Common use of Compensation During Disability or Upon Termination Clause in Contracts

Compensation During Disability or Upon Termination. (i) If, after a Change in Control of the Bancorp or the Bank, Executive shall fail to perform his or her duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive his or her full base salary monthly at the rate then in effect until his or her employment is terminated pursuant to paragraph 3(i) hereof (and for any longer period as may be provided under applicable plans). (ii) If, after a Change in Control of the Bancorp or the Bank, Executive’s employment shall be terminated for Cause, the Bank shall pay Executive his or her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Bank shall have no further obligations to Executive under this Agreement. (iii) In the event of a Change in Control of the Bancorp or the Bank, (I) the Bank shall terminate Executive’s employment, other than pursuant to paragraph 3(i), 3(ii) or 3(iii) hereof or by reason of death, or (II) Executive shall terminate his or her employment for Good Reason, or (III) Executive shall be entitled to payments pursuant to paragraph 5, then subject to any necessary prior regulatory approvals/non-objections including 12 CFR Part 359 of the FDIC rules and regulations, the Bank shall pay to Executive as severance pay (and without regard to the provisions of any benefit plan) in either (i) a lump sum equivalent to an amount equal to the Executive’s basic annual salary then in effect at the Date of Termination in cash on the fifth day following the Date of Termination, or (ii) in periodic payments over 12 months in accordance with the Bank’s normal payroll practices of an amount equal to Executive’s annual basic salary then in effect at the time of termination, less required withholdings. Such payments will be made (or begin if installment payments are made by the Bank) on the 60th day following termination if the release referred to in Section 4(vi) is executed and not revoked by that day. (iv) Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for in this paragraph 4 be reduced by any compensation earned by Executive as the result of employment by another employer after the Date of Termination, or otherwise. (v) The provisions of this Agreement, and any payment provided for hereunder, shall not reduce any amounts otherwise payable, or in any way diminish Executive’s existing rights, or rights which would accrue solely as a result of the passage of time, under any employee benefit plan of the Bancorp or the Bank, any employment agreement or other contract, plan or arrangement of the Bank, except to the extent necessary to prevent double payment under any severance plan or program of the Bancorp or the Bank in effect at the Date of Termination. (vi) Notwithstanding the foregoing, a Change in Control shall not include (A) any event, circumstances or transaction that results from the action of any entity or group that includes, is affiliated with, or is wholly or partly controlled by Employee (e.g., a management-led buyout), or (B) the repurchase by the Bancorp or the Bank or the redemption directly or indirectly, of securities of the Bancorp or the Bank representing 25% or more of the combined voting power of the Bancorp’s or the Bank’s then outstanding securities, or (C) changes precipitated by an assisted transaction, conservatorship, or receivership as provided in 12 CFR §359.4(a)(3) as long as the Bank is subject to the golden parachute payment provision of 12 CFR §359.