Common use of Change of Control Payment Clause in Contracts

Change of Control Payment. (a) If there is a Change of Control, (i) during any time Executive is a full-time executive officer of Bank, or (ii) within six (6) months following Executive's termination of employment by Bank, other than for Cause or by reason of Executive's death or Disability, then Executive shall be entitled to receive a payment (the "CHANGE OF CONTROL PAYMENT") in consideration of services previously rendered to Bank. The Change of Control Payment shall be made as a lump sum cash payment equal to one times (1x) Executive's annual base salary (calculated as of the date of the Change of Control or, in the case of Section 2(a)(ii), calculated as of the date of prior termination). The Change of Control Payment shall be paid in full within 15 days following the date of the Change of Control; provided, however, that such payment may be-deferred for such period (not to exceed 90 days) following the date of the Change of Control as the Bank requests that Executive continue to provide services to it. If Executive voluntarily terminates employment with Bank prior to the date (not more than 90 days following the date of the Change of Control) specified by Bank, Executive shall forfeit his right to receive the Change of Control Payment. The Change of Control Payment shall not be reduced by any compensation which Executive may receive from Bank or from other employment with another employer should Executive's employment with Bank terminate. (b) All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes (c) If, after a Change of Control Executive prevails in any action to enforce this Agreement, then Bank shall be obligated to reimburse Executive far all reasonable fees and expenses, including reasonable attorneys' fees of counsel chosen by Executive in his sole discretion. (d) Notwithstanding any other provision of this Agreement or of any other agreement, understanding or compensation plan, Bank shall not be obligated to pay any amounts which violate restrictions imposed, or which may in the future be imposed, on such payments by Bank pursuant to Section 18(k)(l) of the Federal Deposit Insurance Act, or any regulations or orders which are or may be promulgated thereunder; nor shall any payments be made which would constitute an "unsafe or unsound banking practice" pursuant to 12 U.C.C. Section 18(b). (e) Notwithstanding any other provision hereof, in the event that any payment or benefit received or to be received by Executive in connection with a Change of Control would not be deductible (in whole or part) as a result of Section 280G of the Internal Revenue Code, by Bank, an affiliate or other person making such payment or providing such benefit, the Change of Control Payment shall reduced until no portion is not deductible, or the Change of Control Payment is reduced to zero. For purposes of this limitation, (i) no portion of the Change of Control Payment the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Change of Control Payment shall be taken into account; (ii) no portion of the Change of Control Payment shall be taken into account which in the opinion of tax counsel selected by Bank's independent auditors and acceptable to Executive does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code; (iii) the Change of Control Payment shall be reduced only to the extent necessary so that such payment shall constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Internal Revenue Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non cash benefit or any deferred payment or benefit included in the Change of Control Payment shall be determined by Bank's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Internal Revenue Code.

Change of Control Payment. (a) If there is 13.1 In the event that the employment of the Employee under this Agreement shall be terminated by the Corporation without "cause" within twelve months after a Change of Control, Control (ias herein defined) during any time Executive is a full-time executive officer of Bankthe Corporation, or by the Executive for "Good Reason" (iias hereinafter defined) within six twelve months after a Change of Control (6as herein defined) months following Executive's of the Corporation, in addition to the Salary and other compensation (including accrued vacation, cash bonuses, incentive and performance compensation) earned hereunder and unpaid or not delivered through the date of termination and any benefits referred to in which the Executive has a vested right under the terms and conditions of employment by Bankthe plan or program pursuant to which such benefits were granted (without regard to such termination) but in lieu of the Severance Payment, other than for Cause or by reason of Executive's death or Disability, then the Corporation shall pay the Executive shall be entitled to receive a cash payment (the "CHANGE OF CONTROL PAYMENTChange of Control Payment") equal in consideration the aggregate to the sum of services previously rendered twelve months' Salary and all bonuses earned by the Executive during the twelve months preceding such termination. 13.2 The Change of Control Payment shall be paid to Bankthe Executive in three consecutive, equal monthly installments, on the fifteenth day of each calendar month commencing during the month next following the (1) the first to occur of the month in which the Executive is no longer employed by the Corporation and (2) the effective date of a general release from the Executive in customary form for such circumstances. The Change of Control Payment shall be made as a lump sum cash payment equal in lieu of any other claim for compensation under this Agreement, any wage continuation law or at common law, or any claim to one times (1x) Executive's annual base salary (calculated as severance or similar payments or benefits which the Executive may otherwise have or make. If group health plan benefits continue for employees of the date Corporation following such Change of Control, the Health Benefit shall also continue for a twelve month period. Without limiting any other rights or remedies which the Corporation may have, it is understood that the Corporation shall be under no further obligation to make any such Change of Control or, in Payments and shall be entitled to be reimbursed therefor by the case of Section 2(a)(ii), calculated as Executive or his estate if the Executive violates any of the date of prior termination). The covenants set forth in this Agreement. 13.3 In the event that the Change of Control Payment shall be paid in full within 15 days following the date of the Change of Control; provided, however, that such payment may be-deferred for such period (not to exceed 90 days) following the date of the Change of Control as the Bank requests that Executive continue to provide services to it. If Executive voluntarily terminates employment with Bank prior become payable to the date (not more than 90 days following Executive, the date of the Change of Control) specified by Bank, Executive shall forfeit his right not be required, either in mitigation of damages or by the terms of any provisions of this Agreement or otherwise, to receive seek or accept other employment, and if the Change of Control Payment. The Change of Control Payment Executive does accept other employment, any benefits or payments under this Agreement shall not be reduced by any compensation which Executive may receive from Bank earned or from other employment with another employer should benefits received as a result of such employment. 13.4 For purposes of this Section, "Good Reason" shall mean the occurrence of any of the following events: (a) a material adverse change in the nature or scope of the Executive's employment with Bank terminate. (b) All payments made pursuant responsibilities, authorities, title, powers, functions or reporting procedures prior to this Agreement will be subject to withholding of applicable income and employment taxes (c) If, after a Change of Control Executive prevails in any action (other than changes to enforce this Agreement, then Bank shall be obligated reflect the integration of the Corporation with an acquiror's operations which do not amount to reimburse Executive far all reasonable fees and expenses, including reasonable attorneys' fees the functional equivalent of counsel chosen by Executive in his sole discretion. a demotion); (db) Notwithstanding any other provision of this Agreement or of any other agreement, understanding or compensation plan, Bank shall not be obligated to pay any amounts which violate restrictions imposed, or which may a reduction in the future be imposed, on such payments by Bank pursuant Executive's annual base Salary as in effect immediately prior to Section 18(k)(la Change of Control; or (c) the relocation of the Federal Deposit Insurance Act, or any regulations or orders office at which are or may be promulgated thereunder; nor shall any payments be made which would constitute an "unsafe or unsound banking practice" pursuant the Executive is principally employed immediately prior to 12 U.C.C. Section 18(b). (e) Notwithstanding any other provision hereof, in the event that any payment or benefit received or to be received by Executive in connection with a Change of Control would not be deductible (in whole or part) as to a result of Section 280G of the Internal Revenue Code, by Bank, an affiliate or other person making location more than 50 miles from such payment or providing such benefit, the Change of Control Payment shall reduced until no portion is not deductible, office or the Change of Control Payment is reduced requirement by the acquiror for the Executive to zero. For purposes of this limitationbe based anywhere other than such current office, (i) no portion of except for required business travel to an extent substantially consistent with the Change of Control Payment the receipt or enjoyment of which Executive shall have effectively waived in writing Executive's business travel obligations immediately prior to the date of payment of the Change of Control Payment shall be taken into account; (ii) no portion of the Change of Control Payment shall be taken into account which in the opinion of tax counsel selected by Bank's independent auditors and acceptable to Executive does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code; (iii) the Change of Control Payment shall be reduced only to the extent necessary so that such payment shall constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Internal Revenue Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non cash benefit or any deferred payment or benefit included in the Change of Control Payment shall be determined by Bank's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Internal Revenue CodeControl.

Change of Control Payment. (a) If there is a Change of Control, (i) during any time Executive is a full-time executive officer of Bank, or (ii) within six (6) months following Executive's termination of employment by Bank, other than for Cause or by reason of Executive's death or Disability, then Executive shall be entitled to receive a payment (the "CHANGE OF CONTROL PAYMENT") in consideration of services previously rendered to Bank. The Change of Control Payment shall be made as a lump sum cash payment equal to one times (1x) Executive's annual base salary (calculated as of the date of the Change of Control or, in the case of Section 2(a)(ii), calculated as of the date of prior termination). The Change of Control Payment shall be paid in full within 15 days following the date of the Change of Controlcash; provided, however, that such the Company may elect to pay the Change of Control Payment by delivery of Ordinary Shares if and only if the following conditions have been satisfied: (a) The Ordinary Shares deliverable in payment may be-deferred for such period (not to exceed 90 days) following the date of the Change of Control Payment shall have a fair market value as the Bank requests that Executive continue to provide services to it. If Executive voluntarily terminates employment with Bank prior to the date (not more than 90 days following the date of the Change of Control) specified by Bank, Executive shall forfeit his right Control Payment Date equal to receive not less than the amount of the Change of Control Payment. The For purposes of this Section 4.07A, the fair market value of Ordinary Shares shall be equal to 95% of the average of the Daily Market Price of the Ordinary Shares for the five consecutive Trading Days ending on and including the third Trading Day immediately preceding the Change of Control Payment shall not be reduced by any compensation which Executive may receive from Bank or from other employment with another employer should Executive's employment with Bank terminate.Date; (b) All payments made pursuant In the event any Ordinary Shares to this Agreement will be issued in payment of the Change of Control Payment hereunder require registration under any Federal securities law before such shares may be freely transferrable without being subject to withholding any transfer restrictions under the Securities Act upon repurchase, such registration shall have been completed and shall have become effective prior to the Change of applicable income Control Payment Date (provided, however, that the Company shall be required to maintain an effective registration statement with respect to the Securities and employment taxesOrdinary Shares for a period of only two years); (c) If, after a In the event any Ordinary Shares to be issued in payment of the Change of Control Executive prevails Payment hereunder require registration with, approval of, or an exemption from any governmental authority under any State law or any United States Federal or Israeli law before such shares may be validly issued or delivered upon repurchase, such registration shall have been completed, have become effective and such approval shall have been obtained, in any action each case, prior to enforce this Agreement, then Bank (and shall be obligated to reimburse Executive far all reasonable fees in full force and expenses, including reasonable attorneys' fees effect at the time of) the Change of counsel chosen by Executive in his sole discretion.Control Payment; (d) Notwithstanding any other provision The Ordinary Shares deliverable in payment of this Agreement or of any other agreement, understanding or compensation plan, Bank shall not be obligated to pay any amounts which violate restrictions imposed, or which may in the future be imposed, on such payments by Bank pursuant to Section 18(k)(l) of the Federal Deposit Insurance Act, or any regulations or orders which are or may be promulgated thereunder; nor shall any payments be made which would constitute an "unsafe or unsound banking practice" pursuant to 12 U.C.C. Section 18(b). (e) Notwithstanding any other provision hereof, in the event that any payment or benefit received or to be received by Executive in connection with a Change of Control would not be deductible (in whole or part) as a result of Section 280G of the Internal Revenue Code, by Bank, an affiliate or other person making such payment or providing such benefit, the Change of Control Payment shall reduced until no portion is not deductiblehave been included for trading in the NNM or listed on a national securities exchange, or in either case, prior to and immediately following the Change of Control Payment is reduced to zero. For purposes of this limitation, Date; and (ie) no portion of the Change of Control Payment the receipt or enjoyment of which Executive shall have effectively waived All Ordinary Shares deliverable in writing prior to the date of payment of the Change of Control Payment shall be taken into account; (ii) no portion issued out of the Company's authorized but unissued Ordinary Shares and will, upon issue, be duly and validly issued and fully paid and non-assessable and free of any preemptive rights. If all of the conditions set forth in this Section 4.07A are not satisfied in accordance with the terms thereof, the Change of Control Payment shall be taken into account which paid by the Company only in the opinion of tax counsel selected by Bank's independent auditors and acceptable to Executive does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code; (iii) the Change of Control Payment shall be reduced only to the extent necessary so that such payment shall constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Internal Revenue Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non cash benefit or any deferred payment or benefit included in the Change of Control Payment shall be determined by Bank's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Internal Revenue Codecash.

Change of Control Payment. (a) If there is 13.1 In the event that the employment of the Employee under this Agreement shall be terminated by the Corporation without "cause" within twelve months after a Change of Control, Control (ias herein defined) during any time Executive is a full-time executive officer of Bankthe Corporation, or by the Executive for "Good Reason" (iias hereinafter defined) within six twelve months after a Change of Control (6as herein defined) months following Executive's of the Corporation, in addition to the Salary and other compensation (including accrued vacation, cash bonuses, incentive and performance compensation) earned hereunder and unpaid or not delivered through the date of termination and any benefits referred to in which the Executive has a vested right under the terms and conditions of employment by Bankthe plan or program pursuant to which such benefits were granted (without regard to such termination) but in lieu of the Severance Payment, other than for Cause or by reason of Executive's death or Disability, then the Corporation shall pay the Executive shall be entitled to receive a cash payment (the "CHANGE OF CONTROL PAYMENTChange of Control Payment") equal in consideration the aggregate to the sum of services previously rendered twelve months' Salary and all bonuses earned by the Executive during the twelve months preceding such termination. 13.2 The Change of Control Payment shall be paid to Bankthe Executive in three consecutive, equal monthly installments, on the fifteenth day of each calendar month commencing during the month next following the (1) the first to occur of the month in which the Executive is no longer employed by the Corporation and (2) the effective date of a general release from the Executive in customary form for such circumstances. The Change of Control Payment shall be made as a lump sum cash payment equal in lieu of any other claim for compensation under this Agreement, any wage continuation law or at common law, or any claim to one times (1x) Executive's annual base salary (calculated as severance or similar payments or benefits which the Executive may otherwise have or make. If group health plan benefits continue for employees of the date Corporation following such Change of Control, the Health Benefit shall also continue for a twelve month period. Without limiting any other rights or remedies which the Corporation may have, it is understood that the Corporation shall be under no further obligation to make any such Change of Control or, in Payments and shall be entitled to be reimbursed therefor by the case of Section 2(a)(ii), calculated as Executive or his estate if the Executive violates any of the date of prior termination). The covenants set forth in this Agreement. 13.3 In the event that the Change of Control Payment shall be paid in full within 15 days following the date of the Change of Control; provided, however, that such payment may be-deferred for such period (not to exceed 90 days) following the date of the Change of Control as the Bank requests that Executive continue to provide services to it. If Executive voluntarily terminates employment with Bank prior become payable to the date (not more than 90 days following Executive, the date of the Change of Control) specified by Bank, Executive shall forfeit his right not be required, either in mitigation of damages or by the terms of any provisions of this Agreement or otherwise, to receive seek or accept other employment, and if the Change of Control Payment. The Change of Control Payment Executive does accept other employment, any benefits or payments under this Agreement shall not be reduced by any compensation which Executive may receive from Bank earned or from other employment with another employer should Executive's employment with Bank terminate. (b) All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes (c) If, after a Change of Control Executive prevails in any action to enforce this Agreement, then Bank shall be obligated to reimburse Executive far all reasonable fees and expenses, including reasonable attorneys' fees of counsel chosen by Executive in his sole discretion. (d) Notwithstanding any other provision of this Agreement or of any other agreement, understanding or compensation plan, Bank shall not be obligated to pay any amounts which violate restrictions imposed, or which may in the future be imposed, on such payments by Bank pursuant to Section 18(k)(l) of the Federal Deposit Insurance Act, or any regulations or orders which are or may be promulgated thereunder; nor shall any payments be made which would constitute an "unsafe or unsound banking practice" pursuant to 12 U.C.C. Section 18(b). (e) Notwithstanding any other provision hereof, in the event that any payment or benefit benefits received or to be received by Executive in connection with a Change of Control would not be deductible (in whole or part) as a result of Section 280G of the Internal Revenue Code, by Bank, an affiliate or other person making such payment or providing such benefit, the Change of Control Payment shall reduced until no portion is not deductible, or the Change of Control Payment is reduced to zero. For purposes of this limitation, (i) no portion of the Change of Control Payment the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Change of Control Payment shall be taken into account; (ii) no portion of the Change of Control Payment shall be taken into account which in the opinion of tax counsel selected by Bank's independent auditors and acceptable to Executive does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code; (iii) the Change of Control Payment shall be reduced only to the extent necessary so that such payment shall constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Internal Revenue Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non cash benefit or any deferred payment or benefit included in the Change of Control Payment shall be determined by Bank's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Internal Revenue Codeemployment.

Change of Control Payment. (a) If there is 13.1. In the event that the employment of the Employee under this Agreement shall be terminated by the Corporation without "cause" within twelve months after a Change of ControlControl (as herein defined) of the Corporation, (i) during any time Executive is a full-time executive officer provided that such change of Bankcontrol occurs after September 1, 2002, or by the Employee for "Good Reason" (iias hereinafter defined) within six twelve months after a Change of Control (6as herein defined) months following Executive's of the Corporation, in addition to the Salary and other compensation (including accrued vacation, cash bonuses, incentive and performance compensation) earned hereunder and unpaid or not delivered through the date of termination and any benefits referred to in which the Employee has a vested right under the terms and conditions of employment by Bankthe plan or program pursuant to which such benefits were granted (without regard to such termination) but in lieu of the Severance Payment, other than for Cause or by reason of Executive's death or Disability, then Executive the Corporation shall be entitled to receive pay the Employee a cash payment (the "CHANGE OF CONTROL PAYMENT") in consideration of services previously rendered to Bank. The Change of Control Payment shall be made as a lump sum cash payment Payment") equal to one times (1x) Executive's annual base salary (calculated as of the date of the Change of Control or, in the case aggregate to the sum of Section 2(a)(ii), calculated as of twelve months' Salary and all bonuses earned by the date of prior Employee during the twelve months preceding such termination). 13.2. The Change of Control Payment shall be paid to the Employee in full within 15 days twelve consecutive, equal monthly installments, on the fifteenth day of each calendar month commencing during the month next following the (1) the first to occur of the month in which the Employee is no longer employed by the Corporation and (2) the effective date of a general release from the Change of Control; provided, however, that such payment may be-deferred Employee in customary form for such period (not to exceed 90 days) following the date of the Change of Control as the Bank requests that Executive continue to provide services to it. If Executive voluntarily terminates employment with Bank prior to the date (not more than 90 days following the date of the Change of Control) specified by Bank, Executive shall forfeit his right to receive the Change of Control Paymentcircumstances. The Change of Control Payment shall be in lieu of any other claim for compensation under this Agreement, any wage continuation law or at common law, or any claim to severance or similar payments or benefits which the Employee may otherwise have or make. If group health plan benefits continue for employees of the Corporation following such Change of Control, the Health Benefit shall also continue for a twelve month period. Without limiting any other rights or remedies which the Corporation may have, it is understood that the Corporation shall be under no further obligation to make any such Change of Control Payments and shall be entitled to be reimbursed therefor by the Employee or his estate if the Employee violates any of the covenants set forth in this Agreement. 13.3. In the event that the Change of Control Payment shall become payable to the Employee, the Employee shall not be required, either in mitigation of damages or by the terms of any provisions of this Agreement or otherwise, to seek or accept other employment, and if the Employee does accept other employment, any benefits or payments under this Agreement shall not be reduced by any compensation which Executive may receive from Bank earned or from other employment with another employer should Executive's employment with Bank terminate. (b) All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes (c) If, after a Change of Control Executive prevails in any action to enforce this Agreement, then Bank shall be obligated to reimburse Executive far all reasonable fees and expenses, including reasonable attorneys' fees of counsel chosen by Executive in his sole discretion. (d) Notwithstanding any other provision of this Agreement or of any other agreement, understanding or compensation plan, Bank shall not be obligated to pay any amounts which violate restrictions imposed, or which may in the future be imposed, on such payments by Bank pursuant to Section 18(k)(l) of the Federal Deposit Insurance Act, or any regulations or orders which are or may be promulgated thereunder; nor shall any payments be made which would constitute an "unsafe or unsound banking practice" pursuant to 12 U.C.C. Section 18(b). (e) Notwithstanding any other provision hereof, in the event that any payment or benefit benefits received or to be received by Executive in connection with a Change of Control would not be deductible (in whole or part) as a result of Section 280G of the Internal Revenue Code, by Bank, an affiliate or other person making such payment or providing such benefit, the Change of Control Payment shall reduced until no portion is not deductible, or the Change of Control Payment is reduced to zeroemployment. 13.4. For purposes of this limitationSection, (i) no portion "Good Reason" shall mean the occurrence of any of the following events: (a) a material adverse change in the nature or scope of the Employee's responsibilities, authorities, title, powers, functions or reporting procedures prior to a Change of Control Payment (other than changes to reflect the receipt integration of the Corporation with an acquiror's operations which do not amount to the functional equivalent of a demotion); (b) a reduction in the Employee's annual base Salary as in effect immediately prior to a Change of Control; or enjoyment (c) the relocation of the office at which Executive shall have effectively waived in writing the Employee is principally employed immediately prior to a Change of Control to a location more than 50 miles from such office or the requirement by the acquiror for the Employee to be based anywhere other than such current office, except for required business travel to an extent substantially consistent with the Employee's business travel obligations immediately prior to the date of payment of Change or Control. 13.5. In addition, after the Change of Control Payment shall be taken into account; (ii) no portion of the Change of Control Payment shall be taken into account which in the opinion of tax counsel selected by Bank's independent auditors and acceptable to Executive does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code; (iii) the Change of Control Payment shall be reduced only to the extent necessary so that such payment shall constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Internal Revenue Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non cash benefit or any deferred payment or benefit included in the Change of Control Payment shall be determined by Bank's independent auditors in accordance Employee has been employed with the principles company for a period of Sections 280G(d)(3) and (4) three months, all outstanding stock options shall vest upon a change of the Internal Revenue Codecontrol.

Change of Control Payment. (a) If there is In the event a Change of ControlControl (defined in Section 4(a) below) occurs during the Employee's employment with the Corporation, the Corporation shall be obligated, subject to the limitation contained in Section 2(b) below, to pay the Employee, as compensation for services rendered to the Corporation, an amount equal to: (i) during any time Executive is a full-time executive officer the amount of Bankthe Employee's annual base salary in effect on the date the Change of Control occurs, or and (ii) within six an amount equal to the sum of (6A) the bonus payable to the Employee for the year during which the Change of Control occurs, prorated through the date the Change of Control occurs, plus (B) the average annual bonus paid to the Employee for the two complete fiscal years that precede the fiscal year during which the Change of Control occurs. In addition, the Corporation shall waive for 12 months following Executivethe Employee's termination of employment by Bank(whenever such termination shall occur) any required premium payment due from the Employee to allow the Employee to continue the Employee's coverage under the Corporation's group health plan pursuant to Public Law 99-272, other than for Cause or by reason of Executive's death or DisabilityTitle X (i.e., then Executive "COBRA"). The Employee shall not be entitled to receive a payment the foregoing change of control benefits if the Employee is terminated for Cause (as defined in Section 4(b)) prior to the "CHANGE OF CONTROL PAYMENT") in consideration of services previously rendered to Bank. The Change of Control Payment Control. Amounts payable by the Corporation pursuant to this Section 2(a) shall be paid to the Employee in substantially equal installments (subject to any applicable payroll or other taxes required to be withheld), over a one year period, without interest, with the first such payment made as a lump sum cash payment equal to one times (1x) Executive's annual base salary (calculated as of not later than 30 days after the date of the Change of Control or, occurs and with succeeding installments paid in accordance with the case Corporation's regular payroll cycles for executive employees. In the event the Employee dies prior to the payment of all amounts due pursuant to this Section 2(a)(ii2(a), calculated as of the date of prior termination). The Change of Control Payment remaining unpaid installments shall be paid to his estate. Notwithstanding the foregoing, at the sole election of the Corporation, the entire amount payable to the Employee pursuant to this Section 2(a) may be paid in full within 15 days a lump sum, not later than the 30th day following the date of the Change of Control; provided, however, that such payment may be-deferred for such period (not to exceed 90 days) following the date of the Change of Control as the Bank requests that Executive continue to provide services to it. If Executive voluntarily terminates employment with Bank prior to the date (not more than 90 days following the date of the Change of Control) specified by Bank, Executive shall forfeit his right to receive the Change of Control Payment. The Change of Control Payment shall not be reduced by any compensation which Executive may receive from Bank or from other employment with another employer should Executive's employment with Bank terminateoccurs. (b) All payments made pursuant to Notwithstanding anything in this Agreement will be subject to withholding of applicable income and employment taxes (c) If, after a Change of Control Executive prevails in any action to enforce this Agreement, then Bank shall be obligated to reimburse Executive far all reasonable fees and expenses, including reasonable attorneys' fees of counsel chosen by Executive in his sole discretion. (d) Notwithstanding any other provision of this Agreement or of any other agreement, understanding or compensation plan, Bank shall not be obligated to pay any amounts which violate restrictions imposed, or which may in the future be imposed, on such payments by Bank pursuant to Section 18(k)(l) of the Federal Deposit Insurance Act, or any regulations or orders which are or may be promulgated thereunder; nor shall any payments be made which would constitute an "unsafe or unsound banking practice" pursuant to 12 U.C.C. Section 18(b). (e) Notwithstanding any other provision hereofcontrary, in the event that any payment the amount payable to the Employee pursuant to Section 2(a) above, when added to all other amounts paid or benefit to be paid to, and the value of all property received or to be received by Executive the Employee in connection with anticipation of or following a Change of Control, whether paid or received pursuant to this Agreement or otherwise (such other amounts and property being referred to herein as "Other Change of Control Payments"), would not be deductible (in whole or part) as a result constitute an excess parachute payment within the meaning of Section 280G of the Internal Revenue CodeCode of 1986, by Bankas amended (or any successor or renumbered section), an affiliate or other person making then the amount payable pursuant to Section 2(a) of this Agreement shall be reduced to the maximum amount which, when added to such payment or providing such benefit, the Other Change of Control Payment shall reduced until no portion is not deductiblePayments, or the Change of Control Payment is reduced to zero. For purposes of this limitation, (i) no portion of the Change of Control Payment the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Change of Control Payment shall be taken into account; (ii) no portion of the Change of Control Payment shall be taken into account which in the opinion of tax counsel selected by Bank's independent auditors and acceptable to Executive does not constitute a "an excess parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code; (iii) the Change of Control Payment shall be reduced only to the extent necessary so that such payment shall constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Internal Revenue Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non cash benefit or any deferred payment or benefit included in the Change of Control Payment shall be determined by Bank's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Internal Revenue Code.

Change of Control Payment. (a) If there is a Change of Control, (i) during any time Executive is a full-time executive officer of Bancorp or the Bank, or (ii) within six (6) months following the date of Executive's termination of employment by Bank, other than for Cause or by reason of Executive's death or Disability, then Executive shall be entitled to receive a payment (the "CHANGE OF CONTROL PAYMENT") in consideration of services previously rendered to BankPatriot. The Change of Control Payment shall be made as a lump sum cash payment equal to one the greater of (A) 2.5 times (1x) Executive's annual base salary (calculated as of the date of the Change of Control or, in the case of Section 2(a)(ii), calculated as of the date of prior termination), or (B) 2.5 times Executive's total compensation, including salary and any cash incentive compensation, from Patriot for services rendered for the last full calendar year immediately preceding the Change of Control. The Change of Control Payment shall be paid in full within 15 days following the date of the Change of Control; providedPROVIDED, howeverHOWEVER, that such payment may be-be deferred for such period (not to exceed 90 dayssix months) following the date of the Change of Control as if Bancorp or the Bank requests that Executive continue to provide services to it. If Executive voluntarily terminates employment with Bancorp or the Bank prior to the date (not more than 90 days six months following the date of the Change of Control) specified by Bancorp or the Bank, Executive shall forfeit his right to receive the Change of Control Payment. The Change of Control Payment shall not be reduced by any compensation which Executive may receive from Bancorp or the Bank or from other employment with another employer should Executive's employment with Bancorp or the Bank terminate. In addition, and notwithstanding the foregoing, in the event Executive gives Bancorp or the Bank notice that Executive will voluntarily terminate his employment pursuant to his employment agreement with Bancorp or the Bank and thereafter a Change of Control occurs, Executive shall have no right to receive the Change of Control Payment. (b) All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes. (c) If, after a Change of Control Control, Executive prevails in any action to enforce this Agreement, then Bancorp or the Bank shall be obligated to reimburse Executive far for all reasonable fees and expenses, including reasonable attorneys' fees of counsel chosen by Executive in his sole discretion. (d) Notwithstanding any other provision of this Agreement or of any other agreement, understanding or compensation plan, Bank shall not be obligated to pay any amounts which violate restrictions imposed, or which may in the future be imposed, on such payments by Bank pursuant to Section 18(k)(l18(k)(1) of the Federal Deposit Insurance Act, or any regulations or orders which are or may be promulgated thereunder; nor shall any payments be made which would constitute an "unsafe or unsound banking practice" pursuant to 12 U.C.C. Section 18(b). (e) Notwithstanding any other provision hereof, in the event that any payment or benefit received or to be received by Executive in connection with a Change of Control would not be deductible (in whole or part) as a result of Section 280G of the Internal Revenue Code, by BankPatriot, an affiliate or other person making such payment or providing such benefit, the Change of Control Payment shall be reduced until no portion is not deductible, or the Change of Control Payment is reduced to zero. For purposes of this limitation, (i) no portion of the Change of Control Payment the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Change of Control Payment shall be taken into account; (ii) no portion of the Change of Control Payment shall be taken into account which in the opinion of tax counsel selected by BankPatriot's independent auditors and acceptable to Executive does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code; (iii) the Change of Control Payment shall be reduced only to the extent necessary so that such payment shall constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Internal Revenue Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non cash benefit or any deferred payment or benefit included in the Change of Control Payment shall be determined by BankPatriot's independent auditors auditors, in accordance with the principles of Sections 280G(d)(3) and (4) of the Internal Revenue Code. In the event that Patriot's independent auditors cannot or decline to act as aforesaid, their duties may be discharged by such other independent professional firm as the Board of Directors of Bancorp may determine.

Change of Control Payment. Subject to the provisions herein (aincluding, without limitation, the restrictions on payment contained in Section 3 and the subordination provisions contained in Section 4): (i) If there is upon a Change of Control, the Noteholder shall have the right to require the Issuer to repurchase this Note at a repurchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest if any, to the date of repurchase, in accordance with the terms contemplated in clause (iii) during any time Executive is a full-time executive officer of Bank, or below; (ii) within six (6) months 10 Business Days following Executive's termination of employment by Bank, other than for Cause or by reason of Executive's death or Disability, then Executive shall be entitled to receive a payment (the "CHANGE OF CONTROL PAYMENT") in consideration of services previously rendered to Bank. The Change of Control Payment shall be made as a lump sum cash payment equal to one times (1x) Executive's annual base salary (calculated as of the date of the Change of Control or, in the case of Section 2(a)(ii), calculated as of the date of prior termination). The Change of Control Payment shall be paid in full within 15 days following the date of the any Change of Control; provided, however, the Issuer shall notify the Noteholder that such payment may be-deferred for such period (not to exceed 90 days) following the date of the Change of Control as the Bank requests that Executive continue to provide services to it. If Executive voluntarily terminates employment with Bank prior to the date (not more than 90 days following the date of the Change of Control) specified by Bank, Executive shall forfeit his right to receive the Change of Control Payment. The Change of Control Payment shall not be reduced by any compensation which Executive may receive from Bank or from other employment with another employer should Executive's employment with Bank terminate. (b) All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes (c) If, after a Change of Control Executive prevails has occurred. Such notice shall provide that the Noteholder has the right to require the Issuer to repurchase this Note at a repurchase price in any action cash equal to enforce this Agreement, then Bank shall be obligated to reimburse Executive far all reasonable fees and expenses, including reasonable attorneys' fees of counsel chosen by Executive in his sole discretion. (d) Notwithstanding any other provision of this Agreement or of any other agreement, understanding or compensation plan, Bank shall not be obligated to pay any amounts which violate restrictions imposed, or which may in the future be imposed, on such payments by Bank pursuant to Section 18(k)(l) 100% of the Federal Deposit Insurance Actprincipal amount thereof plus accrued and unpaid interest, or any regulations or orders which are or may be promulgated thereunder; nor shall any payments be made which would constitute an "unsafe or unsound banking practice" pursuant to 12 U.C.C. Section 18(b). (e) Notwithstanding any other provision hereofif any, in the event that any payment or benefit received or to be received by Executive in connection with a Change of Control would not be deductible (in whole or part) as a result of Section 280G of the Internal Revenue Code, by Bank, an affiliate or other person making such payment or providing such benefit, the Change of Control Payment shall reduced until no portion is not deductible, or the Change of Control Payment is reduced to zero. For purposes of this limitation, (i) no portion of the Change of Control Payment the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment repurchase and set forth the proposed date of the Change of Control Payment repurchase (which shall be taken into account; a Business Day and shall in no event be earlier than 10 Business Days from the date of such notice (ii) no portion of such date, the Change of Control Payment shall be taken into account which in the opinion of tax counsel selected by Bank's independent auditors and acceptable to Executive does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code; “Repurchase Date”)); (iii) the Change Noteholder shall notify the Issuer of Control Payment its election to tender the Note for purchase by the Issuer on the terms set forth in the notice by no later than 10 Business Days after receipt of such notice, which election shall be reduced only irrevocable and shall be in respect of not less than the entire Note. If the Noteholder shall not have informed the Issuer of its election at the expiration of such 10 Business Day period, the Noteholder shall be deemed conclusively not to have elected to tender the extent necessary so that such payment shall constitute reasonable compensation Note for services actually rendered within purchase by the meaning of Section 280G(b)(4) of the Internal Revenue Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii)Issuer; and and (iv) on the value of any non cash benefit or any deferred payment or benefit included Repurchase Date, the Noteholder shall tender the Note to the Issuer against the deposit by the Issuer in the Change of Control Payment Noteholder’s account (which account shall be determined by Bank's independent auditors the same account as set forth in accordance with the principles of Sections 280G(d)(3) and (4Section 1 above) of funds sufficient to pay the Internal Revenue Codepurchase price of the Note so tendered. Upon repurchase of the Note by the Issuer pursuant to this Section 2(b), the Note shall be cancelled and all obligations of the Issuer thereunder shall be terminated.

Change of Control Payment. (a) If there is a Change of Control, (i) during any time Executive is a full-time executive officer of Bancorp or the Bank, or (ii) within six (6) months following the date of Executive's termination of employment by Bank, other than for Cause or by reason of Executive's death or Disability, then Executive shall be entitled to receive a payment (the "CHANGE OF CONTROL PAYMENT") in consideration of services previously rendered to BankPatriot. The Change of Control Payment shall be made as a lump sum cash payment equal to one the greater of (A) 2.5 times (1x) Executive's annual base salary (calculated as of the date of the Change of Control or, in the case of Section 2(a)(ii), calculated as of the date of prior termination), or (B) 2.5 times Executive's total compensation, including salary and any cash incentive compensation, from Patriot for services rendered for the last full calendar year immediately preceding the Change of Control. The Change of Control Payment shall be paid in full within 15 days following the date of the Change of Control; providedPROVIDED, howeverHOWEVER, that such payment may be-be deferred for such period (not to exceed 90 dayssix months) following the date of the Change of Control as if Bancorp or the Bank requests that Executive continue to provide services to it. If Executive voluntarily terminates employment with Bancorp or the Bank prior to the date (not more than 90 days six months following the date of the Change of Control) specified by Bancorp or Bank, Executive shall forfeit his right to receive the Change of Control Payment. The Change of Control Payment shall not be reduced by any compensation which Executive may receive from Bancorp or Bank or from other employment with another employer should Executive's employment with Bancorp or Bank terminate. In addition, and notwithstanding the foregoing, in the event Executive gives Bancorp or the Bank notice that Executive will voluntarily terminate his employment pursuant to his employment agreement with Bancorp or Bank and thereafter a Change of Control occurs, Executive shall have no right to receive the Change of Control Payment. (b) All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes. (c) If, after a Change of Control Control, Executive prevails in any action to enforce this Agreement, then Bancorp or Bank shall be obligated to reimburse Executive far for all reasonable fees and expenses, including reasonable attorneys' fees of counsel chosen by Executive in his sole discretion. (d) Notwithstanding any other provision of this Agreement or of any other agreement, understanding or compensation plan, Bank shall not be obligated to pay any amounts which violate restrictions imposed, or which may in the future be imposed, on such payments by Bank pursuant to Section 18(k)(l18(k)(1) of the Federal Deposit Insurance Act, or any regulations or orders which are or may be promulgated thereunder; nor shall any payments be made which would constitute an "unsafe or unsound banking practice" pursuant to 12 U.C.C. Section 18(b). (e) Notwithstanding any other provision hereof, in the event that any payment or benefit received or to be received by Executive in connection with a Change of Control would not be deductible (in whole or part) as a result of Section 280G of the Internal Revenue Code, by BankPatriot, an affiliate or other person making such payment or providing such benefit, the Change of Control Payment shall be reduced until no portion is not deductible, or the Change of Control Payment is reduced to zero. For purposes of this limitation, (i) no portion of the Change of Control Payment the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Change of Control Payment shall be taken into account; (ii) no portion of the Change of Control Payment shall be taken into account which in the opinion of tax counsel selected by BankPatriot's independent auditors and acceptable to Executive does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code; (iii) the Change of Control Payment shall be reduced only to the extent necessary so that such payment shall constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Internal Revenue Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non cash benefit or any deferred payment or benefit included in the Change of Control Payment shall be determined by BankPatriot's independent auditors auditors, in accordance with the principles of Sections 280G(d)(3) and (4) of the Internal Revenue Code. In the event that Patriot's independent auditors cannot or decline to act as aforesaid, their duties may be discharged by such other independent professional firm as the Board of Directors of Bancorp may determine.

Change of Control Payment. (a) If there is a Change of Control, (i) during any time Executive is a full-time executive officer of Bank, or (ii) within six (6) months following the date of Executive's termination of employment by Bank, other than for Cause or by reason of Executive's death or Disability, then Executive shall be entitled to receive a payment (the "CHANGE OF CONTROL PAYMENT") in consideration of services previously rendered to Bank. The Change of Control Payment shall be made as a lump sum cash payment equal to one the greater of (A) two times (1x) Executive's annual base salary (calculated as of the date of the Change of Control or, in the case of Section 2(a)(ii), calculated as of the date of prior termination), or (B) two times Executive's total compensation, including salary and any cash incentive compensation, from Bank for services rendered for the last full calendar year immediately preceding the Change of Control. The Change of Control Payment shall be paid in full within 15 days following the date of the Change of Control; providedPROVIDED, howeverHOWEVER, that such payment may be-be deferred for such period (not to exceed 90 dayssix months) following the date of the Change of Control as if the Bank requests that Executive continue to provide services to it. If Executive voluntarily terminates employment with Bank prior to the date (not more than 90 days six months following the date of the Change of Control) specified by Bank, Executive shall forfeit his right to receive the Change of Control Payment. The Change of Control Payment shall not be reduced by any compensation which Executive may receive from Bank or from other employment with another employer should Executive's employment with Bank terminate. In addition, and notwithstanding the foregoing, in the event Executive gives Bank notice that Executive is voluntarily resigning his employment and thereafter a Change of Control occurs, Executive shall have no right to receive the Change of Control Payment. (b) All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes. (c) If, after a Change of Control Control, Executive prevails in any action to enforce this Agreement, then Bank shall be obligated to reimburse Executive far for all reasonable fees and expenses, including reasonable attorneys' fees of counsel chosen by Executive in his sole discretion. (d) Notwithstanding any other provision of this Agreement or of any other agreement, understanding or compensation plan, Bank shall not be obligated to pay any amounts which violate restrictions imposed, or which may in the future be imposed, on such payments by Bank pursuant to Section 18(k)(l18(k)(1) of the Federal Deposit Insurance Act, or any regulations or orders which are or may be promulgated thereunder; nor shall any payments be made which would constitute an "unsafe or unsound banking practice" pursuant to 12 U.C.C. Section 18(b). (e) Notwithstanding any other provision hereof, in the event that any payment or benefit received or to be received by Executive in connection with a Change of Control would not be deductible (in whole or part) as a result of Section 280G of the Internal Revenue Code, by BankPatriot, an affiliate or other person making such payment or providing such benefit, the Change of Control Payment shall be reduced until no portion is not deductible, or the Change of Control Payment is reduced to zero. For purposes of this limitation, (i) no portion of the Change of Control Payment the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Change of Control Payment shall be taken into account; (ii) no portion of the Change of Control Payment shall be taken into account which in the opinion of tax counsel selected by Bank's independent auditors and acceptable to Executive does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code; (iii) the Change of Control Payment shall be reduced only to the extent necessary so that such payment shall constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Internal Revenue Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non cash benefit or any deferred payment or benefit included in the Change of Control Payment shall be determined by BankPatriot's independent auditors auditors, in accordance with the principles of Sections 280G(d)(3) and (4) of the Internal Revenue Code. In the event that Patriot's independent auditors cannot or decline to act as aforesaid, their duties may be discharged by such other independent professional firm as the Board of Directors of Bancorp may determine.

Change of Control Payment. (a) If there is a Change of Control, (i) during any time Executive is a full-time executive officer of Bank, or (ii) within six (6) months following Executive's termination of employment by Bank, other than for Cause or by reason of Executive's death or Disability, then Executive shall be entitled to receive a payment (the "CHANGE OF CONTROL PAYMENTChange of Control Payment") in consideration of services previously rendered to Bank. The Change of Control Payment shall be made as a lump sum cash payment equal to one the greater of (A) two times (1x2x) Executive's annual base salary (calculated as of the date of the Change of Control or, in the case of Section 2(a)(ii), calculated as of the date of prior termination), or (B) Executive's total compensation, including salary and any cash incentive compensation, from Bank for services rendered for the last full calendar year immediately preceding the Change of Control. The Change of Control Payment shall be paid in full within 15 days following the date of the Change of Control; provided, however, that such payment may be-be deferred for such period (not to exceed 90 dayssix months) following the date of the Change of Control as the Bank requests that Executive continue to provide services to it. If Executive voluntarily terminates employment with Bank prior to the date (not more than 90 days six months following the date of the Change of Control) specified by Bank, Executive shall forfeit his right to receive the Change of Control Payment. The Change of Control Payment shall not be reduced by any compensation which Executive may receive from Bank or from other employment with another employer should Executive's employment with Bank terminate. In addition, and notwithstanding the foregoing, in the event Executive gives Bank notice that Executive will voluntarily terminate his employment pursuant to his employment agreement with Bank and thereafter a Change of Control occurs, Executive shall have no right to receive the Change of Control Payment. (b) All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes. (c) If, after a Change of Control Control, Executive prevails in any action to enforce this Agreement, then Bank shall be obligated to reimburse Executive far for all reasonable fees and expenses, including reasonable attorneys' fees of counsel chosen by Executive in his sole discretion. (d) Notwithstanding any other provision of this Agreement or of any other agreement, understanding or compensation plan, Bank shall not be obligated to pay any amounts which violate restrictions imposed, or which may in the future be imposed, on such payments by Bank pursuant to Section 18(k)(l18(k)(1) of the Federal Deposit Insurance Act, or any regulations or orders which are or may be promulgated thereunder; nor shall any payments be made which would constitute an "unsafe or unsound banking practice" pursuant to 12 U.C.C. Section 18(b). (e) Notwithstanding any other provision hereof, in the event that any payment or benefit received or to be received by Executive in connection with a Change of Control would not be deductible (in whole or part) as a result of Section 280G of the Internal Revenue Code, by Bank, an affiliate or other person making such payment or providing such benefit, the Change of Control Payment shall reduced until no portion is not deductible, or the Change of Control Payment is reduced to zero. For purposes of this limitation, (i) no portion of the Change of Control Payment the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Change of Control Payment shall be taken into account; (ii) no portion of the Change of Control Payment shall be taken into account which in the opinion of tax counsel selected by Bank's independent auditors and acceptable to Executive does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code; (iii) the Change of Control Payment shall be reduced only to the extent necessary so that such payment shall constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Internal Revenue Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non cash benefit or any deferred payment or benefit included in the Change of Control Payment shall be determined by Bank's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Internal Revenue Code.