Common use of Employees and Employee Benefit Plans Clause in Contracts

Employees and Employee Benefit Plans. (a) Full time employees of Cohoes and its Subsidiaries who remain employed after the Effective Time will be eligible to participate in benefit plans of the Surviving Corporation and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan of the Survivinx Xxxporation or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependents.

Employees and Employee Benefit Plans. (a) Full time employees For a period of Cohoes and its Subsidiaries who remain employed after not less than one (1) year following the Effective Time will be eligible to participate in benefit plans of Closing Date, the Surviving Corporation shall provide all individuals who are employees of the Company and its the Subsidiaries that (including employees who are generally available to their full-time employees not actively at work on a uniform account of illness, disability or leave of absence) on the Closing Date (the "Affected Employees"), while employed by the Company or the Subsidiaries, with compensation and non-discriminatory basis benefits (not including equity compensation) which are substantially comparable in accordance with and subject the aggregate to the terms compensation and provisions of benefits provided to such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan Affected Employees as of the Survivinx Xxxporation or date of this Agreement. Nothing contained in this Section 5.16 shall be deemed to grant any of its Subsidiaries where benefits are calculated on an actuarial basis, including Affected Employee any qualified or non-qualified defined benefit plan or restoration plan). Contributions right to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees continued employment after the Effective Time subject to the terms and provisions of such employee plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001Closing Date. The Surviving Corporation shall use its best efforts continue to cause provide and recognize all accrued but unused vacation of Affected Employees as of the Closing Date. Any preexisting condition clause in any of the welfare plans (including medical, dental and all disability coverage) established or maintained by the Surviving Corporation after the Closing Date shall be waived for the Affected Employees (other than pre-existing condition limitations (conditions that are already in effect with respect to Affected Employees, to the extent permitted by Applicable Law), and Affected Employees shall be credited with service with the Company for all purposes under such limitations did not apply plans. Parent shall, and shall cause the Surviving Corporation to, assume and honor all agreements set forth in Section 5.16(a) of the Company Disclosure Letter to a pre-existing condition under the corresponding Cohoes group health extent of the respective terms of such agreements. Subject to the preceding sentence, nothing in this Agreement shall be interpreted as limiting the power of the Surviving Corporation or Parent to amend or terminate any particular Plan or any other particular employee benefit plan, program, agreement or policy or as requiring the Surviving Corporation or Parent to offer to continue the employment of any employee of the Company or its subsidiaries for any period of time or to offer to continue (other than as required by its written terms) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependentsany Plan.

Employees and Employee Benefit Plans. (a) Full Except as otherwise provided herein, full time employees of Cohoes Seller and its Subsidiaries Seller Bank who remain employed by Buyer after the Effective Time will be eligible to participate in benefit plans of the Surviving Corporation and its Subsidiaries Buyer that are generally available to their its full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries Seller or Seller Bank for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan existing or any future benefit plan of the Survivinx Xxxporation or any of its Subsidiaries Buyer where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation and its Subsidiaries Buyer on behalf of continuing full-time employees of Cohoes Seller and its Subsidiaries Seller Bank shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee benefit plans. Notwithstanding anything contained above, continuing full time employees of Cohoes Seller and its Subsidiaries Seller Bank (i) shall not be entitled to any past service credit for their prior employment for any purposes whatsoever with respect to any post-termination or post-retirement welfare benefits of Buyer; and (ii) shall not be eligible to participate in the Hudson Buyer benefit restoration plan or any qualified plan of Buyer or any of its Subsidiaries (Surviving Corporationother than the 401(k) ESOP plan of Buyer into which the Seller Bank 401(k) plan has been merged) until the plan year begxxxxxx entry date occurring on April 1, 20012003. The Surviving Corporation Buyer shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes Seller group health plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependents.

Employees and Employee Benefit Plans. (a) Full time Buyer shall offer employment to commence as of the Closing Date to all of the employees of Cohoes and its Subsidiaries the Business (including employees on leave of absence who remain employed after the Effective Time will be eligible to participate are listed in benefit plans Section 8.4 of the Surviving Corporation and its Subsidiaries Disclosure Schedule) ("Employees") other than those Employees that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan of the Survivinx Xxxporation Seller or any of its Subsidiaries where benefits Affiliates decide to retain in their employ (the "Retained Employees") (a list of such Retained Employees is attached hereto in Section 8.4 of the Disclosure Schedule) and other than those Employees listed on Schedule 8.4(a) (such Employees who are calculated not Retained Employees and who are not listed on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration planSchedule 8.4(a) being "Available Employees"). Contributions to (Such offers of employment shall be for salary, wages, bonuses, benefits and accrual other terms and conditions of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation and its Subsidiaries on behalf of continuing full-time employment no less favorable than those received by similarly situated employees of Cohoes Buyer. Those Employees who accept Buyer's offer of employment and its Subsidiaries commence working with Buyer shall only relate hereafter be referred to qualifying compensation earned by such employees after the Effective Time subject as "Transferred Employees." For periods prior to the terms and provisions of such employee plans. Notwithstanding anything contained aboveClosing, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived with respect to Employees, Seller shall retain the sole responsibility for all matters relating to the maintenance of personnel and payroll records, the withholding and payment of federal, state and local income and payroll taxes, the payment of workers' compensation and unemployment compensation insurance, salaries, wages and pension, welfare and other fringe benefits and the conduct of all other matters relating to labor relations. Seller shall retain responsibility for any severance for Retained Employees and Employees who are listed on Schedule 8.4(a) that may be triggered as a result of any termination of employment (including all severance liabilities incurred on or prior to the Closing Date) and Buyer shall be responsible for any severance for Available Employees that may be triggered as a result of any termination of employment (which such participants severance benefits are limited to the Available Employees set forth on Attachment 5.13(b)(i) of the Disclosure Schedule). Seller shall retain liability for compliance with all applicable labor and employment laws relating to the Employees in connection with their eligible dependentsemployment by Seller or any of its Affiliates.

Employees and Employee Benefit Plans. HCB and Seller shall, ------------------------------------ prior to the Closing, take such action as is necessary to (ai) Full time terminate the employment of any all employees of Cohoes the Bank located at the Monticello Branch or LPO Office and its Subsidiaries who remain to pay all salaries of such employees through such date and (ii) rehire such persons as employees of HCB or Seller on the same or better terms as such employees were employed after by the Effective Time will be eligible Bank. Prior to participate in benefit plans the Closing, HCB and Seller shall take such action as is necessary to terminate all participation and obligations of the Surviving Corporation Bank and its Subsidiaries that are generally available the Holding Company under the Plans. HCB and Seller agree to their full-time employees on a uniform jointly and non-discriminatory basis in accordance severally indemnify and hold harmless the Bank and Buyer from and against any and all Adverse Consequences resulting from (A) the failure of HCB or Seller to comply with and subject any Legal Requirement applicable to the terms termination and provisions rehiring of such benefit plansthe employees of the Bank or the Holding Company on or prior to the Closing Date (including, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for limited to compliance with COBRA) or (B) Bank's or Holding Company's participation in or termination as a participating employer under the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan of Plans. Further, the Survivinx Xxxporation or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation Buyer shall use its best efforts to cause any its insurance carrier to waive the applicable waiting period under Buyer's existing health and medical insurance plans so as to allow all pre-existing condition limitations (employees of the Bank as of the Closing Date to participate, effective on the extent 1st day of the month immediately following the Closing Date, in such limitations did not apply plans. If Buyer is unable to a pre-existing condition obtain the foregoing waiver from it insurance carrier, it shall take such action as is necessary to allow all employees of the Bank as of the Closing Date to participate in Buyer's health and medical insurance plans as soon as possible under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived with respect to terms of such participants and their eligible dependentsplans.

Employees and Employee Benefit Plans. (a) Full time employees of Cohoes and its Subsidiaries who remain employed after the Effective Time will be eligible Buyer shall offer employment to participate in benefit plans commence as of the Surviving Corporation and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject Closing Date to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan Employees listed on Section 8.4(a) of the Survivinx Xxxporation or any of Disclosure Schedule, as amended by Buyer from time to time in its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration planreasonable discretion. Sellers shall use all reasonable efforts as reasonably requested by Buyer to assist Buyer in its efforts to hire the employees receiving offers under this Section 8.4(a). Contributions to (and accrual In the case of benefitsany offeree who is in inactive status or otherwise absent from employment on the Closing Date, Buyer may, to the extent applicablepermitted by law, if any, under) benefit plans of condition such offer upon the Surviving Corporation and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries shall only relate offeree’s reporting to qualifying compensation earned by such employees work within twelve weeks after the Effective Time subject Closing Date, or if absent by reason of short-term disability, injury or illness, within the period prescribed by the applicable Seller’s short-term disability plan and with acceptable medical release for regular work or work with reasonable accommodation, or if absent on statutory leave such as maternity or parental leave within the period prescribed by the applicable statute for such leave. Following acceptance of offers made by Buyer pursuant to the terms this Section 8.4(a), Buyer shall provide written notice thereof to Sellers and provisions of such employee plans. Notwithstanding anything contained aboveSellers shall transfer to Buyer, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation shall use its best efforts to cause any and all pre-existing condition limitations (to the extent permitted by law, all files and Employee records of Employees accepting such limitations did not apply offers (the “Transferred Employees”). The employment of each Transferred Employee with Buyer shall be considered effective and his or her employment by Sellers shall terminate and transfer to a pre-existing condition under Buyer on the corresponding Cohoes group health plan) and eligibility waiting Closing Date. For periods under its group health plans prior to be waived Closing, with respect to Employees, Sellers shall retain the sole responsibility for and control over all matters relating to the maintenance of personnel and payroll records, the withholding and payment of federal, state and local income and payroll taxes, the payment of workers’ compensation and unemployment compensation insurance, salaries, wages and pension, welfare and other employee and fringe benefits, hiring and firing and the conduct of all other matters relating to labor relations. Sellers shall be solely responsible for all liabilities and obligations relating to or arising from any right of any Employee to receive compensation for or because of the termination of his or her employment with Sellers or their Affiliates. Buyer shall be responsible for all liabilities and obligations to the Transferred Employees relating to or arising from any right of any such participants employee to receive compensation for or because of the termination of his or her employment with Buyer. Sellers shall retain liability for compliance with all applicable labor and employment laws relating to the Employees in connection with their eligible dependentsemployment by Sellers or any of their Affiliates.

Employees and Employee Benefit Plans. (a) Full time employees of Cohoes and its Subsidiaries who remain employed after the Effective Time will be eligible to participate in benefit plans of the Surviving Corporation Xxxxxx and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan existing or any future benefit plan of the Survivinx Xxxporation Xxxxxx or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation Xxxxxx and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee benefit plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP Xxxxxx Bank benefit restoration plan or any qualified plan of Xxxxxx or any of its Subsidiaries, including the Xxxxxx Bank retirement plan, Xxxxxx Bank savings plan and Xxxxxx employee stock ownership plan until the plan year begxxxxxx April 1commencing in 2002, 2001except that, to the extent permitted by the Code and any other applicable law, continuing full time employees of Cohoes and its Subsidiaries who are not participants in the Cohoes ESOP immediately prior to the Effective Time and otherwise meet the eligibility requirements of the Xxxxxx employee stock ownership plan (after taking into account their past service credit with Cohoes and its Subsidiaries) shall be permitted to participate in the Xxxxxx employee stock ownership plan as of the first entry date in such plan on or following the date of the Effective Time. The Surviving Corporation Xxxxxx shall amend its employee stock ownership plan to accomplish the foregoing, to the extent such amendments are consistent with the Code and any other applicable law. Xxxxxx shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependents.

Employees and Employee Benefit Plans. (a) Full time employees of Cohoes and its Subsidiaries who remain employed after the Effective Time will be eligible to participate in benefit plans of the Surviving Corporation Xxxxxx and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan existing or any future benefit plan of the Survivinx Xxxporation Xxxxxx or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit - 50 - NEXT PAGE plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation Xxxxxx and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee benefit plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP Xxxxxx Bank benefit restoration plan or any qualified plan of Xxxxxx or any of its Subsidiaries, including the Xxxxxx Bank retirement plan, Xxxxxx Bank savings plan and Xxxxxx employee stock ownership plan until the plan year begxxxxxx April 1commencing in 2002, 2001except that, to the extent permitted by the Code and any other applicable law, continuing full time employees of Cohoes and its Subsidiaries who are not participants in the Cohoes ESOP immediately prior to the Effective Time and otherwise meet the eligibility requirements of the Xxxxxx employee stock ownership plan (after taking into account their past service credit with Cohoes and its Subsidiaries) shall be permitted to participate in the Xxxxxx employee stock ownership plan as of the first entry date in such plan on or following the date of the Effective Time. The Surviving Corporation Xxxxxx shall amend its employee stock ownership plan to accomplish the foregoing, to the extent such amendments are consistent with the Code and any other applicable law. Xxxxxx shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependents.

Employees and Employee Benefit Plans. (a) Full time employees of Cohoes Seller and its Subsidiaries Preferred who remain employed after the Effective Time will be eligible to participate in all welfare and benefit plans of the Surviving Corporation and its Subsidiaries that are generally available to their full-time employees of Alliance on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes Seller and its Subsidiaries Preferred for the purpose of determining eligibility for participation, and vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan of the Survivinx Xxxporation or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration planDefined Benefit Plan). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation Buyer shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health planany Seller Employee Plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependents.. (b) Buyer agrees to honor the terms of all Previously Disclosed employment, consulting, severance and termination agreements and all vested rights under the Seller Employee Plans. Buyer agrees to expressly assume every such agreement which by its terms requires express assumption by a successor to Seller. Such express assumption shall occur by virtue of Buyer's execution of this Agreement without any further action required by Buyer upon the completion of the Merger, and 31 Next Page subject to the proviso that the aggregate cash severance payments to be made to X.X. Xxxx and Xxxxxxxx X. Xxxxxx at the Effective Time, in a single lump sum payment, under their December 18, 1996 Employment Agreements shall not exceed $675,000. (c) In the sole discretion of Buyer, payments made by it in full and complete satisfaction of obligations of Seller and/or Preferred under any Seller Employee Plan or under any agreement referred to in Section 5.11(b) shall be subject to the recipient's delivery to Buyer of (i) a written acknowledgment signed by such recipient that the payment or payments and benefits to be made to him or her is in full and complete satisfaction of all liabilities and obligations thereunder of Seller, Buyer, and each of their respective affiliates, directors, officers, employees and agents, and (ii) a release by such recipient of all such parties from further liability in connection with the particular Seller Employee Plan or agreement, as applicable. (d) As of the Effective Time, the Seller ESOP shall be terminated in accordance with its terms. Prior to the Effective Time, the Seller shall be permitted to make such changes to the Seller ESOP as it deems appropriate to carry out the provisions of this subsection and shall file a request for determination with the IRS with respect to the termination of the Seller ESOP. Any cash received by the Seller ESOP trustee in connection with the Cash-Out Merger with respect to the unallocated shares of Seller Common Stock shall be first applied by the Seller ESOP trustee to the full repayment of the Seller ESOP loan. The balance of the cash (if any) received by the Seller ESOP trustee in connection with the Cash-Out Merger with respect to the unallocated shares of Seller Common Stock shall be allocated to the accounts of all participants in the Seller ESOP who have accounts remaining under the Seller ESOP (whether or not such participants are then actively employed) and beneficiaries in proportion to the account balances of such participants and beneficiaries as they exist as of the Effective Time as earnings, unless otherwise required to be allocated as annual additions subject to the limitations of Section 415 of the Code. As soon as practicable after receipt of a favorable determination letter from the IRS with respect to termination, the assets of the Seller ESOP shall be distributed to participants and beneficiaries or transferred to an eligible individual retirement account as a participant or beneficiary may direct. Prior to the Effective Time, Seller shall be entitled to make prepayments on the Seller ESOP loan to the extent such prepayments (i) are fully deductible for tax purposes as contributions to the ESOP, (ii) do not adversely affect the qualified status of the Seller ESOP, and (iii) reflect a contribution level consistent with past practice calculated on a pro rata basis for the partial plan year period (which contribution shall only apply to the taxable cash compensation of employee/participants excluding any severance payments arising from any of the transactions contemplated by this Agreement). (e) As a material inducement for X.X. Xxxx and Xxxxxxxx X. Xxxxxx entering into the Non-Competition Agreements referred to in Section 6.1(e) and agreeing to be bound by the terms and provisions thereof for the period of time therein stated, Buyer agrees that it shall cause Preferred to provide and pay for group health insurance benefits for X.X. Xxxx and Xxxxxxxx X. Xxxxxx and their respective family members from the Effective Time through November 24, 2004, which health benefits shall be no less favorable than those Previously Disclosed by Buyer. 32 Next Page 5.12 Litigation Matters Seller will consult with Buyer about any proposed settlement, or any disposition of, any litigation affecting Seller or Preferred. 5.13

Employees and Employee Benefit Plans. (a) Full Full-time employees of Cohoes Community Bankshares and its Subsidiaries who remain are employed by BBC or its Subsidiaries after the Effective Time will be eligible to participate in benefit plans of the Surviving Corporation BBC and its Subsidiaries that are generally available to their full-time employees on a uniform and non-non- discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes Community Bankshares and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan existing or any future benefit plan of the Survivinx Xxxporation BBC or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation BBC and its Subsidiaries on behalf of continuing full-time employees of Cohoes Community Bankshares and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee benefit plans. Notwithstanding anything contained above, continuing full full-time employees of Cohoes Community Bankshares and its Subsidiaries who meet any applicable age or year of service requirements shall not be eligible to participate in any qualified plan of BBC or any of its Subsidiaries as of the Hudson (Surviving Corporation) ESOP until Effective Time. BBC shall amend its qualified plans to the plan year begxxxxxx April 1extent necessary to accomplish the foregoing, 2001provided that such amendments are consistent with the Code and any other applicable Law. The Surviving Corporation BBC shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes Community Savings group health plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependents.

Employees and Employee Benefit Plans. (a) Full time During the period beginning on the Closing Date and ending on September 30, 2000, Sellers shall make available the services of its employees who are employed in the Divisions to Buyer or its affiliates as leased employees (the "Leased Employees"). During such period, Sellers shall pay and provide to all Leased Employees compensation and benefits equal to that which they were receiving immediately prior to the Closing Date (except to the extent otherwise required by applicable law). The Leased Employees shall be deemed for all purposes (including compensation, employee benefits, employment tax and reporting obligations, and all obligations arising as a result of the termination of a Leased Employee's employment) to be employees solely of Seller or its affiliates and not to be employees of Cohoes and its Subsidiaries who remain employed after the Effective Time will be eligible to participate in benefit plans of the Surviving Corporation and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan of the Survivinx Xxxporation Buyer or any of its Subsidiaries where benefits affiliates. Sellers shall have responsibility for the employment and daily supervision of the Leased Employees; PROVIDED, HOWEVER, that Sellers shall consult with Buyer regarding the nature and scope of the services required by Buyer and the performance of such services by the Leased Employees, and PROVIDED FURTHER, that Sellers shall not, and shall cause their affiliates not to, undertake any actions in connection with the provision of such services that are calculated on an actuarial basisnot authorized by Buyer. Buyer shall reimburse each Seller for its direct payroll costs, excluding overhead expenses, within one business day after receiving a copy of Sellers' payroll reports from Sellers' payroll agent. Buyer shall also reimburse each Seller for other reasonable direct costs of providing such leased employee services, including payroll taxes, the costs of workers' compensation insurance and costs related to Seller's Non-ERISA Plans listed on SCHEDULE 5.18(A), other than costs related to any qualified or nonequity-qualified defined based compensation plans (excluding the fees of third party administrators under any employee benefit plan or restoration planmaintained by a Seller and costs associated with the provision of the Accounting Services set forth on ANNEX B hereto). Contributions to (and accrual of benefitsNotwithstanding any other provision herein, Buyer shall not reimburse any Seller for any payment or benefit under an employee benefit plan, arrangement or agreement except to the extent applicableit is set forth on SCHEDULE 2.3(D) or SCHEDULE 5.18 and was provided to Buyer prior to the date hereof. Immediately following the Employment Date as defined in SECTION 8.5(B), if anySellers shall submit to Buyer for payment a billing invoice or other statement setting forth the amount of any fees for the leased employee services provided hereunder, under) benefit plans of the Surviving Corporation and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries reduced by any fees or expenses heretofore paid by Buyer. Such invoice or statement shall only relate to qualifying compensation earned be accompanied by such employees after the Effective Time subject to the terms and provisions of such employee plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived supporting detail as Buyer may reasonably request with respect to any of such participants fees. Payment by Buyer to Sellers in respect of such invoice or statement shall be made within 15 days after the date of Buyer's receipt of such invoice or statement. Buyer shall have the right to conduct an audit of Sellers to determine the accuracy of the accounting for any such fees, the cost of which shall be borne by Buyer; PROVIDED, HOWEVER, that if the results of any such audit show excess charges for fees of more than $5,000 in the aggregate, then the cost of such audit shall be borne by Sellers and their eligible dependentsSellers shall promptly reimburse Buyer for all overcharges due to excess charges for such fees.

Employees and Employee Benefit Plans. (a) Full time Promptly after the Closing, Buyer shall make an offer of employment to each of the employees of Cohoes and its Subsidiaries who remain employed after Seller other than the Effective Time will be eligible employees listed on Schedule 7.4 (which offer shall (i) include base salary no less than the base salary currently being paid to participate in benefit plans of the Surviving Corporation and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis such employee by Seller, as adjusted in accordance with Section 7.8 and subject (ii) in the case of employees with the title of Senior Engagement Manager or higher, be conditioned upon, among other things, the execution by such employee of a Confidential Information Agreement). Buyer shall not terminate any employee of Seller who becomes an employee of Buyer or its subsidiaries or other Affiliates for a period of six months after the Closing unless: (i) such termination is for Cause (as defined in the Employment Agreement entered into by such employee or, if no Employment Agreement has been entered into by such employee, as defined in the Noncompetition Agreement); (ii) Buyer obtains the prior written consent of Seller with respect to such termination; or (iii) Buyer pays such terminated employee an amount equal to the terms and provisions greater of such benefit planshis or her base salary as in effect immediately prior to the Closing or as in effect at the time of termination, with credit for years of service with Cohoes and its Subsidiaries for the purpose period from the date of termination through the end of the sixth month following the Closing. With respect to each employee of Seller who does not become an employee of Buyer on the Closing Date (other than those listed on Schedule 7.4), Seller and the members of the board of directors of Seller shall encourage such employee to become an employee of Buyer promptly following the Closing Date. For purposes of determining eligibility for participation, to participate and vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future employee benefit plan of Buyer, employees of Seller who become employees of Buyer and actually perform services for Buyer on the Survivinx Xxxporation Closing Date or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to within twelve (and accrual of benefits, 12) weeks immediately thereafter (the “Transferring Employees”) shall receive service credit for service with Buyer to the same extent applicable, if any, under) such credit was granted under Seller’s comparable employee benefit plans of the Surviving Corporation and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation shall use its best efforts to cause any and all pre-existing condition limitations (set forth herein to the extent contrary, (i) nothing in this Agreement shall create any obligation on the part of Buyer to continue the employment of any employee for any period following the Closing Date and (ii) nothing in this Agreement shall preclude Buyer from altering, amending or terminating any of its employee benefit plans, or the participation of any of its employees in such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependentsplans, at any time.

Employees and Employee Benefit Plans. (a) Full time During the period beginning on the Closing Date and ending on September 30, 2000, Sellers shall make available the services of its employees who are employed in the Divisions to Buyer or its affiliates as leased employees (the "Leased Employees"). During such period, Sellers shall pay and provide to all Leased Employees compensation and benefits equal to that which they were receiving immediately prior to the Closing Date (except to the extent otherwise required by applicable law). The Leased Employees shall be deemed for all purposes (including compensation, employee benefits, employment tax and reporting obligations, and all obligations arising as a result of the termination of a Leased Employee's employment) to be employees solely of Seller or its affiliates and not to be employees of Cohoes and its Subsidiaries who remain employed after the Effective Time will be eligible to participate in benefit plans of the Surviving Corporation and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan of the Survivinx Xxxporation Buyer or any of its Subsidiaries where benefits affiliates. Sellers shall have responsibility for the employment and daily supervision of the Leased Employees; PROVIDED, HOWEVER, that Sellers shall consult with Buyer regarding the nature and scope of the services required by Buyer and the performance of such services by the Leased Employees, and PROVIDED FURTHER, that Sellers shall not, and shall cause their affiliates not to, undertake any actions in connection with the provision of such services that are calculated on an actuarial basisnot authorized by Buyer. Buyer shall reimburse each Seller for its direct payroll costs, excluding overhead expenses, within one business day after receiving a copy of Sellers' payroll reports from Sellers' payroll agent. Buyer shall also reimburse each Seller for other reasonable direct costs of providing such leased employee services, including payroll taxes, the costs of workers' compensation insurance and costs related to Seller's Non-ERISA Plans listed on SCHEDULE 5.18(A), other than costs related to any qualified or nonequity-qualified defined based compensation plans (excluding the fees of third party administrators under any employee benefit plan or restoration planmaintained by a Seller and costs associated with the provision of the Accounting Services set forth on ANNEX B hereto). Contributions to (and accrual of benefitsNotwithstanding any other provision herein, Buyer shall not reimburse any Seller for any payment or benefit under an employee benefit plan, arrangement or agreement except to the extent applicableit is set forth on SCHEDULE 2.3(D) or SCHEDULE 5.18 and was provided to Buyer prior to the date hereof. Immediately following the Employment Date as defined in SECTION 8.5(b), if anySellers shall submit to Buyer for payment a billing invoice or other statement setting forth the amount of any fees for the leased employee services provided hereunder, under) benefit plans of the Surviving Corporation and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries reduced by any fees or expenses heretofore paid by Buyer. Such invoice or statement shall only relate to qualifying compensation earned be accompanied by such employees after the Effective Time subject to the terms and provisions of such employee plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived supporting detail as Buyer may reasonably request with respect to any of such participants fees. Payment by Buyer to Sellers in respect of such invoice or statement shall be made within 15 days after the date of Buyer's receipt of such invoice or statement. Buyer shall have the right to conduct an audit of Sellers to determine the accuracy of the accounting for any such fees, the cost of which shall be borne by Buyer; PROVIDED, HOWEVER, that if the results of any such audit show excess charges for fees of more than $5,000 in the aggregate, then the cost of such audit shall be borne by Sellers and their eligible dependentsSellers shall promptly reimburse Buyer for all overcharges due to excess charges for such fees.

Employees and Employee Benefit Plans. (a) Full time Buyer shall offer employment to the employees of Cohoes and its Subsidiaries who remain employed after the Effective Time will be eligible to participate in benefit plans of the Surviving Corporation and its Subsidiaries that are generally available listed on Schedule 7.4, at (i) base salaries at least comparable to their full-time employees respective current base salaries as set forth on Schedule 7.4, (ii) a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan of the Survivinx Xxxporation or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicablebonus opportunity, if any, underin accordance with Buyer’s staff compensation guidelines, as such guidelines may be amended and in existence from time to time, and (iii) benefit plans of the Surviving Corporation and its Subsidiaries on behalf of continuing full-time with employee benefits that are substantially comparable to those in place for other similar employees of Cohoes Buyer. Seller, Seller Subsidiary and its Subsidiaries each Selling Party shall only relate use its, his or her reasonable best efforts to qualifying compensation earned have all of Seller’s and Seller Subsidiary’s employees to whom Buyer offers employment accept such offers. For purposes of determining eligibility to participate and vesting under any employee benefit plan of Buyer and service accrual under Buyer’s vacation policy, maternity leave policy and severance policy, if any, employees of Seller and Seller Subsidiary who become employees of Buyer and actually perform services for Buyer on the Closing Date or within four (4) weeks immediately thereafter (the “Transferring Employees”) shall receive service credit for service under employee benefits plans (other than defined benefit pension plans and retiree medical plans) sponsored by such employees after the Effective Time subject Buyer to the terms and provisions of same extent such credit was granted under Seller’s or Seller Subsidiary’s comparable employee benefit plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation shall use its best efforts to cause any and all pre-existing condition limitations (set forth herein to the extent contrary, (i) nothing in this Agreement shall create any obligation on the part of the Buyer to continue the employment of any employee for any period following the Closing Date and (ii) nothing in this Agreement shall preclude Buyer from altering, amending or terminating any of its employee benefit plans, or the participation of any of its employees in such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependentsplans, at any time.

Employees and Employee Benefit Plans. (a) Full Full-time employees of Cohoes Community Bankshares and its Subsidiaries who remain are employed by BBC or its Subsidiaries after the Effective Time will be eligible to participate in benefit plans of the Surviving Corporation BBC and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes Community Bankshares and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan existing or any future benefit plan of the Survivinx Xxxporation BBC or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation BBC and its Subsidiaries on behalf of continuing full-time employees of Cohoes Community Bankshares and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee benefit plans. Notwithstanding anything contained above, continuing full full-time employees of Cohoes Community Bankshares and its Subsidiaries who meet any applicable age or year of service requirements shall not be eligible to participate in any qualified plan of BBC or any of its Subsidiaries as of the Hudson (Surviving Corporation) ESOP until Effective Time. BBC shall amend its qualified plans to the plan year begxxxxxx April 1extent necessary to accomplish the foregoing, 2001provided that such amendments are consistent with the Code and any other applicable Law. The Surviving Corporation BBC shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes Community Savings group health plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependents.

Employees and Employee Benefit Plans. (a) Full time employees of Cohoes and its Subsidiaries who remain employed after For at least one year ------------------------------------ following the Effective Time will be eligible to participate in benefit plans of Date, the Purchaser shall, or shall cause the Surviving Corporation and its Subsidiaries that are generally to, make available to their fulleach person who is an employee of the Company and its Subsidiaries at the Effective Time (the "Company ------- Employees") employee benefit plans and programs (other than stock-time based or --------- equity plans and vacation benefits) which are either (a) the same as are made - available to the employees of the Purchaser, on a uniform terms and non-discriminatory basis conditions which are no less favorable to the Company Employees than the terms and conditions generally applicable to the employees of the Purchaser or (b) no less favorable to the Company Employees - than the employee benefit plans and programs of the Company and its Subsidiaries as of the date hereof; provided that, the Purchaser retains the right to terminate such employees and to change terms of the coverage provided by the applicable plans in accordance with any change in an employee's status or as required by applicable Law. From and subject to after the terms and provisions of such benefit plansEffective Time, with credit for years of service with Cohoes and its Subsidiaries for the purpose purposes of determining eligibility for participationeligibility, vesting and entitlement to vacation time vacation, severance and sick pay (but not other benefits for the purpose of accrual or restoration of benefits employees under any Hudson Employee Plan compensation, severance, welfare, pension, benefit, savings or any future benefit other plan of the Survivinx Xxxporation Purchaser, the Surviving Corporation or any of its Subsidiaries where benefits are calculated on an actuarial basisin which employees of the Company or any of its Subsidiaries become eligible to participate, including service with the Company or any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefits, its Subsidiaries shall be credited as if such service had been rendered to the extent applicablePurchaser, if any, under) benefit plans of the Surviving Corporation and its Subsidiaries on behalf or such Subsidiary. In no event shall the severance benefits payable to any Company Employee whose employment terminates prior to the first anniversary of continuing full-time employees of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject be less than the amount that would have been payable to such employee under the terms and provisions of such employee plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the severance policy or plan year begxxxxxx April 1, 2001. The Surviving Corporation shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived with respect applicable to such participants and their eligible dependentsCompany Employee as of the date hereof.

Employees and Employee Benefit Plans. (a) Full time The Retained Employee Schedule contains a list of all employees that Sellers expect to retain as employees after the Closing Date (collectively, the "Retained Employees"). Buyer and its affiliates shall not hire any of the Retained Employees for a period of two (2) years following the Closing Date (except that the foregoing shall not apply to any Retained Employee whose employment has been terminated by a Seller, or any Affiliate of a Seller), nor induce, solicit or encourage any such Retained Employees to terminate their employment with Sellers. Buyer shall offer employment on an "at will" basis to all employees of Cohoes Sellers (other than Retained Employees) who are actively employed on the Closing Date, and its Subsidiaries such persons who remain accept such offer shall be hereafter referred to as "Transferred Employees." Each such offer of employment shall be on substantially the same terms and conditions of employment and which are, in the aggregate, substantially as favorable as those under which such person is employed after immediately prior to the Effective Time will be eligible Closing Date. Buyer shall also offer employment on an "at will" basis to participate in benefit plans each employee of Sellers who is temporarily absent from active employment on the Closing Date (the "Inactive Employees") upon termination of such temporary absence, provided such employee is able to perform the essential functions of the Surviving Corporation position he or she previously held with Sellers prior to such absence, and its Subsidiaries that are generally available any such employee shall be treated as a Transferred Employee from and after his or her date of employment with Buyer. At the Closing, Sellers shall deliver a schedule of such Inactive Employees to their full-time employees Buyer. Buyer may, on account of a uniform reduction in force program and non-discriminatory basis subject to applicable laws, elect not to offer employment to any Inactive Employee in accordance with the foregoing sentence, and instead make payments to Sellers regarding such Inactive Employees equal to the amounts payable to such Inactive Employees under (x) the applicable Seller's severance plan, and (y) all other benefits, programs or laws applicable to such Inactive Employees (to the extent Buyer would be required hereunder to make such payments if such employee were a Transferred Employee). After the Closing, and subject to the applicable laws and existing employment terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan of the Survivinx Xxxporation or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived employment terms are Buyer's responsibility with respect to such participants Transferred Employees), Buyer shall have the right, at any time, to dismiss any or all Transferred Employees at any time, with or without cause, and to change the terms and conditions of their eligible dependentsemployment (including compensation and employee benefits provided to them).

Employees and Employee Benefit Plans. (a) Full time employees of Cohoes and its Subsidiaries Masontown who remain employed after the Effective Time will be eligible to participate in benefit plans of the Surviving Corporation Parkvale and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries Masontown for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan existing or any future benefit plan of the Survivinx Xxxporation Parkvale or any of its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefits, to the extent applicable, if any, under) benefit plans of the Surviving Corporation and its Subsidiaries Parkvale on behalf of continuing full-time employees of Cohoes and its Subsidiaries Masontown shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of such employee benefit plans. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries Masontown shall not be eligible to participate in any qualified plan of Parkvale or any of its Subsidiaries, including the Hudson (Surviving Corporation) ESOP Parkvale employee stock ownership plan, until the plan year begxxxxxx April 1commencing in 2002, 2001except that former Masontown employees who participate in the Masontown 401(k) Plan shall be eligible to participate in the Parkvale 401(k) Plan at the time the 401(k) Plans are merged in accordance with Section 6.11(d) hereof. The Surviving Corporation Parkvale shall amend its employee stock ownership plan to accomplish the foregoing, to the extent such amendments are consistent with the Code and any other applicable law. Parkvale shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes Masontown group health plan) and eligibility waiting periods under its group health plans to be waived with respect to such participants and their eligible dependents.

Employees and Employee Benefit Plans. (a) Full time employees For a period of Cohoes and its Subsidiaries who remain employed after not less than one year following the Effective Time will be eligible to participate in benefit plans of Closing Date, the Surviving Corporation shall provide all individuals who are employees of the Company and its the Subsidiaries that (including employees who are not actively at work on account of illness, disability or leave of absence) on the Closing Date (taken as a whole, the “Affected Employees”), with base salary and employee benefits which generally available are substantially comparable in the aggregate to the base salary and employee benefits provided generally to such Affected Employees immediately prior to the Closing (excluding equity-based plans). For fiscal year 2006, the Surviving Corporation shall pay to Affected Employees their full-time employees on a uniform and non-discriminatory basis bonuses, if any, in accordance with the Company’s 2006 Bonus Plan, with such bonuses, if any, to be paid by the Surviving Corporation in accordance with the terms of such plan. All transaction costs (i.e. attorneys’ fees, investment bank fees and subject other professional fees) directly associated with the Merger and the effect of SFAS 123R will be excluded from the calculation of the corporate performance goals used to determine bonus amounts under the 2006 Bonus Plan. Nothing contained in this Section 5.11 shall be deemed to grant any Affected Employee (i) any right to continued employment after the Closing Date or (ii) any right to any specific type or amount of, or eligibility for, incentive compensation, which shall be provided under Parent plans in which similarly situated employees of Parent participate (other than as set forth in this Section 5.11(a) with respect to the terms Company’s 2006 Bonus Plan). The Surviving Corporation shall continue to provide and provisions recognize all accrued but unused vacation of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan Affected Employees as of the Survivinx Xxxporation or any Closing Date. For the avoidance of its Subsidiaries where benefits are calculated on an actuarial basisdoubt, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions Parent hereby expressly assumes and agrees to perform the Company’s obligations under the change in control agreements (and accrual of benefitsas amended, to the extent applicable, if any, under) benefit and retention plans listed in Section 3.11(a) of the Surviving Corporation Company Disclosure Schedule in the same manner and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries shall only relate to qualifying compensation earned by such employees after the Effective Time subject to the terms and provisions of same extent that the Company would be required to perform such employee plansobligations if the Merger had not taken place. Notwithstanding anything contained aboveIn addition, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation shall use its best efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived with respect to any annual performance incentive plan maintained by Parent for the fiscal year ending September 30, 2007, if Parent establishes under any such participants and their eligible dependentsplan business performance targets that are specific to the TriPath unit, it shall establish any such performance targets in good faith.

Employees and Employee Benefit Plans. (a) Full time employees of Cohoes and its Subsidiaries who remain employed after the Effective Time will be eligible Buyer shall offer employment to participate in benefit plans commence as of the Surviving Corporation and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and subject Closing Date to the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit plan Employees listed on Section 8.4(a) of the Survivinx Xxxporation or any of Disclosure Schedule, as amended by Buyer from time to time in its Subsidiaries where benefits are calculated on an actuarial basis, including any qualified or non-qualified defined benefit plan or restoration planreasonable discretion. Sellers shall use all reasonable efforts as reasonably requested by Buyer to assist Buyer in its efforts to hire the employees receiving offers under this Section 8.4(a). Contributions to (and accrual In the case of benefitsany offeree who is in inactive status or otherwise absent from employment on the Closing Date, Buyer may, to the extent applicablepermitted by law, if any, under) benefit plans of condition such offer upon the Surviving Corporation and its Subsidiaries on behalf of continuing full-time employees of Cohoes and its Subsidiaries shall only relate offeree's reporting to qualifying compensation earned by such employees work within twelve weeks after the Effective Time subject Closing Date, or if absent by reason of short-term disability, injury or illness, within the period prescribed by the applicable Seller's short-term disability plan and with acceptable medical release for regular work or work with reasonable accommodation, or if absent on statutory leave such as maternity or parental leave within the period prescribed by the applicable statute for such leave. Following acceptance of offers made by Buyer pursuant to the terms this Section 8.4(a), Buyer shall provide written notice thereof to Sellers and provisions of such employee plans. Notwithstanding anything contained aboveSellers shall transfer to Buyer, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation shall use its best efforts to cause any and all pre-existing condition limitations (to the extent permitted by law, all files and Employee records of Employees accepting such limitations did not apply offers (the "Transferred Employees"). The employment of each Transferred Employee with Buyer shall be considered effective and his or her employment by Sellers shall terminate and transfer to a pre-existing condition under Buyer on the corresponding Cohoes group health plan) and eligibility waiting Closing Date. For periods under its group health plans prior to be waived Closing, with respect to Employees, Sellers shall retain the sole responsibility for and control over all matters relating to the maintenance of personnel and payroll records, the withholding and payment of federal, state and local income and payroll taxes, the payment of workers' compensation and unemployment compensation insurance, salaries, wages and pension, welfare and other employee and fringe benefits, hiring and firing and the conduct of all other matters relating to labor relations. Sellers shall be solely responsible for all liabilities and obligations relating to or arising from any right of any Employee to receive compensation for or because of the termination of his or her employment with Sellers or their Affiliates. Buyer shall be responsible for all liabilities and obligations to the Transferred Employees relating to or arising from any right of any such participants employee to receive compensation for or because of the termination of his or her employment with Buyer. Sellers shall retain liability for compliance with all applicable labor and employment laws relating to the Employees in connection with their eligible dependentsemployment by Sellers or any of their Affiliates.

Employees and Employee Benefit Plans. (a) Full time employees of Cohoes and its Subsidiaries who remain employed after the Effective Time will be eligible to participate in benefit plans Employees of the Surviving Corporation and its Subsidiaries that are generally available to their full-time employees on a uniform and non-discriminatory basis in accordance with and Bank will not be subject to any exclusion or penalty for pre-existing conditions that were covered under the terms and provisions of such benefit plans, with credit for years of service with Cohoes and its Subsidiaries for the purpose of determining eligibility for participation, vesting and entitlement to vacation time and sick pay (but not for the purpose of accrual or restoration of benefits under any Hudson Employee Plan or any future benefit medical plan of the Survivinx Xxxporation Bank covering such employee immediately prior to the Closing or any of its Subsidiaries where benefits are calculated on an actuarial basiswaiting period relating to coverage under Buyer’s medical plan, including any qualified or non-qualified defined benefit plan or restoration plan). Contributions to (and accrual of benefitsprovided that, to the extent applicable, if any, under) benefit plans that the initial period of coverage for employees of the Surviving Corporation and its Subsidiaries on behalf Bank, under any plan of continuing full-time Buyer that is an “Employee Welfare Benefit Plan” as defined in Section 3(1) of ERISA, is not a full twelve (12) month period of coverage, employees of Cohoes the Bank shall be given credit under the applicable welfare plan for any deductibles and its Subsidiaries shall only relate to qualifying compensation earned co-insurance payments made by such employees after under the Effective Time subject to corresponding Bank Employee Plan during the terms and provisions balance of such employee planstwelve (12) month period of coverage. Notwithstanding anything contained above, continuing full time employees of Cohoes and its Subsidiaries shall not be eligible to participate in the Hudson (Surviving Corporation) ESOP until the plan year begxxxxxx April 1, 2001. The Surviving Corporation Seller shall use its best efforts to cause persuade any insurance plan to provide for such credit. Seller shall remain responsible for all COBRA obligations for employees of the Bank (and all pre-existing condition limitations their dependents) who have a qualifying event (to as defined under COBRA) before the extent such limitations did not apply to a pre-existing condition under the corresponding Cohoes group health plan) and eligibility waiting periods under its group health plans to be waived with Closing Date. With respect to all plans of Buyer intended to qualify under Section 401 of the Code, the prior service of employees of the Bank with the Bank, Seller, or any Subsidiary of Seller shall be taken into account for purposes of eligibility and vesting. With respect to employee benefits such participants as vacation, sick pay, personal days, and their eligible dependentsthe like, the prior service of employees with the Bank, Seller, or any Subsidiary of Seller shall be applied for purposes of eligibility, vesting, and the level of benefit to which the employee is entitled.