Common use of Employees; Benefit Plans Clause in Contracts

Employees; Benefit Plans. (a) Prior to the Effective Time, Parent shall take all reasonable action so that employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the “Transferred Employees”) shall be entitled to participate, effective as soon as administratively practicable following the Effective Time, in each “employee benefit plan,” as such term is defined by Section 3(3) of ERISA, maintained by Parent or its Subsidiaries and any Parent Stock Plan (collectively, the “Parent Benefit Plans”) to the same extent as similarly-situated employees of Parent and its Subsidiaries (it being understood that inclusion of the employees of the Company and its Subsidiaries in the Parent Benefit Plans may occur at different times with respect to different plans and that any grants to any former employee of the Company or its Subsidiaries under any Parent Stock Plan shall be discretionary with Parent). Notwithstanding the foregoing, Parent may determine to continue any of the employee benefit plans, programs or arrangements of the Company or any of its Subsidiaries for Transferred Employees in lieu of offering participation in the Parent Benefit Plans providing similar benefits (e.g., medical and hospitalization benefits), to terminate any of such benefit plans, or to merge any such benefit plans with the Parent Benefit Plans, provided the result is the provision of benefits to Transferred Employees that are substantially similar to the benefits provided to the employees of Parent and Parent Bank generally. Parent shall cause each Parent Benefit Plan, other than the Parent Employee Stock Ownership Plan, in which Transferred Employees are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes (but not for accrual of benefits) under the Parent Benefit Plans the service of such Transferred Employees with the Company and its Subsidiaries to the same extent as such service was credited for such purpose by the Company; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Notwithstanding anything to the contrary herein, Transferred Employees will be treated as “new employees” of Parent or its Subsidiaries for purposes of determining eligibility and vesting under the Parent Employee Stock Ownership Plan.

Employees; Benefit Plans. (a) Prior Following the Closing Date, WFD may choose to maintain any or all of the CBNK Benefit Plans in its sole discretion and CBNK shall cooperate with WFD in order to effect any plan terminations to be made as of the Effective Time. However, Parent for any CBNK Benefit Plan terminated for which there is a comparable WFD Benefit Plan of general applicability (other than the defined benefit pension plan maintained by WFD), WFD shall take all reasonable action so that employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the “Transferred Employees”) CBNK shall be entitled to participate, effective as soon as administratively practicable following the Effective Time, participate in each “employee benefit plan,” as such term is defined by Section 3(3) of ERISA, maintained by Parent or its Subsidiaries and any Parent Stock WFD Benefit Plan (collectively, the “Parent Benefit Plans”) to the same extent as similarly-situated employees of Parent and its Subsidiaries WFD (it being understood that inclusion of the employees of the Company and its Subsidiaries CBNK in the Parent WFD Benefit Plans may occur at different times with respect to different plans and that any grants to any former employee of the Company or its Subsidiaries under any Parent Stock Plan shall be discretionary with Parentplans). Notwithstanding the foregoing, Parent may determine to continue any of the employee benefit plans, programs or arrangements of the Company or any of its Subsidiaries for Transferred Employees in lieu of offering participation in the Parent Benefit Plans providing similar benefits (e.g., medical and hospitalization benefits), to terminate any of such benefit plans, or to merge any such benefit plans with the Parent Benefit Plans, provided the result is the provision of benefits to Transferred Employees that are substantially similar to the benefits provided to the employees of Parent and Parent Bank generally. Parent WFD shall cause each Parent WFD Benefit Plan, other than the Parent Employee Stock Ownership Plan, Plan in which Transferred Employees employees of CBNK are eligible to participate to recognize, take into account for purposes of determining eligibility to participate in, and vesting under the vesting of benefits and for all other purposes WFD Benefit Plans (but not for accrual purposes of benefitsbenefit accrual) under the Parent Benefit Plans the service of such Transferred Employees employees with the Company CBNK and its Subsidiaries to the same extent as such service was credited for such purpose by CBNK (other than for the Companydefined benefit pension plan maintained by WFD); provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of WFD to amend or terminate any of the CBNK Benefit Plans or WFD Benefit Plans in accordance with their terms at any time; provided, however, that WFD shall continue to maintain the CBNK Benefit Plans (other than stock-based or incentive plans and the defined benefit pension plan) for which there is a comparable WFD Benefit Plan until the CBNK Employees are permitted to participate in the WFD Benefit Plans, unless such WFD Benefit Plan has been frozen or terminated with respect to similarly-situated employees of WFD or any Subsidiary of WFD. Notwithstanding anything in the Agreement to the contrary hereincontrary, Transferred Employees the CBNK 2007 Equity Incentive Plan will be treated as “new employees” of Parent or its Subsidiaries for purposes of determining eligibility and vesting under maintained to the Parent Employee Stock Ownership Planextent there are outstanding Converted Options.

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

Employees; Benefit Plans. (a) Prior Following the Closing Date, BHB may choose to maintain any or all of the LSBG Benefit Plans in its sole discretion. Effective no later than the day immediately preceding the Closing Date, LSBG shall terminate any LSBG Benefit Plans for which participant consent is not required and that BHB has requested to be terminated by providing written notice to LSBG at least fifteen (15) days prior to the Effective TimeClosing Date. No later than the day immediately preceding the Closing Date, Parent LSBG shall provide BHB with evidence that such LSBG Benefit Plans have been terminated. However, for any LSBG Benefit Plan terminated for which there is a comparable BHB Benefit Plan of general applicability (other than the defined benefit pension plan or any nonqualified deferred compensation plans or arrangements maintained by BHB), BHB shall take all reasonable action so that employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the “Transferred Employees”) LSBG shall be entitled to participate, effective as soon as administratively practicable following the Effective Time, participate in each “employee benefit plan,” as such term is defined by Section 3(3) of ERISA, maintained by Parent or its Subsidiaries and any Parent Stock BHB Benefit Plan (collectively, the “Parent Benefit Plans”) to the same extent as similarly-situated employees of Parent and its Subsidiaries BHB (it being understood that inclusion of the employees of the Company and its Subsidiaries LSBG in the Parent BHB Benefit Plans may occur at different times with respect to different plans and that any grants to any former employee of the Company or its Subsidiaries under any Parent Stock Plan shall be discretionary with Parentplans). Notwithstanding the foregoing, Parent may determine to continue any of the employee benefit plans, programs or arrangements of the Company or any of its Subsidiaries for Transferred Employees in lieu of offering participation in the Parent Benefit Plans providing similar benefits (e.g., medical and hospitalization benefits), to terminate any of such benefit plans, or to merge any such benefit plans with the Parent Benefit Plans, provided the result is the provision of benefits to Transferred Employees that are substantially similar to the benefits provided to the employees of Parent and Parent Bank generally. Parent BHB shall cause each Parent BHB Benefit Plan, other than the Parent Employee Stock Ownership Plan, Plan in which Transferred Employees employees of LSBG are eligible to participate to recognize, take into account for purposes of determining eligibility to participate in, and vesting under the vesting of benefits and for all other purposes BHB Benefit Plans (but not for accrual purposes of benefitsbenefit accrual) under the Parent Benefit Plans the service of such Transferred Employees employees with the Company LSBG and its Subsidiaries to the same extent as such service was credited for such purpose by LSBG (other than for the Companydefined benefit pension plan or any nonqualified deferred compensation plans or arrangements maintained by BHB); provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Notwithstanding anything Nothing herein shall limit the ability of BHB to amend or terminate any of the contrary hereinLSBG Benefit Plans or BHB Benefit Plans in accordance with their terms at any time; provided, Transferred however, that BHB shall continue to maintain the LSBG Benefit Plans (other than stock-based or incentive plans and the defined benefit pension plan and any nonqualified deferred compensation plans or arrangements) for which there is a comparable BHB Benefit Plan until the LSBG Employees will be treated as “new employees” are permitted to participate in the BHB Benefit Plans, unless such BHB Benefit Plan has been frozen or terminated with respect to similarly-situated employees of Parent BHB or its Subsidiaries for purposes any Subsidiary of determining eligibility and vesting under the Parent Employee Stock Ownership PlanBHB.

Employees; Benefit Plans. (a) Prior Following the Closing Date and except to the extent an alternative treatment is set forth in this Section 5.14, NBT may choose to maintain any or all of the Salisbury Benefit Plans in its sole discretion, and Salisbury and Salisbury Bank shall cooperate with NBT in order to effect any plan terminations to be made as of the Effective Time. For the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), Parent NBT shall provide, or cause to be provided, to each employee of Salisbury Bank who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of NBT or any Subsidiary of NBT and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees of NBT or any Subsidiary of NBT. For any Salisbury Benefit Plan terminated for which there is a comparable NBT Benefit Plan of general applicability, NBT shall take all commercially reasonable action so that employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the “Transferred Employees”) Continuing Employees shall be entitled to participate, effective as soon as administratively practicable following the Effective Time, participate in each “employee benefit plan,” as such term is defined by Section 3(3) of ERISA, maintained by Parent or its Subsidiaries and any Parent Stock NBT Benefit Plan (collectively, the “Parent Benefit Plans”) to the same extent as similarly-situated employees of Parent and its Subsidiaries NBT (it being understood that inclusion of the employees of the Company Salisbury and its Subsidiaries Salisbury Bank in the Parent NBT Benefit Plans may occur at different times with respect to different plans and that any grants to any former employee of the Company or its Subsidiaries under any Parent Stock Plan shall be discretionary with Parentplans). Notwithstanding the foregoing, Parent may determine to continue any of the employee benefit plans, programs or arrangements of the Company or any of its Subsidiaries for Transferred Employees in lieu of offering participation in the Parent Benefit Plans providing similar benefits (e.g., medical and hospitalization benefits), to terminate any of such benefit plans, or to merge any such benefit plans with the Parent Benefit Plans, provided the result is the provision of benefits to Transferred Employees that are substantially similar to the benefits provided to the employees of Parent and Parent Bank generally. Parent NBT shall cause each Parent NBT Benefit Plan, other than the Parent Employee Stock Ownership Plan, Plan in which Transferred Continuing Employees are eligible to participate to recognize, take into account for purposes of determining eligibility to participate in, and vesting under the vesting of benefits and for all other purposes NBT Benefit Plans (but not for accrual purposes of benefitsbenefit accrual) under the Parent Benefit Plans the service of such Transferred Employees employees with the Company and its Subsidiaries Salisbury or Salisbury Bank to the same extent as such service was credited for such purpose by the CompanySalisbury or Salisbury Bank; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefitsbenefits or retroactive application. Notwithstanding anything Nothing herein shall limit the ability of NBT to amend or terminate any of the contrary hereinSalisbury Benefit Plans or NBT Benefit Plans in accordance with their terms at any time. Following the Closing Date, Transferred Employees will be treated NBT shall honor, in accordance with Xxxxxxxxx’x policies and procedures in effect as “new employees” of Parent or its Subsidiaries the date hereof, any employee expense reimbursement obligations of Xxxxxxxxx for purposes of determining eligibility and vesting under out-of-pocket expenses incurred during the Parent Employee Stock Ownership Plancalendar year in which the Closing occurs by any Continuing Employee.

Employees; Benefit Plans. (a) Prior Following the Closing Date, BWFG may choose not to maintain any or all of the QBT Benefit Plans in its sole discretion and QBT shall cooperate with BWFG in order to effect any plan terminations to be made as of the Effective Time. However, Parent for any QBT Benefit Plan terminated for which there is a comparable BWFG Benefit Plan of general applicability, BWFG shall take all reasonable action so that employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the “Transferred Employees”) QBT shall be entitled to participate, effective as soon as administratively practicable following the Effective Time, participate in each “employee benefit plan,” as such term is defined by Section 3(3) of ERISA, maintained by Parent or its Subsidiaries and any Parent Stock BWFG Benefit Plan (collectively, the “Parent Benefit Plans”) to the same extent as similarly-situated employees of Parent and its Subsidiaries BWFG (it being understood that inclusion of the employees of the Company and its Subsidiaries QBT in the Parent BWFG Benefit Plans may occur at different times with respect to different plans and that any grants to any former employee of plans, including after the Company or its Subsidiaries under any Parent Stock Plan shall be discretionary with ParentEffective Time). Notwithstanding the foregoing, Parent may determine to continue any of the employee benefit plans, programs or arrangements of the Company or any of its Subsidiaries for Transferred Employees in lieu of offering participation in the Parent Benefit Plans providing similar benefits (e.g., medical and hospitalization benefits), to terminate any of such benefit plans, or to merge any such benefit plans with the Parent Benefit Plans, provided the result is the provision of benefits to Transferred Employees that are substantially similar to the benefits provided to the employees of Parent and Parent Bank generally. Parent BWFG shall cause each Parent BWFG Benefit Plan, other than the Parent Employee Stock Ownership Plan, Plan in which Transferred Employees employees of QBT are eligible to participate to recognize, take into account for purposes of determining eligibility to participate in, and vesting under the vesting of benefits and for all other purposes (BWFG Benefit Plans but not for purposes of benefit accrual of benefits) under the Parent Benefit Plans the service of such Transferred Employees employees with the Company and its Subsidiaries QBT to the same extent as such service was credited for such purpose by the CompanyQBT; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Notwithstanding anything Nothing herein shall limit the ability of BWFG to amend or terminate any of the contrary hereinQBT Benefit Plans or BWFG Benefit Plans in accordance with their terms at any time; provided, Transferred however, that BWFG shall continue to maintain the QBT Benefit Plans (other than stock-based or incentive plans) for which there is a comparable BWFG Benefit Plan until the QBT Employees will be treated as “new employees” are permitted to participate in the BWFG Benefit Plans, unless such BWFG Benefit Plan has been frozen or terminated with respect to similarly situated employees of Parent BWFG or its Subsidiaries for purposes any Subsidiary of determining eligibility and vesting under the Parent Employee Stock Ownership PlanBWFG.

Employees; Benefit Plans. (a) Prior Following the Closing Date and except to the extent an alternative treatment is set forth in this Section 5.14, CZFS may choose to maintain any or all of the HVBC Benefit Plans in its sole discretion and HVBC shall cooperate with CZFS in order to effect any plan terminations to be made as of the Effective Time. For the period commencing at the Effective Time and ending 12 months after the Effective Time (or until the applicable Continuing Employee’s earlier termination of employment), Parent CZFS shall provide, or cause to be provided, to each employee of HVBC or HVB who continues with the Surviving Bank as of the Closing Date (a “Continuing Employee”) (i) a base salary or a base rate of pay at least equal to the base salary or base rate of pay provided to similarly situated employees of CZFS or any Subsidiary of CZFS and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to similarly situated employees of CZFS or any Subsidiary of CZFS. For any HVBC Benefit Plan terminated for which there is a comparable employee benefit or compensation plan, program, policy, agreement or arrangement of CZFS or any of its Subsidiaries (a “CZFS Benefit Plan”) of general applicability, CZFS shall take all commercially reasonable action so that employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the “Transferred Employees”) Continuing Employees shall be entitled to participate, effective as soon as administratively practicable following the Effective Time, participate in each “employee benefit plan,” as such term is defined by Section 3(3) of ERISA, maintained by Parent or its Subsidiaries and any Parent Stock Plan (collectively, the “Parent CZFS Benefit Plans”) plan to the same extent as similarly-situated employees of Parent and its Subsidiaries CZFS (it being understood that inclusion of the employees of the Company HVBC and its Subsidiaries HVB in the Parent CZFS Benefit Plans may occur at different times with respect to different plans and that any grants to any former employee of the Company or its Subsidiaries under any Parent Stock Plan shall be discretionary with Parentplans). Notwithstanding the foregoing, Parent may determine to continue any of the employee benefit plans, programs or arrangements of the Company or any of its Subsidiaries for Transferred Employees in lieu of offering participation in the Parent Benefit Plans providing similar benefits (e.g., medical and hospitalization benefits), to terminate any of such benefit plans, or to merge any such benefit plans with the Parent Benefit Plans, provided the result is the provision of benefits to Transferred Employees that are substantially similar to the benefits provided to the employees of Parent and Parent Bank generally. Parent CZFS shall cause each Parent CZFS Benefit Plan, other than the Parent Employee Stock Ownership Plan, Plan in which Transferred Continuing Employees are eligible to participate to recognize, take into account for purposes of determining eligibility to participate in, and vesting under the vesting of benefits and for all other purposes CZFS Benefit Plans (but not for accrual purposes of benefitsbenefit accrual) under the Parent Benefit Plans the service of such Transferred Employees employees with the Company and its Subsidiaries HVBC or HVB to the same extent as such service was credited for such purpose by the CompanyHVBC or HVB; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Notwithstanding anything Nothing herein shall limit the ability of CZFS to amend or terminate any of the contrary hereinHVBC Benefit Plans or CZFS Benefit Plans in accordance with their terms at any time; provided, Transferred however, that CZFS shall continue to maintain the HVBC Benefit Plans (other than stock based or incentive plans) for which there is a comparable CZFS Benefit Plan until the HVBC Employees will be treated are permitted to participate in the CZFS Benefit Plans, unless such CZFS Benefit Plan has been frozen or terminated with respect to similarly situated employees of CZFS or any Subsidiary of CZFS. Following the Closing Date, CZFS shall honor, in accordance with HVBC’s policies and procedures in effect as “new employees” of Parent or its Subsidiaries the date hereof, any employee expense reimbursement obligations of HVBC for purposes of determining eligibility and vesting under out-of-pocket expenses incurred during the Parent Employee Stock Ownership Plancalendar year in which the Closing occurs by any Continuing Employee.

Employees; Benefit Plans. (a) Prior Following the Closing Date, NHTB may choose to maintain any or all of the TNB Benefit Plans in its sole discretion and TNB shall cooperate with NHTB in order to effect any plan terminations to be made as of the Effective Time. However, Parent for any TNB Benefit Plan terminated for which there is a comparable NHTB Benefit Plan of general applicability, NHTB shall take all reasonable action so that employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the “Transferred Employees”) TNB shall be entitled to participate, effective as soon as administratively practicable following the Effective Time, participate in each “employee benefit plan,” as such term is defined by Section 3(3) of ERISA, maintained by Parent or its Subsidiaries and any Parent Stock NHTB Benefit Plan (collectively, the “Parent Benefit Plans”) to the same extent as similarly-situated employees of Parent and its Subsidiaries NHTB (it being understood that inclusion of the employees of the Company and its Subsidiaries TNB in the Parent NHTB Benefit Plans may occur at different times with respect to different plans and that any grants to any former employee of the Company or its Subsidiaries under any Parent Stock Plan shall be discretionary with Parentplans). Notwithstanding the foregoing, Parent may determine to continue any of the employee benefit plans, programs or arrangements of the Company or any of its Subsidiaries for Transferred Employees in lieu of offering participation in the Parent Benefit Plans providing similar benefits (e.g., medical and hospitalization benefits), to terminate any of such benefit plans, or to merge any such benefit plans with the Parent Benefit Plans, provided the result is the provision of benefits to Transferred Employees that are substantially similar to the benefits provided to the employees of Parent and Parent Bank generally. Parent NHTB shall cause each Parent NHTB Benefit Plan, other than the Parent Employee Stock Ownership Plan, Plan in which Transferred Employees employees of TNB are eligible to participate to recognize, take into account for purposes of determining eligibility to participate in, and vesting under the vesting of benefits and for all other purposes NHTB Benefit Plans (but not for accrual purposes of benefitsbenefit accrual) under the Parent Benefit Plans the service of such Transferred Employees employees with the Company and its Subsidiaries TNB to the same extent as such service was credited for such purpose by the CompanyTNB; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Notwithstanding anything Nothing herein shall limit the ability of NHTB to amend or terminate any of the contrary hereinTNB Benefit Plans or NHTB Benefit Plans (including the frozen defined benefit plan maintained by NHTB) in accordance with their terms at any time; provided, Transferred however, that NHTB shall continue to maintain the TNB Benefit Plans (other than stock-based or incentive plans) for which there is a comparable NHTB Benefit Plan until the TNB Employees will be treated as “new employees” are permitted to participate in the NHTB Benefit Plans, unless such NHTB Benefit Plan has been frozen or terminated with respect to similarly situated employees of Parent NHTB or its Subsidiaries for purposes any Subsidiary of determining eligibility and vesting under the Parent Employee Stock Ownership PlanNHTB.

Employees; Benefit Plans. (a) Prior Following the Closing Date, NHTB may choose to maintain any or all of the Effective TimeFBFC Benefit Plans in its sole discretion. However, Parent for any FBFC Benefit Plan terminated for which there is a comparable benefit plan of general applicability at NHTB or any Subsidiary of NHTB (each, a “NHTB Benefit Plan”), NHTB shall take all reasonable action so that employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the “Transferred Employees”) FBFC shall be entitled to participate, effective as soon as administratively practicable following the Effective Time, participate in each “employee benefit plan,” as such term is defined by Section 3(3) of ERISA, maintained by Parent or its Subsidiaries and any Parent Stock NHTB Benefit Plan (collectively, the “Parent Benefit Plans”) to the same extent as similarly-situated employees of Parent and its Subsidiaries NHTB (it being understood that inclusion of the employees of the Company and its Subsidiaries FBFC in the Parent NHTB Benefit Plans may occur at different times with respect to different plans and that any grants to any former employee of the Company or its Subsidiaries under any Parent Stock Plan shall be discretionary with Parentplans). Notwithstanding the foregoing, Parent may determine to continue any of the employee benefit plans, programs or arrangements of the Company or any of its Subsidiaries for Transferred Employees in lieu of offering participation in the Parent Benefit Plans providing similar benefits (e.g., medical and hospitalization benefits), to terminate any of such benefit plans, or to merge any such benefit plans with the Parent Benefit Plans, provided the result is the provision of benefits to Transferred Employees that are substantially similar to the benefits provided to the employees of Parent and Parent Bank generally. Parent NHTB shall cause each Parent NHTB Benefit Plan, other than the Parent Employee Stock Ownership Plan, Plan in which Transferred Employees employees of FBFC are eligible to participate to recognize, take into account for purposes of determining eligibility to participate in, and vesting under the vesting of benefits and for all other purposes NHTB Benefit Plans (but not for accrual purposes of benefitsbenefit accrual) under the Parent Benefit Plans the service of such Transferred Employees employees with the Company and its Subsidiaries FBFC to the same extent as such service was credited for such purpose by the CompanyFBFC; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Notwithstanding anything Nothing herein shall limit the ability of NHTB to amend or terminate any of the contrary hereinFBFC Benefit Plans or NHTB Benefit Plans (including any defined benefit plan maintained by NHTB) in accordance with their terms at any time; provided, Transferred however, that NHTB shall continue to maintain the FBFC Benefit Plans (other than stock-based or incentive plans) for which there is a comparable NHTB Benefit Plan until the FBFC Employees will be treated as “new employees” are permitted to participate in the NHTB Benefit Plans, unless such NHTB Benefit Plan has been frozen or terminated with respect to similarly situated employees of Parent NHTB or its Subsidiaries for purposes any Subsidiary of determining eligibility and vesting under the Parent Employee Stock Ownership PlanNHTB.

Employees; Benefit Plans. (a) Prior HCC and HBC shall have the right but not the obligation to offer employment immediately following the Effective Time to any and all persons who are UAB employees immediately before the Effective Time (employees of UAB who will be employed by HCC or HBC are referred to as “Continuing Employees”). UAB will provide HCC with information regarding such persons’ current employment arrangements with UAB and will otherwise assist HCC and HBC in making such offers. Continuing Employees shall be offered salary or wage levels at least equal to the salary or wage levels to which such employees were entitled to immediately prior to the Closing Date. Subject to the provisions of this Section 6.11, as soon as administratively practicable after the Effective Time, Parent HCC shall take all reasonable action so that employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the “Transferred Employees”) Continuing Employees shall be entitled to participate, effective as soon as administratively practicable following the Effective Time, participate in each “employee benefit plan,” as such term is defined by Section 3(3) , program or arrangement of ERISA, maintained by Parent or its Subsidiaries HCC and any Parent Stock Plan HBC of general applicability (collectively, the “Parent HCC Benefit Plans”) to the same extent as similarly-situated employees of Parent HCC and its Subsidiaries HBC (it being understood that inclusion of the employees of the Company and its Subsidiaries Continuing Employees in the Parent HCC Benefit Plans may occur at different times with respect to different plans and that any grants to any former employee of the Company or its Subsidiaries under any Parent Stock Plan shall be discretionary with Parent). Notwithstanding the foregoing, Parent may determine to continue any of the employee benefit plans, programs or arrangements of the Company or any of its Subsidiaries for Transferred Employees in lieu of offering participation in the Parent Benefit Plans providing similar benefits (e.g., medical and hospitalization benefits), to terminate any of such benefit plans, or to merge any such benefit plans with the Parent Benefit Plans, provided the result is the provision of benefits to Transferred Employees that are substantially similar to the benefits provided to the employees of Parent and Parent Bank generally. Parent shall cause each Parent Benefit Plan, other than the Parent Employee Stock Ownership Plan, in which Transferred Employees are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes (but not for accrual of benefits) under the Parent Benefit Plans the service of such Transferred Employees with the Company and its Subsidiaries to the same extent as such service was credited for such purpose by the Company; provided, however, that such service coverage shall not be recognized continued under corresponding benefit plans of UAB (to the extent such UAB plans have not been terminated) until such employees are permitted to participate in the HCC Benefit Plans and, provided further, that such recognition would result Continuing Employees shall not have the opportunity to participate in the HBC 2005 Amended and Restated Supplemental Executive Retirement Plan (“SERP”). Accordingly, HCC and HBC shall use reasonable efforts to ensure that from the Closing Date through the next open enrollment date for a duplication of benefits. Notwithstanding anything HCC or HBC group health, dental, and vision, Continuing Employees shall continue to the contrary hereinbe covered by UAB’s group health, Transferred Employees will be treated as “new employees” of Parent or its Subsidiaries for purposes of determining eligibility dental, and vesting under the Parent Employee Stock Ownership Planvision.

Employees; Benefit Plans. (a) Prior HCC and HBC shall have the right but not the obligation to offer employment immediately following the Effective Time to any and all persons who are Focus employees immediately before the Effective Time (employees of Focus who will be employed by HCC or HBC are referred to as “Continuing Employees”. Focus will provide HCC with information regarding such persons’ current employment arrangements with Focus and will otherwise assist HCC and HBC in making such offers. Continuing Employees shall be offered salary or wage levels at least equal to the salary or wage levels to which such employees were entitled to immediately prior to the Closing Date. Subject to the provisions of this Section 5.11, as soon as administratively practicable after the Effective Time, Parent HCC shall take all reasonable action so that employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the “Transferred Employees”) Continuing Employees shall be entitled to participate, effective as soon as administratively practicable following the Effective Time, participate in each “employee benefit plan,” as such term is defined by Section 3(3) , program or arrangement of ERISA, maintained by Parent or its Subsidiaries HCC and any Parent Stock Plan HBC of general applicability (collectively, the “Parent HCC Benefit Plans”) to the same extent as similarly-situated employees of Parent HCC and its Subsidiaries HBC (it being understood that inclusion of the employees of the Company and its Subsidiaries Continuing Employees in the Parent HCC Benefit Plans may occur at different times with respect to different plans and that any grants to any former employee of the Company or its Subsidiaries under any Parent Stock Plan shall be discretionary with Parent). Notwithstanding the foregoing, Parent may determine to continue any of the employee benefit plans, programs or arrangements of the Company or any of its Subsidiaries for Transferred Employees in lieu of offering participation in the Parent Benefit Plans providing similar benefits (e.g., medical and hospitalization benefits), to terminate any of such benefit plans, or to merge any such benefit plans with the Parent Benefit Plans, provided the result is the provision of benefits to Transferred Employees that are substantially similar to the benefits provided to the employees of Parent and Parent Bank generally. Parent shall cause each Parent Benefit Plan, other than the Parent Employee Stock Ownership Plan, in which Transferred Employees are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes (but not for accrual of benefits) under the Parent Benefit Plans the service of such Transferred Employees with the Company and its Subsidiaries to the same extent as such service was credited for such purpose by the Company; provided, however, that such service coverage shall not be recognized continued under corresponding benefit plans of Focus (to the extent such Focus plans have not been terminated) until such employees are permitted to participate in the HCC Benefit Plans and, provided further, that such recognition would result Continuing Employees shall not have the opportunity to participate in the HBC 2005 Amended and Restated Supplemental Executive Retirement Plan (“SERP”). Accordingly, HCC and HBC shall use reasonable efforts to ensure that from the Closing Date through the next open enrollment date for a duplication of benefits. Notwithstanding anything HCC or HBC group health, dental, and vision, Continuing Employees shall continue to the contrary hereinbe covered by Focus’s group health, Transferred Employees will be treated as “new employees” of Parent or its Subsidiaries for purposes of determining eligibility dental, and vesting under the Parent Employee Stock Ownership Planvision.

Employees; Benefit Plans. (a) Prior Following the Closing Date, SBBX may choose to maintain any or all of the CBBC Benefit Plans in its sole discretion and CBBC shall cooperate with SBBX in order to effect any plan mergers or terminations to be made as of the Effective Time. However, Parent for any CBBC Benefit Plan terminated for which there is a comparable SBBX Benefit Plan of general applicability, SBBX shall take all commercially reasonable action so that employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the “Transferred Employees”) CBBC shall be entitled to participate, effective as soon as administratively practicable following the Effective Time, participate in each “employee benefit plan,” as such term is defined by Section 3(3) of ERISA, maintained by Parent or its Subsidiaries and any Parent Stock SBBX Benefit Plan (collectively, the “Parent Benefit Plans”) to the same extent as similarly-situated employees of Parent and its Subsidiaries SBBX (it being understood that inclusion of the employees of the Company and its Subsidiaries CBBC in the Parent SBBX Benefit Plans may occur at different times with respect to different plans and that any grants to any former employee of the Company or its Subsidiaries under any Parent Stock Plan shall be discretionary with Parentplans). Notwithstanding the foregoing, Parent may determine to continue any of the employee benefit plans, programs or arrangements of the Company or any of its Subsidiaries for Transferred Employees in lieu of offering participation in the Parent Benefit Plans providing similar benefits (e.g., medical and hospitalization benefits), to terminate any of such benefit plans, or to merge any such benefit plans with the Parent Benefit Plans, provided the result is the provision of benefits to Transferred Employees that are substantially similar to the benefits provided to the employees of Parent and Parent Bank generally. Parent SBBX shall cause each Parent SBBX Benefit Plan, other than the Parent Employee Stock Ownership Plan, Plan in which Transferred Employees employees of CBBC are eligible to participate to recognize, take into account for purposes of determining eligibility to participate in, and vesting under the vesting of benefits and for all other purposes SBBX Benefit Plans (but not for accrual purposes of benefitsbenefit accrual) under the Parent Benefit Plans the service of such Transferred Employees employees with the Company and its Subsidiaries CBBC to the same extent as such service was credited for such purpose by the CompanyCBBC; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Notwithstanding anything Nothing herein shall limit the ability of SBBX to amend, merge or terminate any of the contrary hereinCBBC Benefit Plans or SBBX Benefit Plans in accordance with their terms at any time; provided, Transferred however, that SBBX shall continue to maintain the CBBC Benefit Plans (other than stock-based or incentive plans) for which there is a comparable SBBX Benefit Plan until the CBBC Employees will be treated as “new employees” are permitted to participate in the SBBX Benefit Plans, unless such SBBX Benefit Plan has been frozen, merged or terminated with respect to similarly situated employees of Parent SBBX or its Subsidiaries for purposes any Subsidiary of determining eligibility and vesting under the Parent Employee Stock Ownership PlanSBBX.

Employees; Benefit Plans. (a) Prior HCC and HBC shall have the right but not the obligation to offer employment immediately following the Effective Time to any and all persons who are Tri-Valley employees immediately before the Effective Time (employees of Tri-Valley who will be employed by HCC or HBC are referred to as “Continuing Employees”). Tri-Valley will provide HCC with information regarding such persons’ current employment arrangements with Tri-Valley and will otherwise assist HCC and HBC in making such offers. Continuing Employees shall be offered salary or wage levels at least equal to the salary or wage levels to which such employees were entitled to immediately prior to the Closing Date. Subject to the provisions of this Section 5.11, as soon as administratively practicable after the Effective Time, Parent HCC shall take all reasonable action so that employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the “Transferred Employees”) Continuing Employees shall be entitled to participate, effective as soon as administratively practicable following the Effective Time, participate in each “employee benefit plan,” as such term is defined by Section 3(3) , program or arrangement of ERISA, maintained by Parent or its Subsidiaries HCC and any Parent Stock Plan HBC of general applicability (collectively, the “Parent HCC Benefit Plans”) to the same extent as similarly-situated employees of Parent HCC and its Subsidiaries HBC (it being understood that inclusion of the employees of the Company and its Subsidiaries Continuing Employees in the Parent HCC Benefit Plans may occur at different times with respect to different plans and that any grants to any former employee of the Company or its Subsidiaries under any Parent Stock Plan shall be discretionary with Parent). Notwithstanding the foregoing, Parent may determine to continue any of the employee benefit plans, programs or arrangements of the Company or any of its Subsidiaries for Transferred Employees in lieu of offering participation in the Parent Benefit Plans providing similar benefits (e.g., medical and hospitalization benefits), to terminate any of such benefit plans, or to merge any such benefit plans with the Parent Benefit Plans, provided the result is the provision of benefits to Transferred Employees that are substantially similar to the benefits provided to the employees of Parent and Parent Bank generally. Parent shall cause each Parent Benefit Plan, other than the Parent Employee Stock Ownership Plan, in which Transferred Employees are eligible to participate to recognize, for purposes of determining eligibility to participate in, the vesting of benefits and for all other purposes (but not for accrual of benefits) under the Parent Benefit Plans the service of such Transferred Employees with the Company and its Subsidiaries to the same extent as such service was credited for such purpose by the Company; provided, however, that such service coverage shall not be recognized continued under corresponding benefit plans of Tri-Valley (to the extent such Tri-Valley plans have not been terminated) until such employees are permitted to participate in the HCC Benefit Plans and, provided further, that such recognition would result Continuing Employees shall not have the opportunity to participate in the HBC 2005 Amended and Restated Supplemental Executive Retirement Plan (“SERP”). Accordingly, HCC and HBC shall use reasonable efforts to ensure that from the Closing Date through the next open enrollment date for a duplication of benefits. Notwithstanding anything HCC or HBC group health, dental, and vision, Continuing Employees shall continue to the contrary hereinbe covered by Tri-Valley’s group health, Transferred Employees will be treated as “new employees” of Parent or its Subsidiaries for purposes of determining eligibility dental, and vesting under the Parent Employee Stock Ownership Planvision.

Employees; Benefit Plans. (a) Prior Following the Closing Date and except to the extent an alternative treatment is set forth in this Section 5.14, Cambridge may choose to maintain any or all of the Wellesley Benefit Plans in its sole discretion and Wellesley and Wellesley Bank shall cooperate with Cambridge in order to effect any plan terminations to be made as of the Effective Time. For the period commencing at the Effective Time and ending on December 31, 2020 (or until the applicable Continuing Employee’s earlier termination of employment), Cambridge shall provide, or cause to be provided, to each employee of Wellesley Bank and Wellesley who continues in employment with the Surviving Bank as of the Closing Date (“Continuing Employees”) (i) base salary or a base rate of pay at least equal to the base pay or base rate of salary provided to such Continuing Employee immediately prior to the Effective Time and (ii) other benefits (other than severance, termination pay or equity compensation) at least substantially comparable in the aggregate to the benefits provided to such Continuing Employee immediately prior to the Effective Time. For any Wellesley Benefit Plan terminated for which there is a comparable employee benefit or compensation plan, Parent program, policy, agreement or arrangement of Cambridge or any of its Subsidiaries (a “Cambridge Benefit Plan”) of general applicability, Cambridge shall take all commercially reasonable action so that employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the “Transferred Employees”) Wellesley or Wellesley Bank shall be entitled to participate, effective as soon as administratively practicable following the Effective Time, participate in each “employee benefit plan,” as such term is defined by Section 3(3) of ERISA, maintained by Parent or its Subsidiaries and any Parent Stock Cambridge Benefit Plan (collectively, the “Parent Benefit Plans”) to the same extent as similarly-situated employees of Parent and its Subsidiaries Cambridge (it being understood that inclusion of the employees of the Company Wellesley and its Subsidiaries Wellesley Bank in the Parent Cambridge Benefit Plans may occur at different times with respect to different plans and that any grants to any former employee of the Company or its Subsidiaries under any Parent Stock Plan shall be discretionary with Parentplans). Notwithstanding the foregoing, Parent may determine to continue any of the employee benefit plans, programs or arrangements of the Company or any of its Subsidiaries for Transferred Employees in lieu of offering participation in the Parent Benefit Plans providing similar benefits (e.g., medical and hospitalization benefits), to terminate any of such benefit plans, or to merge any such benefit plans with the Parent Benefit Plans, provided the result is the provision of benefits to Transferred Employees that are substantially similar to the benefits provided to the employees of Parent and Parent Bank generally. Parent Cambridge shall cause each Parent Cambridge Benefit Plan, other than the Parent Employee Stock Ownership Plan, Plan in which Transferred Employees employees of Wellesley or Wellesley Bank are eligible to participate to recognize, take into account for purposes of determining eligibility to participate in, and vesting under the vesting of benefits and for all other purposes Cambridge Benefit Plans (but not for accrual purposes of benefitsbenefit accrual) under the Parent Benefit Plans the service of such Transferred Employees employees with the Company and its Subsidiaries Wellesley or Wellesley Bank to the same extent as such service was credited for such purpose by the CompanyWellesley or Wellesley Bank; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Notwithstanding anything Nothing herein shall limit the ability of Cambridge to amend or terminate any of the Wellesley Benefit Plans or Cambridge Benefit Plans in accordance with their terms at any time; provided, however, that Cambridge shall continue to maintain the Wellesley Benefit Plans (other than stock-based or incentive plans) for which there is a comparable Cambridge Benefit Plan until the Wellesley Employees are permitted to participate in the Cambridge Benefit Plans, unless such Cambridge Benefit Plan has been frozen or terminated with respect to similarly situated employees of Cambridge or any Subsidiary of Cambridge. Following the Closing Date, Cambridge shall honor, in accordance with Wellesley’s policies and procedures in effect as of the date hereof, any employee expense reimbursement obligations of Wellesley for out-of-pocket expenses incurred during the calendar year in which the Closing occurs by any Wellesley Employee whose employment continues after the Effective Time. In the event Cambridge elects to terminate the Wellesley Bank 401(k) Plan prior to the contrary hereinClosing Date, Transferred Cambridge shall take any and all actions as may be required to permit Continuing Employees will be treated as “new employees” of Parent or its Subsidiaries for purposes of determining eligibility and vesting under to roll over their account balances in the Parent Employee Stock Ownership Wellesley Bank 401(k) Plan into Cambridge Bank 401(k) Plan.

Employees; Benefit Plans. (a) Prior Following the Closing Date, SBBX may choose to maintain any or all of the EBNJ Benefit Plans in its sole discretion and EBNJ shall cooperate with SBBX in order to effect any plan terminations to be made as of the Effective Time. However, Parent for any EBNJ Benefit Plan terminated for which there is a comparable SBBX Benefit Plan of general applicability, SBBX shall take all commercially reasonable action so that employees of the Company and its Subsidiaries who become employees of Parent and its Subsidiaries (the “Transferred Employees”) EBNJ shall be entitled to participate, effective as soon as administratively practicable following the Effective Time, participate in each “employee benefit plan,” as such term is defined by Section 3(3) of ERISA, maintained by Parent or its Subsidiaries and any Parent Stock SBBX Benefit Plan (collectively, the “Parent Benefit Plans”) to the same extent as similarly-situated employees of Parent and its Subsidiaries SBBX (it being understood that inclusion of the employees of the Company and its Subsidiaries EBNJ in the Parent SBBX Benefit Plans may occur at different times with respect to different plans and that any grants to any former employee of the Company or its Subsidiaries under any Parent Stock Plan shall be discretionary with Parentplans). Notwithstanding the foregoing, Parent may determine to continue any of the employee benefit plans, programs or arrangements of the Company or any of its Subsidiaries for Transferred Employees in lieu of offering participation in the Parent Benefit Plans providing similar benefits (e.g., medical and hospitalization benefits), to terminate any of such benefit plans, or to merge any such benefit plans with the Parent Benefit Plans, provided the result is the provision of benefits to Transferred Employees that are substantially similar to the benefits provided to the employees of Parent and Parent Bank generally. Parent SBBX shall cause each Parent SBBX Benefit Plan, other than the Parent Employee Stock Ownership Plan, Plan in which Transferred Employees employees of EBNJ are eligible to participate to recognize, take into account for purposes of determining eligibility to participate in, and vesting under the vesting of benefits and for all other purposes SBBX Benefit Plans (but not for accrual purposes of benefitsbenefit accrual) under the Parent Benefit Plans the service of such Transferred Employees employees with the Company and its Subsidiaries EBNJ to the same extent as such service was credited for such purpose by the CompanyEBNJ; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Notwithstanding anything Nothing herein shall limit the ability of SBBX to amend or terminate any of the contrary hereinEBNJ Benefit Plans or SBBX Benefit Plans in accordance with their terms at any time; provided, Transferred however, that SBBX shall continue to maintain the EBNJ Benefit Plans (other than stock-based or incentive plans) for which there is a comparable SBBX Benefit Plan until the EBNJ Employees will be treated are permitted to participate in the SBBX Benefit Plans, unless such SBBX Benefit Plan has been frozen or terminated with respect to similarly situated employees of SBBX or any Subsidiary of SBBX. Following the Closing Date, SBBX shall honor, in accordance with EBNJ’s policies and procedures in effect as “new employees” of Parent or its Subsidiaries the date hereof, any employee expense reimbursement obligations of EBNJ for purposes of determining eligibility and vesting under out-of-pocket expenses incurred during the Parent calendar year in which the Closing occurs by any EBNJ Employee Stock Ownership Planwhose employment continues after the Effective Time.