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Webster PNFP and Sterling CAVB agree that, in order to most effectively compensate and retain Sterling InsidersCAVB Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Sterling CAVB Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling CAVB Common Stock, Sterling Series A Preferred Stock and Sterling Equity Awards CAVB Stock Options into Webster shares of PNFP Common Stock, New Webster Preferred Stock or Xxxxxxx Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.11. Sterling shall deliver Assuming that CAVB delivers to Webster PNFP the Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Insiders”)fashion, and the Board of Directors of Webster and of SterlingPNFP, or a committee of nonNon-employee directors Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and adopt a resolution providing that the receipt by CAVB Insiders of PNFP Common Stock in any event prior to the Effective Time, take all such steps as may be required to cause (in the case exchange for shares of Sterling) any dispositions of Sterling CAVB Common Stock, Sterling Series A Preferred and of options on PNFP Common Stock or Sterling Equity Awards by the Sterling Insiders, and (in the case upon conversion of Webster) any acquisitions of Webster options on CAVB Common Stock, New Webster Preferred Stockin each case pursuant to the transactions contemplated by this Agreement and to the extent such securities are listed in the Section 16 Information, or Xxxxxxx Equity Awards are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. The term "Section 16 Information" shall mean information accurate in all material respects regarding CAVB Insiders, the number of shares of CAVB Common Stock held by any Sterling Insiders who, immediately following each such CAVB Insider and expected to be exchanged for PNFP Common Stock in the Merger, will and the number and description of the options on CAVB Common Stock held by each such CAVB Insider and expected to be converted into options on PNFP Common Stock in connection with the Merger; provided that the requirement for a description of any CAVB Stock Options shall be deemed to be satisfied if copies of all CAVB Stock Plans, and forms of agreements evidencing grants thereunder, under which such CAVB Stock Options have been granted, have been made available to PNFP. The term "CAVB Insiders" shall mean those officers or and directors of the Surviving Corporation CAVB who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawSection 16 Information.

Exemption from Liability Under Section 16(b). Webster PNC and Sterling the Company agree that, in order to most effectively compensate and retain Sterling Insidersthe Company Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Sterling the Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling Company Common Stock, Sterling Series A Preferred Stock and Sterling Equity Awards Company Options into Webster Common Stock, New Webster Preferred Stock shares or Xxxxxxx Equity Awards, as applicable, options of PNC in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.195.14. Sterling shall deliver Assuming that the Company delivers to Webster PNC the Company Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and Time, the board of directors of Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Insiders”), and the Board of Directors of Webster and of SterlingPNC, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, thereafter and in any event prior to the Effective Time, take all Time adopt a resolution providing in substance that the receipt by the Company Insiders (as defined below) of PNC Common Stock in exchange for shares of Company Common Stock pursuant to the transactions contemplated hereby and to the extent such steps as may be required to cause (securities are listed in the case of SterlingCompany Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) any dispositions of Sterling Common Stock, Sterling Series A Preferred Stock or Sterling Equity Awards under the Exchange Act to the fullest extent permitted by applicable law. “Company Section 16 Information” shall mean information accurate in all material respects regarding the Sterling Company Insiders, the number of shares of Company Common Stock held by each such Company Insider and (expected to be exchanged for PNC Common Stock in the case of Webster) any acquisitions of Webster Common Stock, New Webster Preferred Stock, or Xxxxxxx Equity Awards by any Sterling Insiders who, immediately following the Merger, will and the number and description of the options to purchase shares of Company Common Stock held by each such Company Insider and expected to be converted into options to purchase shares of PNC Common Stock in connection with the Merger; provided that the requirement for a description of any Company Options shall be deemed to be satisfied if copies of all plans, and forms of agreements, under which such Options have been granted have been made available to PNC. “Company Insiders” shall mean those present or former officers or and directors of the Surviving Corporation Company who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Company Section 16 Information. Prior to the Effective Time, the board of directors of the Company, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a resolution providing in each case substance that the disposition by the Company Insiders of Company Common Stock in exchange for the Consideration pursuant to the transactions contemplated by this Agreement, hereby us intended to be exempt from liability pursuant to Rule 16b-3 Section 16(b) under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Webster Regions and Sterling AmSouth agree that, in order to most effectively compensate and retain Sterling InsidersAmSouth Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Sterling AmSouth Insiders not be subject to a risk of liability under Section 16(b) of the Exchange 1934 Act to the fullest extent permitted by applicable law Law in connection with the conversion of shares of Sterling AmSouth Common Stock into shares of Regions Common Stock in the Merger and the conversion of AmSouth Stock Options and AmSouth Stock, Sterling Series A Preferred Stock and Sterling Equity -Based Awards into Webster Common Regions Stock Options or Regions Stock, New Webster Preferred Stock or Xxxxxxx Equity Awards, as applicable, -Based Awards in connection with the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.194.13. Sterling shall deliver Assuming AmSouth delivers to Webster Regions in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling AmSouth subject to the reporting requirements of Section 16(a) of the Exchange 1934 Act (the “Sterling AmSouth Insiders”), the number of shares of AmSouth Common Stock to be held by each such AmSouth Insider expected to be exchanged for Regions Common Stock in the Merger, and the number and description of AmSouth Stock Options and AmSouth Stock-Based Awards held by each such AmSouth Insider and expected to be converted into Regions Stock Options or Regions Stock-Based Awards, the Board of Directors of Webster and of SterlingRegions, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange 1934 Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (adopt a resolution providing in substance that the case receipt by the AmSouth Insiders of Sterling) any dispositions Regions Common Stock in exchange for shares of Sterling AmSouth Common Stock, Sterling Series A Preferred and of Regions Stock or Sterling Equity Awards by the Sterling Insiders, and (in the case Options upon conversion of Webster) any acquisitions of Webster Common Stock, New Webster Preferred StockAmSouth Stock Options, or Xxxxxxx Equity Regions Stock-Based Awards by any Sterling Insiders who, immediately following the Merger, will be officers or directors upon conversion of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange ActAmSouth Stock-Based Awards, in each case pursuant to the transactions contemplated by this Agreement, are approved by such Board of Directors or by such committee thereof, and are intended to be exempt from liability Liability pursuant to Rule 16b-3 under Section 16(b) of the Exchange 1934 Act to the fullest extent permitted by applicable lawLaw.

Exemption from Liability Under Section 16(b). Webster Washington Banking and Sterling Heritage agree that, in order to most effectively compensate and retain Sterling InsidersWashington Banking Insiders (as defined below), both prior to and after the Effective Time, it is desirable that Sterling Washington Banking Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling Washington Banking Common Stock, Sterling Series A Preferred Stock into shares of Heritage Common Stock in the Merger and Sterling Equity the conversion of Washington Banking Stock Options and Washington Banking Restricted Stock Unit Awards into Webster the right to receive Heritage Common Stock, New Webster Preferred Stock or Xxxxxxx Equity Awards, as applicable, subject to the terms and conditions of such Washington Banking Options and Washington Banking Restricted Stock Unit Awards in connection with the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.196.17. Sterling shall deliver Assuming Washington Banking delivers to Webster Heritage in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling Washington Banking subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Washington Banking Insiders”), and the Board of Directors of Webster Heritage and of SterlingWashington Banking, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of Sterling) any dispositions of Sterling Washington Banking Common Stock, Sterling Series A Preferred Washington Banking Restricted Stock Unit Awards or Sterling Equity Awards Washington Banking Stock Options by the Sterling Washington Banking Insiders, and (in the case of Webster) any acquisitions of Webster Heritage Common Stock, New Webster Preferred Stock, or Xxxxxxx Equity Awards Stock pursuant to Article I by any Sterling Washington Banking Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Webster SunTrust and Sterling GB&T agree that, in order to most effectively compensate and retain Sterling InsidersGB&T Insiders (as defined below) in connection with the Merger, both prior to and after the Effective Time, it is desirable that Sterling GB&T Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling GB&T Common Stock, Sterling Series A Preferred Stock GB&T Options and Sterling Equity GB&T Stock-Based Awards into Webster shares of SunTrust Common Stock, New Webster Preferred Stock or Xxxxxxx Equity Adjusted Options and Assumed Stock-Based Awards, as applicablerespectively, in connection with the Merger, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.13. Sterling shall deliver Assuming that GB&T delivers to Webster SunTrust the Section 16 Information (as defined below) in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Insiders”)fashion, and the Board of Directors of Webster and of SterlingSunTrust, or a committee of nonNon-employee directors Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and adopt a resolution providing that the receipt by GB&T Insiders of SunTrust Common Stock in any event prior to the Effective Time, take all such steps as may be required to cause (in the case exchange for shares of Sterling) any dispositions of Sterling GB&T Common Stock, Sterling Series A Preferred Stock or Sterling Equity of Adjusted Options upon conversion of GB&T Options, and of Assumed Stock-Based Awards upon conversion of GB&T Stock-Based Awards, in each case pursuant to the transactions contemplated by this Agreement and to the Sterling extent such securities are listed in the Section 16 Information, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. The term "Section 16 Information" shall mean information accurate in all material respects regarding GB&T Insiders, the number of shares of GB&T Common Stock held by each such GB&T Insider and (expected to be exchanged for SunTrust Common Stock in the case of Webster) any acquisitions of Webster Common Stock, New Webster Preferred Stock, or Xxxxxxx Equity Awards by any Sterling Insiders who, immediately following the Merger, will and the number and description of the GB&T Options and GB&T Stock-Based Awards held by each such GB&T Insider and expected to be converted into Adjusted Options and Assumed Stock-Based Awards, respectively, in connection with the Merger. The term "GB&T Insiders" shall mean those officers or and directors of the Surviving Corporation GB&T who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawSection 16 Information.

Exemption from Liability Under Section 16(b). Webster Allegiance and Sterling CBTX agree that, in order to most effectively compensate and retain Sterling Allegiance Insiders, both prior to and after the Effective Time, it is desirable that Sterling Allegiance Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law in connection with the conversion of shares of Sterling Allegiance Common Stock, Sterling Series A Preferred Stock into shares of CBTX Common Stock in the Merger and Sterling the conversion of Allegiance Equity Awards into Webster Common Stock, New Webster Preferred Stock or Xxxxxxx corresponding CBTX Equity Awards, as applicable, Awards in connection the Merger consistent with the MergerSection 1.7 of this Agreement, and for that compensatory and retentive purpose agree to the provisions of this Section 6.196.18. Sterling Allegiance shall deliver to Webster CBTX in a reasonably timely fashion prior to the Effective Time accurate information regarding those officers and directors of Sterling Allegiance subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Allegiance Insiders”), and the Board of Directors of Webster CBTX and of SterlingAllegiance, or a committee of non-employee directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and in any event prior to the Effective Time, take all such steps as may be required to cause (in the case of SterlingAllegiance) any dispositions of Sterling Allegiance Common Stock, Sterling Series A Preferred Stock or Sterling Allegiance Equity Awards by the Sterling Allegiance Insiders, and (in the case of WebsterCBTX) any acquisitions of Webster CBTX Common Stock, New Webster Preferred Stock, Stock or Xxxxxxx CBTX Equity Awards by any Sterling Allegiance Insiders who, immediately following the Merger, will be officers or directors of the Surviving Corporation Entity subject to the reporting requirements of Section 16(a) of the Exchange Act, in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable law.

Exemption from Liability Under Section 16(b). Webster Parent and Sterling the Company agree that, in order to most effectively compensate and retain Sterling InsidersCompany Insiders in connection with the Merger, both prior to and after the Effective Time, it is desirable that Sterling Company Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law Law in connection with the conversion of shares of Sterling Company Common Stock, Sterling Series Stock into shares of Parent Class A Preferred Common Stock and Sterling Equity Awards into Webster Common Stock, New Webster Preferred Stock or Xxxxxxx Equity Awards, as applicable, in connection with the Merger, and for that compensatory and retentive purpose purposes agree to the provisions of this Section 6.196.11. Sterling shall deliver Assuming that the Company delivers to Webster Parent the Section 16 Information in a reasonably timely fashion prior to fashion, the Effective Time accurate information regarding those officers and directors of Sterling subject to the reporting requirements of Section 16(a) of the Exchange Act (the “Sterling Insiders”), and the Board of Directors of Webster and of SterlingParent Board, or a committee of nonNon-employee directors Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter, and will adopt a resolution providing that the receipt by Company Insiders of Parent Class A Common Stock in any event prior exchange for shares of Company Common Stock pursuant to the Effective Timetransactions contemplated by this Agreement, take all to the extent such steps as may be required to cause (securities are listed in the case Section 16 Information, is intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act. For purposes of Sterlingthis Agreement, (a) any dispositions of Sterling Common Stock, Sterling Series A Preferred Stock or Sterling Equity Awards by the Sterling "Section 16 Information" will mean information accurate in all material respects regarding Company Insiders, the number of shares of Company Common Stock (including Company Restricted Stock) held by each such Company Insider and (expected to be exchanged for Parent Class A Common Stock in the case of Webster) any acquisitions of Webster Common Stock, New Webster Preferred Stock, or Xxxxxxx Equity Awards by any Sterling Insiders who, immediately following the Merger, and the number and description of Company Stock Options held by each such Company Insider and expected to be cashed-out in connection with the Merger and (b) "Company Insiders" will be mean those officers or and directors of the Surviving Corporation Company who are subject to the reporting requirements of Section 16(a) of the Exchange Act, Act and who are listed in each case pursuant to the transactions contemplated by this Agreement, to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act to the fullest extent permitted by applicable lawSection 16 Information.