Benefit Plans (a) At the Effective Time, Mutual First or a Mutual First Subsidiary shall be substituted for ▇▇▇▇▇▇ or a ▇▇▇▇▇▇ Subsidiary as the sponsoring employer under those benefit and welfare plans with respect to which ▇▇▇▇▇▇ or any of its Subsidiaries is a sponsoring employer immediately prior to the Effective Time, and shall assume and be vested with all of the powers, rights, duties, obligations and liabilities previously vested in ▇▇▇▇▇▇ or its Subsidiary with respect to each such plan. Except as expressly contemplated by a separate agreement entered into by ▇▇▇▇▇▇ and Mutual First on the date hereof, each such plan shall be continued in effect by Mutual First or any applicable Mutual First Subsidiary after the Effective Time without a termination or discontinuance thereof as a result of the Company Merger or the Bank Merger, subject to the power reserved to Mutual First or any applicable Mutual First Subsidiary under each such plan to subsequently amend or terminate the plan, which amendments or terminations shall comply with applicable law. ▇▇▇▇▇▇, each ▇▇▇▇▇▇ Subsidiary, and Mutual First will use all reasonable efforts (i) to effect said substitutions and assumptions, and such other actions contemplated under this Agreement, and (ii) to amend such plans as to the extent necessary to provide for said substitutions and assumptions, and such other actions contemplated under this Agreement.
(b) At or as promptly as practicable after the Effective Time as Mutual First shall reasonably determine, Mutual First shall provide, or cause a Mutual First Subsidiary to provide, to each full time employee of ▇▇▇▇▇▇, and its wholly-owned Subsidiaries as of the Effective Time ("▇▇▇▇▇▇ Employees") the opportunity to participate in each employee benefit and welfare plan maintained by Mutual First or a Mutual First Subsidiary, whichever is applicable, for similarly-situated employees provided that with respect to such plans maintained by Mutual First or a Mutual First Subsidiary, whichever is applicable, ▇▇▇▇▇▇ Employees shall be given credit for service recognized under the corresponding plan of ▇▇▇▇▇▇ and its Subsidiaries in determining participation in, eligibility for and vesting in benefits thereunder, and only with respect to severance and vacation plans, accrual of benefits; provided further that ▇▇▇▇▇▇ Employees shall not be subject to any waiting periods or pre-existing condition exclusions under the group health plan of Mutual First or any applicable Mutual First Subsidiary to the extent that such periods are longer or restrictions impose a greater limitation than the periods or limitations imposed under the applicable ▇▇▇▇▇▇ group health plan; and provided further that to the extent that the initial period of coverage for ▇▇▇▇▇▇ Employees under any plan of Mutual First or a Mutual First Subsidiary, whichever is applicable, that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA is not a full 12- month period of coverage, ▇▇▇▇▇▇ Employees shall be given credit under the applicable welfare plan for any deductibles and co-insurance payments made by such ▇▇▇▇▇▇ Employees under the corresponding ▇▇▇▇▇▇ welfare plan during the balance of such 12- month period of coverage. Nothing in the preceding sentence shall obligate Mutual First or any Mutual First Subsidiary to provide or cause to be provided any benefits duplicative to those provided under any ▇▇▇▇▇▇ benefit or welfare plan continued pursuant to subparagraph (a) above, including, but not limited to, extending participation in any plan which is an "employee pension benefit plan" under ERISA relative to any period of time with respect to which allocations are made to ▇▇▇▇▇▇ Employees under any employee pension benefit plan maintained or sponsored by ▇▇▇▇▇▇ or a Marion Subsidiary. Except as otherwise provided in this Agreement, the power of Mutual First or any Mutual First Subsidiary to amend or terminate any benefit or welfare plans of ▇▇▇▇▇▇ and its Subsidiaries shall not be altered or affected. Moreover, this subsection 6.13(b) shall not confer upon any ▇▇▇▇▇▇ Employee any rights or remedies hereunder and shall not constitute a contract of employment or create any rights, to be retained or otherwise, in employment at Mutual First or any Mutual First Subsidiary.
(c) Any separate agreement entered into by ▇▇▇▇▇▇ and Mutual First on the date hereof relating to employee or other benefits is incorporated herein by reference and shall be deemed a part of this Agreement.
Employee Plans Except as provided in Section 4.12, the Assuming Institution shall have no liabilities, obligations or responsibilities under the Failed Bank's health care, bonus, vacation, pension, profit sharing, deferred compensation, 401K or stock purchase plans or similar plans, if any, unless the Receiver and the Assuming Institution agree otherwise subsequent to the date of this Agreement.
