Common use of Change in Control Severance Protection Clause in Contracts

Change in Control Severance Protection. (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Executive’s employment during the term of this Agreement following any Change in Control of the Bank or Parent, or within 12 months thereafter of such Change in Control, absent Cause, Executive shall be paid an amount equal to the product of1.0times the Executive’s “base amount” as defined in Code Section 280G(b)(3) and regulations promulgated thereunder. Said sum shall be paid in one (1) lump sum not later than the date of such Termination of Employment, and such payments shall be in lieu of any other future payments which the Executive would be otherwise entitled to receive under Section 6 of this Agreement. Additionally, the Executive and his or her dependents shall remain eligible to participate in the medical and dental insurance programs offered by the Bank to its employees for a period of not less than through the remaining term of the Agreement at no expense to the Executive. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Executive by the Bank or the Parent shall be deemed an “excess parachute payment” in accordance with Section 280G of the Code and be subject to the excise tax provided at Section 4999(a) of the Code.

Change in Control Severance Protection. (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Executive’s 's employment during the term of this Agreement following any Change in Control of the Bank or Parent, or within 12 24 months thereafter of such Change in Control, absent Cause, Executive shall be paid an amount equal to the product of1.0times of 2.999 times the Executive’s “'s "base amount” " as defined in Code Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") and regulations promulgated thereunder. Said sum shall be paid in one (1) lump sum not later than the date of such Termination termination of Employmentservice, and such payments shall be in lieu of any other future payments which the Executive would be otherwise entitled to receive under Section 6 of this Agreement. Additionally, the Executive and his or her dependents shall remain eligible to participate in the medical and dental insurance programs offered by the Bank to its employees for a period of not less than through the remaining term of the Agreement at no expense to the ExecutiveAgreement. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Executive by the Bank or the Parent shall be deemed an “"excess parachute payment” " in accordance with Section 280G of the Code and be subject to the excise tax provided at Section 4999(a) of the Code.. The term "Change in Control" shall refer to: (i) the sale of all, or substantially all, of the assets of the Bank or the Parent; (ii) the merger or recapitalization of

Change in Control Severance Protection. (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Executive’s 's employment during the term of this Agreement following any Change in Control of the Bank or Parent, or within 12 24 months thereafter of such Change in Control, absent Just Cause, Executive shall be paid an amount equal to the product of1.0times of 2.999 times the Executive’s “'s "base amount” " as defined in Code Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") and regulations promulgated thereunder. Said sum shall be paid in one (1) lump sum not later than the date of such Termination termination of Employmentservice, and such payments shall be in lieu of any other future payments which the Executive would be otherwise entitled to receive under Section 6 of this Agreement. Additionally, the Executive and his or her dependents shall remain eligible to participate in the medical and dental insurance programs offered by the Bank to its employees for a period of not less than through the remaining term of the Agreement at no expense to the ExecutiveAgreement. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Executive by the Bank or the Parent shall be deemed an “"excess parachute payment” " in accordance with Section 280G of the Code and be subject to the excise tax provided at Section 4999(a) of the Code.. The term "Change in Control" shall refer to: (i) the sale of all,

Change in Control Severance Protection. (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Executive’s Executive”s employment during the term of this Agreement following any Change in Control of the Bank or Parent, or within 12 months thereafter of such Change in Control, absent Cause, Executive shall be paid an amount equal to the product of1.0times the Executive’s Executive”s “base amount” as defined in Code Section 280G(b)(3) and regulations promulgated thereunder. Said sum shall be paid in one (1) lump sum not later than the date of such Termination of Employment, and such payments shall be in lieu of any other future payments which the Executive would be otherwise entitled to receive under Section 6 of this Agreement. Additionally, the Executive and his or her dependents shall remain eligible to participate in the medical and dental insurance programs offered by the Bank to its employees for a period of not less than through the remaining term of the Agreement at no expense to the Executive. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Executive by the Bank or the Parent shall be deemed an “excess parachute payment” in accordance with Section 280G of the Code and be subject to the excise tax provided at Section 4999(a) of the Code.