Common use of CHANGE IN CONTROL OF THE BANK Clause in Contracts

CHANGE IN CONTROL OF THE BANK. (i) In the event of a Change in Control of the Bank (as defined in paragraph 5(d)(vi) below), and provided that Executive does not voluntarily terminate his employment with the Bank (or its successor) within the three (3) month period following the consummation of the Change in Control, Executive shall be paid a lump sum payment (the "Change in Control Payment") equal to: (A) Two times his then Base Salary; and (B) An amount equal to two times the Incentive Compensation earned by Executive in respect of the fiscal year immediately preceding the Change in Control , or in the event Incentive Compensation has not been paid yet for such year as of the date of the Change in Control, then an amount equal to two times the Incentive Compensation earned by Executive for the penultimate year prior to the Change in Control. (ii) In the event of a Change in Control, the Bank (or its successor) shall be entitled to terminate Executive's employment under this Agreement at any time within the one year period following the consummation of such Change in Control for any or no reason, and such termination shall not be deemed a breach of this Agreement. Executive shall, upon such termination, not be paid any severance payment which would otherwise be payable pursuant to any plan or policy of the Bank (or its successor), the Change in Control Payment replacing any such severance payment. (iii) In the event of a Change in Control, Executive shall be entitled to terminate his employment at any time within the one year period following the consummation of such Change in Control for any or no reason, and such termination shall not be deemed a breach of this Agreement; provided that if Executive terminates his employment prior to the end of the third month following consummation of such Change in Control, Executive shall not be entitled to the Change in Control Payment. (iv) In the event that prior to the end of the third month following the consummation of such Change in Control, Executive's employment terminates for a reason other than a voluntary termination (i.e. because the Bank or its successor elects to terminate Executive's employment or because of the death or disability of Executive or because Executive terminates his employment for Good Reason), Executive shall be entitled to be paid the Change in Control Payment upon such termination of employment. (v) The Change in Control Payment shall be paid on the earlier of (x) the termination of Executive's employment by the Bank (or its successor) as a result of the Change in Control or (y) at the end of three months following the consummation of such Change in Control. (vi) For purposes of this Agreement the term "Change in "Control" shall mean:

CHANGE IN CONTROL OF THE BANK. (i) In the event of a Change in Control of the Bank (as defined in paragraph 5(d)(vi) below), and provided that Executive does not voluntarily terminate his employment with the Bank (or its successor) within the three (3) month period following the consummation of the Change in Control, Executive shall be paid a lump sum payment (the "Change in Control Payment") equal to: (A) Two times his then Base Salary; and (B) An amount equal to two times the Incentive Compensation earned by Executive in respect of the fiscal year immediately preceding the Change in Control , or in the event Incentive Compensation has not been paid yet for such year as of the date of the Change in Control, then an amount equal to two times the Incentive Compensation earned by Executive for the penultimate year prior to the Change in Control. (ii) In the event of a Change in Control, the Bank (or its successor) shall be entitled to terminate Executive's employment under this Agreement at any time within the one year period following the consummation of such Change in Control for any or no reason, and such termination shall not be deemed a breach of this Agreement. Executive shall, upon such termination, not be paid any severance payment which would otherwise be payable pursuant to any plan or policy of the Bank (or its successor), the Change in Control Payment replacing any such severance payment. (iii) In the event of a Change in Control, Executive shall be entitled to terminate his employment at any time within the one year period following the consummation of such Change in Control for any or no reason, and such termination shall not be deemed a breach of this Agreement; provided that if Executive terminates his employment prior to the end of the third month following consummation of such Change in Control, Executive shall not be entitled to the Change in Control Payment. (iv) In the event that prior to the end of the third month following the consummation of such Change in Control, Executive's employment terminates for a reason other than a voluntary termination (i.e. because the Bank or its successor elects to terminate Executive's employment or because of the death or disability of Executive or because Executive terminates his employment for Good Reason), Executive shall be entitled to be paid the Change in Control Payment upon such termination of employment. (v) The Change in Control Payment shall be paid on the earlier of (x) the termination of Executive's employment by the Bank (or its successor) as a result of the Change in Control or (y) at the end of three months following the consummation of such Change in Control. (vi) For purposes of this Agreement the term "Change in "Control" shall mean:i.

CHANGE IN CONTROL OF THE BANK. (i) In the event of a Change in Control of the Bank (as defined in paragraph 5(d)(vi) below), and provided that Executive does not voluntarily terminate his employment with the Bank (or its successor) within the three (3) month period following the consummation of the Change in Control, Executive shall be paid a lump sum payment (the "Change in Control Payment") equal to: (A) Two times An amount equal to his then Base Salary; and (B) An amount equal to two times the Incentive Compensation earned by Executive in respect of the fiscal year immediately preceding the Change in Control , or in the event Incentive Compensation has not been paid yet for such year as of the date of the Change in Control, then an amount equal to two times the Incentive Compensation earned by Executive for the penultimate year prior to the Change in Control. (ii) In the event of a Change in Control, the Bank (or its successor) shall be entitled to terminate Executive's employment under this Agreement at any time within the one year period following the consummation of such Change in Control for any or no reason, and such termination shall not be deemed a breach of this Agreement. Executive shall, upon such termination, not be paid any severance payment which would otherwise be payable pursuant to any plan or policy of the Bank (or its successor), the Change in Control Payment replacing any such severance payment. (iii) In the event of a Change in Control, Executive shall be entitled to terminate his employment at any time within the one year period following the consummation of such Change in Control for any or no reason, and such termination shall not be deemed a breach of this Agreement; provided that if Executive terminates his employment prior to the end of the third month following consummation of such Change in Control, Executive shall not be entitled to the Change in Control Payment. (iv) In the event that prior to the end of the third month following the consummation of such Change in Control, Executive's employment terminates for a reason other than a voluntary termination (i.e. because the Bank or its successor elects to terminate Executive's employment or because of the death or disability of Executive or because Executive terminates his employment for Good Reason), Executive shall be entitled to be paid the Change in Control Payment upon such termination of employment. (v) The Change in Control Payment shall be paid on the earlier of (x) the termination of Executive's employment by the Bank (or its successor) as a result of the Change in Control or (y) at the end of three months following the consummation of such Change in Control. (vi) For purposes of this Agreement the term "Change in "Control" shall mean:i.

CHANGE IN CONTROL OF THE BANK. (a) Notwithstanding anything contained in Paragraph 7 to the contrary, and subject to the limitations set forth in Paragraphs 11, 12 and 13 below, if: (i) In at the event effective time of or any time within 18 months following a “Change in Control of Control” (as defined below), the Bank terminates Executive’s employment without Cause (as defined in paragraph 5(d)(viParagraph 7(c) above) and such termination occurs prior to the Expiration Date, or (ii) at the effective time of or any time within 18 months following a “Change in Control” (as defined below), and provided that a “Termination Event” (as defined below) occurs prior to the Expiration Date and, thereafter, Executive does not voluntarily terminate terminates his own employment with the Bank (or its successor) within the three (3) month period Bank, following the consummation giving of written notice to the Change Bank and an opportunity for the Bank to cure or remedy the Termination Event, in Controlthe manner described in Paragraph 8(f) below, then (subject to the limitations set forth herein) Executive shall be entitled to receive from the Bank, and the Bank shall be obligated to pay or cause to be paid a lump sum payment (the "Change in Control Payment") equal to: (A) Two times his then Base Salary; and (B) An amount equal to two times the Incentive Compensation earned by Executive in respect of the fiscal year immediately preceding the Change in Control Executive, or in the event Incentive Compensation has not been paid yet for such year as of the date of the Change in Control, then an amount equal to two 2.99 times Executive’s “base amount” as that term is defined in Section 280G of the Incentive Compensation earned Internal Revenue Code of 1986, as amended (the “Code”), payable in 36 equal monthly installments which shall begin within 45 days following the “Termination Date” (as defined below) and be made on the same schedule as Executive’s Base Salary was paid by the Bank during the Term of Employment. In addition, if Executive chooses to exercise his rights to purchase continued individual health, dental or other insurance coverages under the Bank’s group insurance plans pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Bank shall reimburse Executive for the penultimate year prior to the Change in Control. (ii) In the event cost of a Change in Controlhis continued individual insurance coverages for 18 months or, if less, the Bank (or its successor) maximum period during which such coverages are available to Executive under COBRA, but not longer than the unexpired Term of Employment hereunder. The above payment shall be entitled to terminate Executive's employment under in lieu of any other payments provided for in this Agreement at (including, without limitation, the payments provided for in Paragraph 7 above), and, with the exception of the above payments, upon any time within the one year period following the consummation of such Change in Control for any or no reason, and such termination shall not be deemed a breach of this Agreement. Executive shall, upon such termination, not be paid any severance payment which would otherwise be payable pursuant to any plan or policy of the Bank (or its successor), the Change in Control Payment replacing any such severance payment. (iii) In the event of following a Change in Control, Executive shall be entitled to terminate his employment at any time within the one year period following the consummation of such Change in Control for any or have no reasonfurther rights, and such termination the Bank shall not be deemed a breach have no further obligations, under this Agreement. For purposes of this Agreement; provided that if Executive terminates his employment prior to , the end “Termination Date” will be the effective date of the third month following consummation of such Change in Control, Executive shall not be entitled to the Change in Control Payment. (iv) In the event that prior to the end of the third month following the consummation of such Change in Control, Executive's employment terminates for a reason other than a voluntary termination (i.e. because the Bank or its successor elects to terminate Executive's employment or because of the death or disability of Executive or because Executive terminates his employment for Good Reason), Executive shall be entitled to be paid the Change in Control Payment upon such termination of employment. (v) The Change in Control Payment shall be paid on the earlier of (x) the termination of Executive's ’s employment by which gives rise to the Bank (or its successor) as a result of the Change in Control or (y) at the end of three months following the consummation of such Change in ControlBank’s payment obligation under this Paragraph 8. (vib) For purposes of this Agreement Agreement, but only to the extent consistent with the definition of the term "“change in control” under Section 409A of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder, as applicable (“Section 409A”), a “Change in "Control" ” shall meanbe deemed to have occurred if, after the Effective Date: (i) any “Person” (for purposes of this Paragraph 8, as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended), directly or indirectly, acquires beneficial ownership of more than 50% of any class of voting securities entitled to vote in the election of directors of the Bank or Bancorp, or in any manner acquires control of the election of a majority of the directors of the Bank or Bancorp (excluding the Bank, Bancorp, any wholly-owned subsidiary of the Bank or Bancorp, or any employee benefit plan sponsored or maintained by the Bank or Bancorp); or (ii) the Bank or Bancorp consolidates or merges with or into another corporation, or otherwise is reorganized, where the Bank or Bancorp is not the resulting or surviving corporation in such transaction, unless the transaction involves only two or more of the Bank, Bancorp or a wholly-owned subsidiary of the Bank or Bancorp; or (iii) all or substantially all the Bank’s or Bancorp’s assets are sold or otherwise transferred to or acquired by any other corporation, association or other person, entity, or group.

CHANGE IN CONTROL OF THE BANK. (i) In the event of a Change in Control of the Bank (as defined in paragraph 5(d)(vi) below), and provided that Executive does not voluntarily terminate his employment with the Bank (or its successor) within the three (3) month period following the consummation of the Change in Control, Executive shall be paid a lump sum payment (the "Change in Control Payment") equal to: (A) Two times his then Base Salary; and (B) An amount equal to two times the Incentive Compensation earned by Executive in respect of the fiscal year immediately preceding the Change in Control , or in the event Incentive Compensation has not been paid yet for such year as of the date of the Change in Control, then an amount equal to two times the Incentive Compensation earned by Executive for the penultimate year prior to the Change in Control. (ii) In the event of a Change in Control, the Bank (or its successor) shall be entitled to terminate Executive's employment under this Agreement at any time within the one year period following the consummation of such Change in Control for any or no reason, and such termination shall not be deemed a breach of this Agreement. Executive shall, upon such termination, not be paid any severance payment which would otherwise be payable pursuant to any plan or policy of the Bank (or its successor), the Change in Control Payment replacing any such severance payment. (iii) In the event of a Change in Control, Executive shall be entitled to terminate his employment at any time within the one year period following the consummation of such Change in Control for any or no reason, and such termination shall not be deemed a breach of this Agreement; provided that if Executive terminates his employment prior to the end of the third month following the consummation of such Change in Control, Executive shall not be entitled to the Change in Control Payment. (iv) In the event that prior to the end of the third month following the consummation of such the Change in Control, Executive's employment terminates for a reason other than a voluntary termination (i.e. because the Bank or its successor elects to terminate Executive's employment or because of the death or disability of Executive or because Executive terminates his employment for Good Reason), Executive shall be entitled to be paid the Change in Control Payment upon such termination of employment. (v) The Change in Control Payment shall be paid on the earlier of (x) the termination of Executive's employment by the Bank (or its successor) as a result of the Change in Control or (y) at the end of three months following the consummation of such Change in Control. (vi) For purposes of this Agreement the term "Change in "Control" shall mean:i.

CHANGE IN CONTROL OF THE BANK. (i) In the event of a Change in Control of the Bank (as defined in paragraph 5(d)(vi) below), and provided that Executive does not voluntarily terminate his employment with the Bank (or its successor) within the three (3) month period following the consummation of the Change in Control, Executive shall be paid a lump sum payment (the "Change in Control Payment") equal to: (A) Two times his His then Base Salary; and (B) An amount equal to two times the Incentive Compensation earned by Executive in respect of the fiscal year immediately preceding the Change in Control , or in the event Incentive Compensation has not been paid yet for such year as of the date of the Change in Control, then an amount equal to two times the Incentive Compensation earned by Executive for the penultimate year prior to the Change in Control. (ii) In the event of a Change in Control, the Bank (or its successor) shall be entitled to terminate Executive's employment under this Agreement at any time within the one year period following the consummation of such Change in Control for any or no reason, and such termination shall not be deemed a breach of this Agreement. Executive shall, upon such termination, not be paid any severance payment which would otherwise be payable pursuant to any plan or policy of the Bank (or its successor), the Change in Control Payment replacing any such severance payment. (iii) In the event of a Change in Control, Executive shall be entitled to terminate his employment at any time within the one year period following the consummation of such Change in Control for any or no reason, and such termination shall not be deemed a breach of this Agreement; provided that if Executive terminates his employment prior to the end of the third month following consummation of such Change in Control, Executive shall not be entitled to the Change in Control Payment. (iv) In the event that prior to the end of the third month following the consummation of such Change in Control, Executive's employment terminates for a reason other than a voluntary termination (i.e. because the Bank or its successor elects to terminate Executive's employment or because of the death or disability of Executive or because Executive terminates his employment for Good Reason), Executive shall be entitled to be paid the Change in Control Payment upon such termination of employment. (v) The Change in Control Payment shall be paid on the earlier of (x) the termination of Executive's employment by the Bank (or its successor) as a result of the Change in Control or (y) at the end of three months following the consummation of such Change in Control. (vi) For purposes of this Agreement the term "Change in "Control" shall mean:i.