Common use of Benefit Plans and Arrangements Clause in Contracts

Benefit Plans and Arrangements. (a) As soon as administratively practicable after the Effective Time, the Acquiror shall take all reasonable action so that employees of the Company and its Subsidiaries shall be entitled to participate in the Acquiror Employee Plans of general applicability, and until such time the Company Employee Plans shall remain in effect, provided that no employee of the Company or a Company Subsidiary who becomes an employee of the Acquiror and subject to the Acquiror's medical insurance plans shall be excluded from coverage thereunder on the basis of a preexisting condition that was not also excluded under the Company's medical insurance plans, except to the extent such preexisting condition was excluded from coverage under the Company's medical insurance plans, in which case this Section 5.11(a) shall not require coverage for such preexisting condition. For purposes of determining eligibility to participate in and the vesting of benefits (but not for purposes of benefit accrual) under the Acquiror Employee Plans, the Acquiror shall recognize years of service with the Company and a Company Subsidiary prior to the Effective Time. (b) All employees of the Company or a Company Subsidiary as of the Effective Time shall become employees of the Acquiror or an Acquiror Subsidiary as of the Effective Time, provided that the Acquiror or an Acquiror Subsidiary shall have no obligation to continue the employment of any such person and nothing contained in this Agreement shall give any employee of the Company or any Company Subsidiary a right to continuing employment with the Acquiror or an Acquiror Subsidiary after the Effective Time. To the extent that the employment of any employee of the Company or any Company Subsidiary (other than any employee who is party to an employment agreement or severance agreement) is involuntarily terminated following the Effective Time, such employee will be entitled to receive severance and other benefits in accordance with, and to the extent provided in, the Acquiror Severance Plan, which has been Previously Disclosed by the Acquiror, as modified by Schedule 5.11(b) hereto. For purposes of determining benefits under such severance plan, the Acquiror shall recognize years of service and unused vacation with the Company and a Company Subsidiary prior to the Effective Time. (c) Following the Merger, the Acquiror shall, or shall cause the Surviving Corporation and/or the Bank to, honor in accordance with their terms the employment agreements and severance agreements which have been Previously Disclosed by the Company to the Acquiror. The provisions of this Section 5.11(c) are intended to be for the benefit of, and shall be enforceable by, each party to, or beneficiary of, the foregoing agreements or arrangements, and his or her representatives.

Benefit Plans and Arrangements. (a) As soon as administratively practicable after the Effective Time, and at the discretion of the Acquiror, the Acquiror shall will take all reasonable action so that employees of the Company and its Subsidiaries shall will be entitled to participate in the Acquiror Employee Plans of general applicability, and until such time the Company Employee Plans shall remain in effect, provided that no employee of the Company or a Company Subsidiary who becomes an employee of the Acquiror and subject to the Acquiror's medical insurance plans shall be excluded from coverage thereunder on the basis of a preexisting condition that was not also excluded under the Company's medical insurance plans, except to the extent such preexisting condition was excluded from coverage under the Company's medical insurance plans, in which case this Section 5.11(a) shall not require coverage for such preexisting condition. For purposes of determining eligibility to participate in and the vesting of benefits (but not for purposes of benefit accrual) under the Acquiror Employee Plans, the 45 Acquiror shall recognize years of service with the Company and a Company Subsidiary prior to the Effective Time. (b) All employees of the Company or a Company Subsidiary as of the Effective Time shall become employees of the Acquiror or an Acquiror Subsidiary as of the Effective Time, provided that the Acquiror or an Acquiror Subsidiary shall have no obligation to continue the employment of any such person and nothing contained in this Agreement shall give any employee of the Company or any Company Subsidiary a right to continuing employment with the Acquiror or an Acquiror Subsidiary after the Effective Time. To the extent that the employment of any employee of the Company or any Company Subsidiary (other than any employee who is party to an employment agreement, employee retention agreement or severance agreementas Previously Disclosed) is involuntarily terminated following within one year of the Effective Time, such employee will be entitled to receive severance and other benefits benefits, in accordance with, and to the extent provided in, by the Acquiror Company's Severance Plan, which has been Previously Disclosed by the Acquiror, as modified by Schedule 5.11(b) heretoDisclosed. For purposes of determining benefits under such severance planthe Company's Severance Plan, the Acquiror shall recognize years of service and unused vacation with the Company and a Company Subsidiary prior to the Effective Time. (c) Following the Merger, the Acquiror Surviving Corporation and the Bank shall honor in accordance with their terms the agreements to be entered into, as of the Effective Time, by ▇▇. ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ and the Bank, in the forms as attached hereto as Exhibits F and G, respectively. These agreements will replace and supersede the employment agreements entered into by ▇▇. ▇▇▇▇▇▇▇ and the Company and the Bank and ▇▇. ▇▇▇▇▇▇ and the Company and the Bank, all as Previously Disclosed. Following the Merger, the Surviving Corporation shall, or shall cause the Surviving Corporation and/or the Bank to, honor in accordance with their terms the employment agreements and severance Company or Bank employee retention agreements which have been Previously Disclosed by the Company to the AcquirorDisclosed. The provisions of this Section 5.11(c) are intended to be for the benefit of, and shall be enforceable by, each party to, or beneficiary of, the foregoing agreements or arrangements, and his or her representatives.

Benefit Plans and Arrangements. (a) As soon as administratively practicable after It is the intention of United that within a reasonable period of time following the Effective Time, the Acquiror shall take all reasonable action so that Time (i) it will provide employees of the Company and Surviving Corporation with employee benefit plans substantially similar in the aggregate to those provided to similarly situated employees of United, (ii) any such employees will receive credit for years of service with Fed One or any of its Subsidiaries shall be entitled to participate in the Acquiror Employee Plans of general applicability, and until such time the Company Employee Plans shall remain in effect, provided that no employee of the Company or a Company Subsidiary who becomes an employee of the Acquiror and subject prior to the Acquiror's medical insurance plans Effective Time for the purpose of eligibility and vesting and (iii) United shall be excluded from coverage thereunder on the basis of a preexisting cause any and all pre-existing condition that was not also excluded under the Company's medical insurance plans, except limitations (to the extent such preexisting limitations did not apply to a pre-existing condition was excluded from coverage under the Company's medical insurance plans, in which case this Section 5.11(aCompensation and Benefit Plans) shall not require coverage for and eligibility waiting periods under group health plans to be waived with respect to such preexisting condition. For purposes of determining eligibility to participate in participants and the vesting of benefits (but not for purposes of benefit accrual) under the Acquiror Employee Plans, the Acquiror shall recognize years of service with the Company and a Company Subsidiary prior to the Effective Timetheir eligible dependents. (b) All employees of the Company or a Company Subsidiary as of the Effective Time shall become employees of the Acquiror or an Acquiror Subsidiary as of Following the Effective Time, provided that the Acquiror or an Acquiror Subsidiary shall have no obligation to continue the employment of any such person and nothing contained in this Agreement shall give any employee of the Company or any Company Subsidiary a right to continuing employment with the Acquiror or an Acquiror Subsidiary after the Effective Time. To the extent that the employment of any employee of the Company or any Company Subsidiary (other than any employee who is party to an employment agreement or severance agreement) is involuntarily terminated following the Effective Time, such employee will be entitled to receive severance and other benefits in accordance withUnited shall, and to the extent provided in, the Acquiror Severance Plan, which has been Previously Disclosed by the Acquiror, as modified by Schedule 5.11(b) hereto. For purposes of determining benefits under such severance plan, the Acquiror shall recognize years of service and unused vacation with the Company and a Company Subsidiary prior to the Effective Time. (c) Following the Merger, the Acquiror shall, or shall cause the Surviving Corporation and/or the Bank its appropriate Subsidiaries to, honor in accordance with their terms the employment agreements agreements, severance agreements, severance policies, consulting agreement and severance agreements excess benefit plan which have been Previously Disclosed by Fed One to United pursuant to this Agreement. United shall take no action that would adversely affect the Company rights of holders of awards granted under the Fed One Stock Plans which are outstanding as of the date hereof. (c) United agrees to maintain the terms of the existing consulting arrangement between Fed One Bank and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as Previously Disclosed by Fed One to United pursuant to this Agreement, until ▇▇. ▇▇▇▇▇▇▇▇▇'▇ death. (d) As soon as practicable after the execution of this Agreement, Fed One and United will use their reasonable best efforts to take such actions as may be necessary or advisable to provide that the Fed One ESOP will terminate on the Effective Date. Between the date hereof and the Effective Date, the existing Fed One ESOP indebtedness shall be paid in the ordinary course of business and Fed One or Fed One Bank shall make such contributions to the AcquirorFed One ESOP as is necessary to fund such payments. Any indebtedness of the Fed One ESOP remaining as of the Effective Date shall be repaid from the related Trust, provided, however, that (i) any related sale or distribution of shares by the Fed One ESOP shall be effected in accordance with the requirements of federal and any applicable state securities laws and regulations, (ii) any related sale or distribution of shares by the Fed One ESOP and any participant shall be effected in such a manner (and with such safeguards as may be necessary or appropriate) so as not to jeopardize "pooling-of-interests" accounting treatment for the Merger, and (iii) all distributions from the Fed One ESOP after the Effective Date shall be in shares of United Common Stock. Upon the repayment of the Fed One ESOP loan, the remaining funds in the Fed One ESOP suspense account will be allocated (to the extent permitted by Sections 401(a), 415 and 4975 of the Code and the applicable provisions of ERISA) to Fed One ESOP participants, as determined under the terms of the Fed One ESOP. Fed One and United agree that, subject to the conditions described herein, as soon as practicable after the Effective Date and repayment of the Fed One ESOP loan, participants in the Fed One ESOP shall be entitled at their election to have the amounts in their Fed One ESOP accounts either distributed to them in a lump sum or rolled over to another tax-qualified plan (including United plans to the extent permitted by United) or individual retirement account. The provisions actions relating to termination of the Fed One ESOP will be adopted conditioned upon the consummation of the Merger and upon receiving a favorable determination letter from the IRS with regard to the continued qualification of the Fed One ESOP. Fed One and United will cooperate in submitting appropriate requests for such a determination letter to the IRS and will use their reasonable best efforts to seek the issuance of such letter as soon as practicable after the date hereof. As of and following the Effective Date, United shall cause the Fed One ESOP to be maintained for the exclusive benefit of employees and other persons who are participants or beneficiaries therein prior to the Effective Date and proceed with termination of the Fed One ESOP through distribution of its assets in accordance with this Section 5.11(c6.13(d) are intended and as otherwise may be required to comply with applicable law or to obtain a favorable determination from the IRS as to the continuing qualified status of the Fed One ESOP, provided, however, that no such termination distributions of the Fed One ESOP shall occur after the Effective Date until a favorable determination letter has been received from the IRS. (e) United shall have the right to merge the Fed One defined benefit retirement plan (the "Fed One Retirement Plan") into the United defined benefit retirement plan (the "United Retirement Plan"), provided that upon consummation of such merger the United Retirement Plan shall be deemed, in the reasonable opinion of United and Fed One, to be a "qualified successor plan," as defined in the Fed One Retirement Plan. In the event that the United Retirement Plan would not qualify as such upon consummation of such merger, United shall either maintain the Fed One Retirement Plan for the benefit ofof participating Fed One employees or amend the Fed One Retirement Plan in order to maximize the use of the excess funding or future employer contribution offset. The effectiveness of such amendments shall be conditioned upon the receipt of a favorable determination letter from the IRS with regard to the continued qualification of the Fed One Retirement Plan. (f) The Excess Benefit Plan for the benefit of Mr. and ▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, effective as of January 1, 1995, shall be terminated as of the Effective Date and shall be enforceable by, each party to, not apply to the final distribution or beneficiary of, allocation of the foregoing agreements or arrangements, and his or her representativesFed One ESOP expense account.

Benefit Plans and Arrangements. (a) As soon as administratively practicable after It is the intention of United that within a reasonable period of time following the Effective Time, the Acquiror shall take all reasonable action so that Time (i) it will provide employees of the Company and Surviving Corporation with employee benefit plans substantially similar in the aggregate to those provided to similarly situated employees of United,(ii) any such employees will receive credit for years of service with Fed One or any of its Subsidiaries shall be entitled to participate in the Acquiror Employee Plans of general applicability, and until such time the Company Employee Plans shall remain in effect, provided that no employee of the Company or a Company Subsidiary who becomes an employee of the Acquiror and subject prior to the Acquiror's medical insurance plans Effective Time for the purpose of eligibility and vesting and (iii) United shall be excluded from coverage thereunder on the basis of a preexisting cause any and all pre-existing condition that was not also excluded under the Company's medical insurance plans, except limitations (to the extent such preexisting limitations did not apply to a pre-existing condition was excluded from coverage under the Company's medical insurance plans, in which case this Section 5.11(aCompensation and Benefit Plans) shall not require coverage for and eligibility waiting periods under group health plans to be waived with respect to such preexisting condition. For purposes of determining eligibility to participate in participants and the vesting of benefits (but not for purposes of benefit accrual) under the Acquiror Employee Plans, the Acquiror shall recognize years of service with the Company and a Company Subsidiary prior to the Effective Timetheir eligible dependents. (b) All employees of the Company or a Company Subsidiary as of the Effective Time shall become employees of the Acquiror or an Acquiror Subsidiary as of Following the Effective Time, provided that the Acquiror or an Acquiror Subsidiary shall have no obligation to continue the employment of any such person and nothing contained in this Agreement shall give any employee of the Company or any Company Subsidiary a right to continuing employment with the Acquiror or an Acquiror Subsidiary after the Effective Time. To the extent that the employment of any employee of the Company or any Company Subsidiary (other than any employee who is party to an employment agreement or severance agreement) is involuntarily terminated following the Effective Time, such employee will be entitled to receive severance and other benefits in accordance withUnited shall, and to the extent provided in, the Acquiror Severance Plan, which has been Previously Disclosed by the Acquiror, as modified by Schedule 5.11(b) hereto. For purposes of determining benefits under such severance plan, the Acquiror shall recognize years of service and unused vacation with the Company and a Company Subsidiary prior to the Effective Time. (c) Following the Merger, the Acquiror shall, or shall cause the Surviving Corporation and/or the Bank its appropriate Subsidiaries to, honor in accordance with their terms the employment agreements agreements, severance agreements, severance policies, consulting agreement and severance agreements excess benefit plan which have been Previously Disclosed by Fed One to United pursuant to this Agreement. United shall take no action that would adversely affect the Company rights of holders of awards granted under the Fed One Stock Plans which are outstanding as of the date hereof. (c) United agrees to maintain the terms of the existing consulting arrangement between Fed One Bank and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as Previously Disclosed by Fed One to United pursuant to this Agreement, until ▇▇. ▇▇▇▇▇▇▇▇▇'▇ death. (d) As soon as practicable after the execution of this Agreement, Fed One and United will use their reasonable best efforts to take such actions as may be necessary or advisable to provide that the Fed One ESOP will terminate on the Effective Date. Between the date hereof and the Effective Date, the existing Fed One ESOP indebtedness shall be paid in the ordinary course of business and Fed One or Fed One Bank shall make such contributions to the AcquirorFed One ESOP as is necessary to fund such payments. Any indebtedness of the Fed One ESOP remaining as of the Effective Date shall be repaid from the related Trust, provided, however, that (i) any related sale or distribution of shares by the Fed One ESOP shall be effected in accordance with the requirements of federal and any applicable state securities laws and regulations, (ii) any related sale or distribution of shares by the Fed One ESOP and any participant shall be effected in such a manner (and with such safeguards as may be necessary or appropriate) so as not to jeopardize "pooling-of-interests" accounting treatment for the Merger, and (iii) all distributions from the Fed One ESOP after the Effective Date shall be in shares of United Common Stock. Upon the repayment of the Fed One ESOP loan, the remaining funds in the Fed One ESOP suspense account will be allocated (to the extent permitted by Sections 401(a), 415 and 4975 of the Code and the applicable provisions of ERISA) to Fed One ESOP participants, as determined under the terms of the Fed One ESOP. Fed One and United agree that, subject to the conditions described herein, as soon as practicable after the Effective Date and repayment of the Fed One ESOP loan, participants in the Fed One ESOP shall be entitled at their election to have the amounts in their Fed One ESOP accounts either distributed to them in a lump sum or rolled over to another tax-qualified plan (including United plans to the extent permitted by United) or individual retirement account. The provisions actions relating to termination of the Fed One ESOP will be adopted conditioned upon the consummation of the Merger and upon receiving a favorable determination letter from the IRS with regard to the continued qualification of the Fed One ESOP. Fed One and United will cooperate in submitting appropriate requests for such a determination letter to the IRS and will use their reasonable best efforts to seek the issuance of such letter as soon as practicable after the date hereof. As of and following the Effective Date, United shall cause the Fed One ESOP to be maintained for the exclusive benefit of employees and other persons who are participants or beneficiaries therein prior to the Effective Date and proceed with termination of the Fed One ESOP through distribution of its assets in accordance with this Section 5.11(c6.13(d) are intended and as otherwise may be required to comply with applicable law or to obtain a favorable determination from the IRS as to the continuing qualified status of the Fed One ESOP, provided, however, that no such termination distributions of the Fed One ESOP shall occur after the Effective Date until a favorable determination letter has been received from the IRS. (e) United shall have the right to merge the Fed One defined benefit retirement plan (the "FED ONE RETIREMENT PLAN") into the United defined benefit retirement plan (the "UNITED RETIREMENT PLAN"), provided that upon consummation of such merger the United Retirement Plan shall be deemed, in the reasonable opinion of United and Fed One, to be a "qualified successor plan," as defined in the Fed One Retirement Plan. In the event that the United Retirement Plan would not qualify as such upon consummation of such merger, United shall either maintain the Fed One Retirement Plan for the benefit ofof participating Fed One employees or amend the Fed One Retirement Plan in order to maximize the use of the excess funding or future employer contribution offset. The effectiveness of such amendments shall be conditioned upon the receipt of a favorable determination letter from the IRS with regard to the continued qualification of the Fed One Retirement Plan. (f) The Excess Benefit Plan for the benefit of Mr. and ▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, effective as of January 1, 1995, shall be terminated as of the Effective Date and shall be enforceable by, each party to, not apply to the final distribution or beneficiary of, allocation of the foregoing agreements or arrangements, and his or her representativesFed One ESOP expense account.