Set forth on [Schedule 3.19(a)] is a true and complete list of each Benefit Plan. With respect to each Benefit Plan: # such Benefit Plan has been in all material respects operated, administered and enforced in accordance with its terms and in compliance with, and such Benefit Plan complies with, all applicable Laws, including ERISA and the Code (including [Section 409A] thereof), in all material respects; # no breach of fiduciary duty has occurred; # no Action is pending, or to the Knowledge of the Company, threatened (other than routine claims for benefits arising in the ordinary course of administration); # no prohibited transaction, as defined in [Section 406] of ERISA or Section 4975 of the Code, has occurred, excluding transactions effected pursuant to a statutory or administration exemption; and # all contributions and premiums due through the Closing Date have been made as required under ERISA or have been fully accrued on the Financial Statements. All Benefit Plans can be terminated at any time as of or after the Closing Date without resulting in any liability to the Company, Buyer or any of their respective Affiliates for any additional contributions, penalties, premiums, fees, fines, excise taxes or any other charges or liabilities (except for ordinary course termination expenses).

Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120‑day period immediately preceding the Change of Control Date or, if more favorable to the Executive, those provided generally at any time after the Change of Control Date to other peer executives of the Company and its affiliated companies.

Employee Benefit Plans. During the Employment Period, Executive shall be entitled to participate in and receive the benefits of any pension or other retirement benefit plan, welfare benefit plan or similar employee benefit plans or arrangements (including stock option plans, short- or long-term disability plans, life insurance programs, and health insurance) made available from time to time to employees of Penns Woods and its affiliated companies in accordance with the provisions of such plans. The base salary and any bonus payable to Executive under [Section 4] shall be considered covered compensation for purposes of such plans to the maximum extent permitted by the terms of such plans. Nothing paid to Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the amounts payable to Executive pursuant to [Section 4(a)] hereof.

Seller Benefit Plans. As of the Closing Date, in no event shall any Continuing Employee be entitled to accrue any benefits under any Seller Benefit Plan with respect to services rendered or compensation paid on or after the Closing Date. From and after the Closing Date, Seller and its Affiliates shall retain sponsorship of all the Seller Benefit Plans and shall retain and hold Buyer harmless and indemnify Buyer with respect to all commitments, Liabilities and obligations thereunder, whether arising before, on or after the Closing, and neither Buyer nor any of its Affiliates shall have any responsibility for any such Seller Benefit Plans or commitments, Liabilities or obligations. Effective as of the Closing Date, Seller shall cause the account balances of the Continuing Employees in each Seller Benefit Plan that is a 401(k) plan and the benefits of the Continuing Employees in each Seller Benefit Plan that is a defined benefit pension plan or a nonqualified retirement plan to be fully vested.

Each Plan is in compliance with ERISA, except for such noncompliance that has not resulted, and could not reasonably be anticipated to result, in a Material Adverse Effect.

Other Benefit Plans. In the event that a provision of any other plan or benefit program of the Employer is more favorable to a Participant with respect to the treatment of any Award upon termination of employment or in connection with a Change in Control than the provisions contained in this Plan or an applicable Award Agreement, the provisions of such other plan or benefit program will control.

Employment Benefit Plans. Employee may participate in employee welfare benefit plans in which other similarly situated employees may participate, according to the terms of applicable policies and as stated in the Employee Guide. Employee acknowledges receipt of the Employee Guide available on the intercompany website and will review and abide by its terms.

There is no suit, action or proceeding or investigation pending or, to the knowledge of UBI, threatened against or affecting UBI or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to UBI or prevent, hinder or materially delay the ability of UBI to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against UBI having, or which, insofar as reasonably could be foreseen by UBI, in the future could have, any such effect.

Other Benefit Plans and Programs. Employee shall also be entitled to participate in the Standex Management Stock Purchase Program, the Standex Retirement Savings Plan and such other incentive, welfare and defined contribution retirement benefit plans as are made available, from time to time to senior divisional management employees of the Employer.

Maintenance of Employee Benefit Plans. Borrowers will maintain each employee benefit plan, if any, as to which Borrowers may have any liability or responsibility in compliance with ERISA and all other Laws applicable thereto.