Common use of BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL Clause in Contracts

BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. (a) If Executive’s employment by the Bank shall be terminated on or after a Change in Control and during the term of this Agreement by (i) the Bank for other than Cause, or (ii) Executive for Good Reason, then the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or beneficiaries or estate, as applicable, a cash severance amount equal to one times the sum of: (i) Executive’s highest annual rate of Base Salary paid to Executive at any time under this Agreement, plus (ii) the highest bonus paid to Executive with respect to the three completed fiscal years prior to the Change in Control, less applicable withholding taxes, payable by lump sum within ten (10) business days of the Date of Termination. In addition, the Bank shall cause to be continued non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for the Executive prior to Executive’s termination for twelve months, with the Executive paying the employee’s share of the premiums. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within ten (10) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons. (b) In no event shall the payments or benefits to be made or provided to Executive under Section 3 hereof (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with Section 280G of the Code. The reduction of the Termination Benefits provided by this Section 3 shall be applied to the cash severance benefits otherwise payable under Section 3(a) hereof.

BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. (a) If Executive’s employment by the Bank shall be terminated within two years on or after a Change in Control and during the term of this Agreement by (i) Agreement, the Bank (or it successor) terminates Executive’s employment for a reason other than Cause, or (ii) if Executive terminates employment for Good Reason, then the Bank shall will pay Executive, or Executive’s beneficiary or beneficiaries, as applicable, in the event of Executive’s subsequent deathdeath prior to receiving the payment due, Executive’s beneficiary or beneficiaries or estate, as applicable, the following amounts: (1) a cash severance amount lump sum payment equal to one times the sum of: (i) twenty-four (24) months of Executive’s highest annual rate base salary in effect as of Base Salary paid the Date of Termination, or if higher, the base salary in effect immediately prior to Executive at any time under this Agreementthe date of a Change in Control, plus and (ii) two times the highest bonus paid to earned by Executive with respect to from the three completed Bank in the fiscal years prior to year immediately preceding the year in which the termination occurs, or if higher, the bonus earned in the fiscal year immediately preceding the date of a Change in Control, less applicable withholding taxes, payable by lump sum within ten (10) business days of the Date of Termination. In addition, the Bank shall and (2) cause to be continued at no cost to Executive, life insurance and non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for the Executive prior to Executive’s termination for twelve twenty-four (24) months, with . If the Executive paying the employee’s share Bank cannot provide one or more of the premiums. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating benefits set forth in favor of highly compensated employees), or, if participation by the this Section 3(a)(2) because Executive is not permitted under no longer an employee, applicable rules and regulations prohibit such benefits or the terms payment of such benefits in the applicable health plansmanner contemplated, or if providing such benefits it would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with benefits or the value of the remaining benefits at the time of such determination. Such cash payment to shall be made by in a lump sum within ten (10) business days after the later of Executive’s Date of Termination or the effective date of the Date of Termination, rules or if later, the date on which regulations prohibiting such benefits or subjecting the Bank determines that such insurance coverage to penalties, and (3) upon the occurrence of a Change in Control, Executive shall become fully vested in and entitled to all benefits granted to him pursuant to any stock option, restricted stock or similar equity award granted to Executive under any equity incentive plan of the remainder of such insurance coverage) cannot be provided for the foregoing reasonsCompany. (b) In no event shall the payments or benefits to be made or provided to Executive under Section 3 hereof (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (“Code”) or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with Section 280G of the Code. The reduction of the Termination Benefits provided by this Section 3 shall be applied to the cash severance benefits otherwise payable under Section 3(a) hereof.