Common use of Discharge Without Cause Clause in Contracts

Discharge Without Cause. If Executive’s employment is terminated by the Company as a Discharge Without Cause, the Company shall continue, subject to Executive’s compliance with the obligations set forth in Sections 4(h) and (i), to pay to Executive an amount equal to Executive’s base salary, as provided in Section 3(a), at the annual rate in effect at the time of termination, for a period equal to six (6) months from the date of such termination (“Without Cause Severance Pay”). Without Cause Severance Pay shall also include, in addition to the foregoing, all amounts of base salary compensation, any accrued or vested benefits, and expense reimbursement earned to the effective date of termination but not yet paid by the Company. In addition, if the Executive is terminated in a Discharge Without Cause in the fourth calendar quarter of a year and the Executive and Company achieves the financial objectives on which Executive’s Annual Bonus for such year is based, then Executive shall be eligible to receive a pro-rata share of the Annual Bonus for such (pro-rata based on number of days he is employed by the Company in the year of his termination). Other than the foregoing, Executive shall not be entitled to any compensation hereunder for subsequent periods upon Executive’s termination of employment upon a Discharge Without Cause. Without Cause Severance Pay shall be payable to Executive in accordance with the Company’s general payroll practices as the same may exist from time to time. Without Cause Severance Pay will be paid to Executive in equal installments in accordance with the Company’s regular payroll schedule, commencing on the first normal payroll date of the Company following the Release Effective Date (as defined below) and continuing for the applicable period thereafter, with any amounts that otherwise would have been payable prior to the Release Effective Date being added to the initial installment. Other than Executive’s claims for earned amounts required to be paid, as a condition to receiving Without Cause Severance Pay, Executive shall execute a release of claims in the form attached hereto as Exhibit B (a “Release”, and the effective date of such release shall be referred to herein as the “Release Effective Date”) within 30 days following the date of Executive’s Discharge Without Cause.

Discharge Without Cause. If Executive’s employment is terminated by the Company as a Discharge Without Cause, the Company shall continue, subject to Executive’s compliance with the obligations set forth in Sections 4(h) and (i), to pay to Executive an amount equal to Executive’s base salary, as provided in Section 3(a), at the annual rate in effect at the time of termination, for a period equal to six (6) months from the date of such termination (“Without Cause Severance Pay”). Without Cause Severance Pay shall also include, in addition to the foregoing, all amounts of base salary compensation, any accrued or vested benefits, and expense reimbursement earned to the effective date of termination but not yet paid by the Company. In addition, if the Executive is terminated in a Discharge Without Cause in the fourth calendar quarter of a year and the Executive and Company achieves the financial objectives on which Executive’s Annual Bonus for such year is based, then Executive shall be eligible to receive a pro-rata share of the Annual Bonus for such (pro-rata based on number of days he Executive is employed by the Company in the year of his her termination). Other than the foregoing, Executive shall not be entitled to any compensation hereunder for subsequent periods upon Executive’s termination of employment upon a Discharge Without Cause. Without Cause Severance Pay shall be payable to Executive in accordance with the Company’s general payroll practices as the same may exist from time to time. Without Cause Severance Pay will be paid to Executive in equal installments in accordance with the Company’s regular payroll schedule, commencing on the first normal payroll date of the Company following the Release Effective Date (as defined below) and continuing for the applicable period thereafter, with any amounts that otherwise would have been payable prior to the Release Effective Date being added to the initial installment. Other than Executive’s claims for earned amounts required to be paid, as a condition to receiving Without Cause Severance Pay, Executive shall execute a release of claims in the form attached hereto as Exhibit B (a “Release”, and the effective date of such release shall be referred to herein as the “Release Effective Date”) within 30 days following the date of Executive’s Discharge Without Cause.

Discharge Without Cause. If Executive’s employment is terminated by the Company as a Discharge Without Cause, the Company shall continue, subject to Executive’s compliance with the obligations set forth in Sections 4(h), (i), (j) and (ik), to pay to Executive an amount equal to Executive’s base salary, as provided in Section 3(a), at the annual rate in effect at the time of termination, for a period equal to six (6) months from the date of such termination (“Without Cause Severance Pay”). Without Cause Severance Pay shall also include, in addition to the foregoing, all amounts of base salary compensation, any accrued or vested benefits, and expense reimbursement earned to the effective date of termination but not yet paid by the Company. In addition, if the Executive is terminated in a Discharge Without Cause in the fourth calendar quarter of a year and the Executive and Company achieves the financial objectives on which Executive’s Annual Bonus for such year is based, then Executive shall be eligible to receive a pro-rata share of the Annual Bonus for such (pro-rata based on number of days he Executive is employed by the Company in the year of his termination). Other than the foregoing, Executive shall not be entitled to any compensation hereunder for subsequent periods upon Executive’s termination of employment upon a Discharge Without Cause. Without Cause Severance Pay shall be payable to Executive in accordance with the Company’s general payroll practices as the same may exist from time to time. Without Cause Severance Pay will be paid to Executive in equal installments in accordance with the Company’s regular payroll schedule, commencing on the first normal payroll date of the Company following the Release Effective Date (as defined below) and continuing for the applicable period thereafter, with any amounts that otherwise would have been payable prior to the Release Effective Date being added to the initial installment. Other than Executive’s claims for earned amounts required to be paid, as a condition to receiving Without Cause Severance Pay, Executive shall execute a release of claims in the form attached hereto as Exhibit B (a “Release”, and the effective date of such release shall be referred to herein as the “Release Effective Date”) within 30 days following the date of Executive’s Discharge Without Cause.

Discharge Without Cause. If The Company may terminate the Executive and this Agreement at any time during the Term for any reason, without Cause (as defined in Section 7(e) below) upon thirty (30) days’ written notice to the Executive’s employment is terminated by the Company as a Discharge Without Cause. Upon such termination, the Company shall continue, subject will have no further liability to Executive’s compliance the Executive other than to provide the Executive with the obligations set forth in Sections 4(h) and (i)) that portion of the Base Salary under Section 4(a) earned through the date of the termination, to (ii) severance pay to Executive in an amount equal to the Executive’s base salarythen-current Base Salary, less applicable deductions, for a period of twelve (12) months (the “Severance Period”) following the Executive’s Separation from Service, and (iii) the Company’s portion of the premium for continued coverage under the Company’s group health and dental insurance plan during the Severance Period following the Executive’s termination, provided the Executive applies and remains eligible for such continuation coverage under applicable law, and provided further that the Executive authorizes the Company to deduct only the Executive’s portion of such premiums from the severance payments. It is understood that the period the Company makes such payments will run concurrently with the period of continuation coverage for which the Executive may be eligible under applicable law. The Executive’s receipt of the severance payments and premium payments by the Company set forth in this paragraph (c) are conditioned upon the Executive executing a comprehensive release and waiver agreement and covenant not to ▇▇▇ as provided in Section 3(a), at by the annual rate in effect Company at the time of termination. Severance payments will be made in equal installments on dates corresponding with the Company’s regular pay dates during the Severance Period. Notwithstanding the foregoing, for a period equal to if the severance pay that is payable during the first six (6) months following the Executive’s Separation from Service exceeds two times the lesser of (1) the Executive’s annualized compensation paid by the Company for the calendar year preceding the calendar year in which the Separation from Service occurs (as adjusted for any increase during that year that was expected to continue indefinitely if the Separation from Service had not occurred), or (2) the compensation limit in effect pursuant to Code Section 401(a)(17) for the calendar year in which the Executive’s Separation from Service occurs, then payment of such excess shall be delayed and paid in a lump sum on the first day of the seventh (7th) month following the month in which the Separation from Service occurs, and in such event, the payment shall be accompanied by a payment of interest calculated at the rate of interest announced by the Federal Reserve Board (or any successor thereto) from time to time as the “federal funds rate”, such rate to be determined on the date of such termination (“Without Cause Severance Pay”). Without Cause Severance Pay shall also include, in addition to the foregoing, all amounts of base salary compensation, any accrued or vested benefits, and expense reimbursement earned to the effective date of termination but not yet paid by the Company. In addition, if the Executive is terminated in a Discharge Without Cause in the fourth calendar quarter of a year and the Executive and Company achieves the financial objectives on which Executive’s Annual Bonus for such year is based, then Executive shall be eligible to receive a pro-rata share of the Annual Bonus for such (pro-rata based on number of days he is employed by the Company in the year of his termination). Other than the foregoing, Executive shall not be entitled to any compensation hereunder for subsequent periods upon Executive’s termination of employment upon a Discharge Without Cause. Without Cause Severance Pay shall be payable to Executive in accordance with the Company’s general payroll practices as the same may exist from time to time. Without Cause Severance Pay will be paid to Executive in equal installments in accordance with the Company’s regular payroll scheduleemployment, commencing on the first normal payroll date of the Company following the Release Effective Date (as defined below) and continuing for the applicable period thereafter, with any amounts that otherwise would have been payable prior to the Release Effective Date being added to the initial installment. Other than Executive’s claims for earned amounts required to be paid, as a condition to receiving Without Cause Severance Pay, Executive shall execute a release of claims in the form attached hereto as Exhibit B (a “Release”, and the effective date of such release shall be referred to herein as the “Release Effective Date”) within 30 days following the date of Executive’s Discharge Without Causecompounded quarterly.

Discharge Without Cause. If Executive’s employment is terminated by The Company may discharge the Company as Executive at any time during the Employment Period and, unless such discharge constitutes a Discharge Without discharge with Cause, the Company shall continueshall, subject to Employee’s execution of a general release of claims in a form reasonably satisfactory to the Bank (provided that any such release agreement shall be provided to the Executive within ten days after his termination of employment and must become effective and irrevocable within sixty (60) days thereafter), pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable): (a) the Standard Termination Entitlements. (b) continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability coverage plans under the plans and programs maintained by the Company for similarly situated employees until the earlier to occur of: (A) the date the Executive first becomes eligible for such benefit coverage plans under the plans or programs maintained by a subsequent employer; or (B) the date the Remaining Unexpired Employment Period terminates, as extended as applicable under Section 2(a) above; (c) an amount (the “Salary Severance Payment”) equal to the greater of (1) the Executive’s compliance with annual salary at the obligations set forth rate in Sections 4(heffect immediately prior to his termination of employment, or (2) and (i), to pay to the salary that Executive an amount equal to Executive’s base salarywould have earned if he had continued working for the Company during the Remaining Unexpired Employment Period, as provided in extended as applicable under Section 3(a)2(a) above, at the highest annual rate in effect at the time of termination, for a period equal to six (6) months from the date of such termination (“Without Cause Severance Pay”). Without Cause Severance Pay shall also include, in addition to the foregoing, all amounts of base salary compensation, any accrued or vested benefits, and expense reimbursement earned to the effective date of termination but not yet paid by the Company. In addition, if the Executive is terminated in a Discharge Without Cause in the fourth calendar quarter of a year and the Executive and Company achieves the financial objectives on which Executive’s Annual Bonus for such year is based, then Executive shall be eligible to receive a pro-rata share achieved during that portion of the Annual Bonus for such (pro-rata based on number of days he Employment Period which is employed by the Company in the year of his termination). Other than the foregoing, Executive shall not be entitled prior to any compensation hereunder for subsequent periods upon Executive’s termination of employment upon with the Company payable in a Discharge Without Causelump sum payment with no reduction for present value applied, such Salary Severance Payment to be paid in lieu of all other payments of salary provided for under this Agreement in respect of the period following any such termination; and (d) an amount equal to the highest annual cash bonus achieved during the period of three (3) years ending immediately prior to the date of termination (the “Bonus Severance Payment”). Without Cause The Bonus Severance Pay Payment shall be payable to Executive in accordance a lump sum payment with the Company’s general payroll practices as the same may exist from time to time. Without Cause Severance Pay will no reduction for present value applied, and such amount shall be paid in lieu of any claim to Executive a continuation of the participation in equal installments in accordance with the Company’s regular payroll schedule, commencing on the first normal payroll date annual bonus plans of the Company following which the Release Effective Date Company might otherwise have. For purposes of the remainder of this Agreement, the payments and benefits (as defined belowif any) and continuing for the applicable period thereafterdue under sections 12(b), with any amounts that otherwise would have been payable prior to the Release Effective Date being added to the initial installment. Other than Executive’s claims for earned amounts required to be paid, as a condition to receiving Without Cause Severance Pay, Executive shall execute a release of claims in the form attached hereto as Exhibit B (a “Release”12(c), and the effective date of such release 12(d) shall be referred to herein as the “Release Effective Date”Additional Termination Entitlements.” In addition, the payments described in sections 12(a), 12(c) and 12(d) shall be made within 30 days 2 1/2 months following the date end of the taxable year of the Executive or the Company, whichever is longer, in which the termination event occurs. To that end, the Executive’s Discharge Without Cause, the Company and the Bank agree that the termination benefits described in sections 12(a), 12(c) and 12(d) are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals and the termination benefits described in this section 12(b) are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(1) as non-taxable benefits.

Discharge Without Cause. If Executive’s employment is terminated by the Company as a Discharge Without Cause, the Company shall continue, subject to Executive’s compliance with the obligations set forth in Sections 4(h) and (i), to pay to Executive an amount equal to Executive’s base salary, as provided in Section 3(a), at the annual rate in effect at the time of termination, for a period equal to six twelve (612) months from the date of such termination (“Without Cause Severance Pay”). Without Cause Severance Pay shall also include, in addition to the foregoing, all amounts of base salary compensation, any accrued or vested benefits, and expense reimbursement earned to the effective date of termination but not yet paid by the Company. In addition, if the Executive is terminated in a Discharge Without Cause in the fourth calendar quarter of a year and the Executive and Company achieves the financial objectives on which Executive’s Annual Bonus for such year is based, then Executive shall be eligible to receive a pro-rata share of the Annual Bonus for such (pro-rata based on number of days he is employed by the Company in the year of his termination). Other than the foregoing, Executive shall not be entitled to any compensation hereunder for subsequent periods upon Executive’s termination of employment upon a Discharge Without Cause. Without Cause Severance Pay shall be payable to Executive in accordance with the Company’s general payroll practices as the same may exist from time to time. Without Cause Severance Pay will be paid to Executive in equal installments in accordance with the Company’s regular payroll schedule, commencing on the first normal payroll ​ date of the Company following the Release Effective Date (as defined below) and continuing for the applicable period thereafter, with any amounts that otherwise would have been payable prior to the Release Effective Date being added to the initial installment. Other than Executive’s claims for earned amounts required to be paid, as a condition to receiving Without Cause Severance Pay, Executive shall execute a release of claims in the form attached hereto as Exhibit B (a “Release”, and the effective date of such release shall be referred to herein as the “Release Effective Date”) within 30 days following the date of Executive’s Discharge Without Cause.

Discharge Without Cause. If Executive’s employment is terminated by the Company as a Discharge Without Cause, the Company shall continue, subject to Executive’s compliance with the obligations set forth in Sections 4(h) and (i), to pay to Executive an amount equal to Executive’s base salary, as provided in Section 3(a), at the annual rate in effect at the time of termination, for a period equal to six twelve (612) months from the date of such termination (“Without Cause Severance Pay”). Without Cause Severance Pay shall also include, in addition to the foregoing, all amounts of base salary compensation, any accrued or vested benefits, and expense reimbursement earned to the effective date of termination but not yet paid by the Company. In addition, if the Executive is terminated in a Discharge Without Cause in the fourth calendar quarter of a year and the Executive and Company achieves the financial objectives on which Executive’s Annual Bonus for such year is based, then Executive shall be eligible to receive a pro-rata share of the Annual Bonus for such (pro-rata based on number of days he Executive is employed by the Company in the year of his termination). Other than the foregoing, Executive shall not be entitled to any compensation hereunder for subsequent periods upon Executive’s termination of employment upon a Discharge Without Cause. Without Cause Severance Pay shall be payable to Executive in accordance with the Company’s general payroll practices as the same may exist from time to time. Without Cause Severance Pay will be paid to Executive in equal installments in accordance with the Company’s regular payroll schedule, commencing on the first normal payroll date of the Company following the Release Effective Date (as defined below) and continuing for the applicable period thereafter, with any amounts that otherwise would have been payable prior to the Release Effective Date being added to the initial installment. Other than Executive’s claims for earned amounts required to be paid, as a condition to receiving Without Cause Severance Pay, Executive shall execute a release of claims in the form attached hereto as Exhibit B (a “Release”, and the effective date of such release shall be referred to herein as the “Release Effective Date”) within 30 days following the date of Executive’s Discharge Without Cause.

Discharge Without Cause. If Executive’s employment is terminated by the Company as a Discharge Without Cause, the Company shall continue, subject to Executive’s compliance with the obligations set forth in Sections 4(h) and (i), to pay to Executive an amount equal to Executive’s base salary, as provided in Section 3(a), at the annual rate in effect at the time of termination, for a period equal to six (6) months from the date of such termination (“Without Cause Severance Pay”). Without Cause Severance Pay shall also include, in addition to the foregoing, all amounts of base salary compensation, any accrued or vested benefits, and expense reimbursement earned to the effective date of termination but not yet paid by the Company. In addition, if the Executive is terminated in a Discharge Without Cause in the fourth calendar quarter of a year and the Executive and Company achieves the financial objectives on which Executive’s Annual Bonus for such year is based, then Executive shall be eligible to receive a pro-rata share of the Annual Bonus for such (pro-rata based on number of days he Executive is employed by the Company in the year of his her termination). Other than the foregoing, Executive shall not be entitled to any compensation hereunder for subsequent periods upon Executive’s termination of employment upon a Discharge Without Cause. Without Cause Severance Pay shall be payable to Executive in accordance with the Company’s general payroll practices as the same may exist from time to time. Without Cause Severance Pay will be paid to Executive in equal installments in accordance with the Company’s regular payroll schedule, commencing on the first normal payroll date of the Company following the Release Effective Date (as defined below) and continuing for the applicable period thereafter, with any amounts that otherwise would have been payable prior to the Release Effective Date being added to the initial installment. Other than Executive’s claims for earned amounts required to be paid, as a condition to receiving Without Cause Severance Pay, Executive shall execute a release of claims in the form attached hereto as Exhibit B (a “Release”, and the effective date of such release shall be referred to herein as the “Release Effective Date”) within 30 days following the date of Executive’s Discharge Without Cause.. ​

Discharge Without Cause. If Executive’s employment is terminated by the Company as a Discharge Without Cause, the Company shall continue, subject to Executive’s compliance with the obligations set forth in Sections 4(h) and (i), to pay to Executive an amount equal to Executive’s base salary, as provided in Section 3(a), at the annual rate in effect at the time of termination, for a period equal to six twelve (612) months from the date of such termination (“Without Cause Severance Pay”). Without Cause Severance Pay shall also include, in addition to the foregoing, all amounts of base salary compensation, any accrued or vested benefits, and expense reimbursement earned to the effective date of termination but not yet paid by the ​ ​ Company. In addition, if the Executive is terminated in a Discharge Without Cause in the fourth calendar quarter of a year and the Executive and Company achieves the financial objectives on which Executive’s Annual Bonus for such year is based, then Executive shall be eligible to receive a pro-rata share of the Annual Bonus for such (pro-rata based on number of days he Executive is employed by the Company in the year of his her termination). Other than the foregoing, Executive shall not be entitled to any compensation hereunder for subsequent periods upon Executive’s termination of employment upon a Discharge Without Cause. Without Cause Severance Pay shall be payable to Executive in accordance with the Company’s general payroll practices as the same may exist from time to time. Without Cause Severance Pay will be paid to Executive in equal installments in accordance with the Company’s regular payroll schedule, commencing on the first normal payroll date of the Company following the Release Effective Date (as defined below) and continuing for the applicable period thereafter, with any amounts that otherwise would have been payable prior to the Release Effective Date being added to the initial installment. Other than Executive’s claims for earned amounts required to be paid, as a condition to receiving Without Cause Severance Pay, Executive shall execute a release of claims in the form attached hereto as Exhibit B (a “Release”, and the effective date of such release shall be referred to herein as the “Release Effective Date”) within 30 days following the date of Executive’s Discharge Without Cause.

Discharge Without Cause. If Executive’s employment is terminated The Company may discharge the Executive at any time during the Employment Period and, unless such discharge constitutes a discharge with Cause: (a) The Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements. (b) continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability coverage plans under the plans and programs maintained by the Company as for similarly situated employees until the earlier to occur of: (A) the date the Executive first becomes eligible for such benefit coverage plans under the plans or programs maintained by a Discharge Without Cause, subsequent employer; or (B) the Company shall continue, subject to Executive’s compliance with date the obligations set forth in Sections 4(hRemaining Unexpired Employment Period terminates; (c) and (i), to pay to Executive an amount equal to Executive’s base salary, as provided in Section 3(a), the salary that Executive would have earned if he had continued working for the Company during the Remaining Unexpired Employment Period at the highest annual rate in effect at the time of termination, for a period equal to six (6) months from the date of such termination (“Without Cause Severance Pay”). Without Cause Severance Pay shall also include, in addition to the foregoing, all amounts of base salary compensation, any accrued or vested benefits, and expense reimbursement earned to the effective date of termination but not yet paid by the Company. In addition, if the Executive is terminated in a Discharge Without Cause in the fourth calendar quarter of a year and the Executive and Company achieves the financial objectives on which Executive’s Annual Bonus for such year is based, then Executive shall be eligible to receive a pro-rata share achieved during that portion of the Annual Bonus for such (pro-rata based on number of days he Employment Period which is employed by the Company in the year of his termination). Other than the foregoing, Executive shall not be entitled prior to any compensation hereunder for subsequent periods upon Executive’s termination of employment upon a Discharge Without Cause. Without Cause Severance Pay shall be payable to Executive in accordance with the Company’s general payroll practices as Company (the same may exist from time to time. Without Cause “Salary Severance Pay will be paid to Executive in equal installments Payment”) payable in accordance with the Company’s regular payroll scheduleperiods for its officers (or at the Company’s election in a lump sum with no present value applied), commencing such Salary Severance Payment to be paid in lieu of all other payments of salary provided for under this Agreement in respect of the period following any such termination; and (d) an amount equal to the value of the annual bonuses that the Executive would have earned if he had continued working for the Company during the Remaining Unexpired Employment Period at the highest annual rate of salary achieved during the period of three (3) years ending immediately prior to the date of termination (the “Bonus Severance Payment”). The Bonus Severance Payment shall be computed using the following formula: where “BSP” is the amount of the Bonus Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “SSP” is the amount of the Salary Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “ABP” is the aggregate of the annual bonuses paid or declared (whether or not paid) for the most recent period of three (3) calendar years to end on or before the first normal payroll date Executive’s termination of employment; and “ASP” is the aggregate base salary actually paid to the Executive during such period of three (3) calendar years. The Bonus Severance Payment shall be in lieu of any claim to a continuation of participation in annual bonus plans of the Company following which the Release Effective Date (as defined below) Executive might otherwise have and continuing for shall be payable at the applicable period thereafter, with any amounts times that otherwise such bonuses would have been payable prior paid to the Release Effective Date being added to Executive had he remained employed by the initial installmentCompany. Other than Executive’s claims for earned amounts required to be paidFor purposes of the remainder of this Agreement, as a condition to receiving Without Cause Severance Paythe payments and benefits (if any) due under sections 12(b), Executive shall execute a release of claims in the form attached hereto as Exhibit B (a “Release”12(c), and the effective date of such release 12(d) shall be referred to herein as the “Release Effective DateAdditional Termination Entitlements.”) within 30 days following the date of Executive’s Discharge Without Cause.

Discharge Without Cause. If Executive’s employment is terminated by The Company may discharge the Company as Executive at any time during the Employment Period and, unless such discharge constitutes a Discharge Without discharge with Cause, the Company shall continueshall, subject to Employee’s execution of a general release of claims in a form reasonably satisfactory to the Bank, pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable): (a) the Standard Termination Entitlements. (b) continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability coverage plans under the plans and programs maintained by the Company for similarly situated employees until the earlier to occur of: (A) the date the Executive first becomes eligible for such benefit coverage plans under the plans or programs maintained by a subsequent employer; or (B) the date the Remaining Unexpired Employment Period terminates, as extended as applicable under Section 2(a) above; (c) an amount (the “Salary Severance Payment”) equal to the greater of (1) the Executive’s compliance with annual salary at the obligations set forth rate in Sections 4(heffect immediately prior to his termination of employment, or (2) and (i), to pay to the salary that Executive an amount equal to Executive’s base salarywould have earned if he had continued working for the Company during the Remaining Unexpired Employment Period, as provided in extended as applicable under Section 3(a)2(a) above, at the highest annual rate in effect at the time of termination, for a period equal to six (6) months from the date of such termination (“Without Cause Severance Pay”). Without Cause Severance Pay shall also include, in addition to the foregoing, all amounts of base salary compensation, any accrued or vested benefits, and expense reimbursement earned to the effective date of termination but not yet paid by the Company. In addition, if the Executive is terminated in a Discharge Without Cause in the fourth calendar quarter of a year and the Executive and Company achieves the financial objectives on which Executive’s Annual Bonus for such year is based, then Executive shall be eligible to receive a pro-rata share achieved during that portion of the Annual Bonus for such (pro-rata based on number of days he Employment Period which is employed by the Company in the year of his termination). Other than the foregoing, Executive shall not be entitled prior to any compensation hereunder for subsequent periods upon Executive’s termination of employment upon with the Company payable in a Discharge Without Causelump sum payment with no reduction for present value applied, such Salary Severance Payment to be paid in lieu of all other payments of salary provided for under this Agreement in respect of the period following any such termination; and (d) an amount equal to the value of the annual bonuses that the Executive would have earned if he had continued working for the Company during the Remaining Unexpired Employment Period, as extended as applicable under Section 2(a) above, at the highest annual rate of salary achieved during the period of three (3) years ending immediately prior to the date of termination (the “Bonus Severance Payment”). Without Cause The Bonus Severance Pay Payment shall be computed using the following formula: where “BSP” is the amount of the Bonus Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “SSP” is the amount of the Salary Severance Payment (before the deduction of applicable federal, state and local withholding taxes); “ABP” is the aggregate of the annual bonuses paid or declared (whether or not paid) for the most recent period of three (3) calendar years to end on or before the Executive’s termination of employment; and “ASP” is the aggregate base salary actually paid to the Executive during such period of three (3) calendar years. The Bonus Severance Payment shall be in lieu of any claim to a continuation of participation in annual bonus plans of the Company which the Executive might otherwise have and shall be payable to Executive in accordance with at the Company’s general payroll practices as the same may exist from time to time. Without Cause Severance Pay will be paid to Executive in equal installments in accordance with the Company’s regular payroll schedule, commencing on the first normal payroll date of the Company following the Release Effective Date (as defined below) and continuing for the applicable period thereafter, with any amounts times that otherwise such bonuses would have been payable prior paid to the Release Effective Date being added to Executive had he remained employed by the initial installmentCompany. Other than Executive’s claims for earned amounts required to be paidFor purposes of the remainder of this Agreement, as a condition to receiving Without Cause Severance Paythe payments and benefits (if any) due under sections 12(b), Executive shall execute a release of claims in the form attached hereto as Exhibit B (a “Release”12(c), and the effective date of such release 12(d) shall be referred to herein as the “Release Effective Date”Additional Termination Entitlements.” In addition, the payments described in sections 12(a), 12(c) and 12(d) shall be made within 30 days 2 1/2 months following the date end of the taxable year of the Executive or the Company, whichever is longer, in which the termination event occurs. To that end, the Executive’s Discharge Without Cause, the Company and the Bank agree that the termination benefits described in sections 12(a), 12(c) and 12(d) are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals and the termination benefits described in this section 12(b) are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(1) as non-taxable benefits.

Discharge Without Cause. The Company may terminate the Executive and this Agreement at any time during the Term for any reason, without Cause (as defined in Section 7(e) below) upon thirty (30) days’ written notice to the Executive. If Executive’s employment is terminated by the Company gives notice of non-renewal of employment within the 20-day period as provided in Section 2, it will be treated as a Discharge Without Causetermination without cause. Upon such termination, the Company shall continue, subject will have no further liability to Executive’s compliance the Executive other than to provide the Executive with the obligations set forth in Sections 4(h) and (i)) that portion of the Base Salary under Section 4(a) earned through the date of the termination, to (ii) severance pay to Executive in an amount equal to the Executive’s base salarythen-current Base Salary, less applicable deductions, for a period of twelve (12) months (the “Severance Period”) following the Executive’s Separation from Service, and (iii) the Company’s portion of the premium for continued coverage under the Company’s group health and dental insurance plan during the Severance Period following the Executive’s termination, provided the Executive applies and remains eligible for such continuation coverage under applicable law, and provided further that the Executive authorizes the Company to deduct only the Executive’s portion of such premiums from the severance payments. It is understood that the period the Company makes such payments will run concurrently with the period of continuation coverage for which the Executive may be eligible under applicable law. The Executive’s receipt of the severance payments and premium payments by the Company set forth in this paragraph (c) are conditioned upon the Executive executing a comprehensive release and waiver agreement and covenant not to ▇▇▇ as provided in Section 3(a), at by the annual rate in effect Company at the time of termination. Severance payments will be made in equal installments on dates corresponding with the Company’s regular pay dates during the Severance Period. Notwithstanding the foregoing, for a period equal to if the severance pay that is payable during the first six (6) months following the Executive’s Separation from Service exceeds two times the lesser of (1) the Executive’s annualized compensation paid by the Company for the calendar year preceding the calendar year in which the Separation from Service occurs (as adjusted for any increase during that year that was expected to continue indefinitely if the Separation from Service had not occurred), or (2) the compensation limit in effect pursuant to Code Section 401(a)(17) for the calendar year in which the Executive’s Separation from Service occurs, then payment of such excess shall be delayed and paid in a lump sum on the first day of the seventh (7th) month following the month in which the Separation from Service occurs, and in such event, the payment shall be accompanied by a payment of interest calculated at the rate of interest announced by the Federal Reserve Board (or any successor thereto) from time to time as the “federal funds rate”, such rate to be determined on the date of such termination (“Without Cause Severance Pay”). Without Cause Severance Pay shall also include, in addition to the foregoing, all amounts of base salary compensation, any accrued or vested benefits, and expense reimbursement earned to the effective date of termination but not yet paid by the Company. In addition, if the Executive is terminated in a Discharge Without Cause in the fourth calendar quarter of a year and the Executive and Company achieves the financial objectives on which Executive’s Annual Bonus for such year is based, then Executive shall be eligible to receive a pro-rata share of the Annual Bonus for such (pro-rata based on number of days he is employed by the Company in the year of his termination). Other than the foregoing, Executive shall not be entitled to any compensation hereunder for subsequent periods upon Executive’s termination of employment upon a Discharge Without Cause. Without Cause Severance Pay shall be payable to Executive in accordance with the Company’s general payroll practices as the same may exist from time to time. Without Cause Severance Pay will be paid to Executive in equal installments in accordance with the Company’s regular payroll scheduleemployment, commencing on the first normal payroll date of the Company following the Release Effective Date (as defined below) and continuing for the applicable period thereafter, with any amounts that otherwise would have been payable prior to the Release Effective Date being added to the initial installment. Other than Executive’s claims for earned amounts required to be paid, as a condition to receiving Without Cause Severance Pay, Executive shall execute a release of claims in the form attached hereto as Exhibit B (a “Release”, and the effective date of such release shall be referred to herein as the “Release Effective Date”) within 30 days following the date of Executive’s Discharge Without Causecompounded quarterly.

Discharge Without Cause. The Company may terminate the Executive and this Agreement at any time during the Term for any reason, without Cause (as defined in Section 7(e) below) upon thirty (30) days’ written notice to the Executive. If Executive’s employment is terminated by the Company gives notice of non-renewal of employment within the 30-day period as provided in Section 2, it will be treated as a Discharge Without Causetermination without cause. Upon such termination, the Company shall continue, subject will have no further liability to Executive’s compliance the Executive other than to provide the Executive with the obligations set forth in Sections 4(h) and (i)) that portion of the Base Salary under Section 4(a) earned through the date of the termination, to (ii) severance pay to Executive in an amount equal to the Executive’s base salarythen-current Base Salary, less applicable deductions, for a period of twelve (12) months (the “Severance Period”) following the Executive’s Separation from Service, and (iii) the Company’s portion of the premium for continued coverage under the Company’s group health and dental insurance plan during the Severance Period following the Executive’s termination, provided the Executive applies and remains eligible for such continuation coverage under applicable law, and provided further that the Executive authorizes the Company to deduct only the Executive’s portion of such premiums from the severance payments. It is understood that the period the Company makes such payments will run concurrently with the period of continuation coverage for which the Executive may be eligible under applicable law. The Executive’s receipt of the severance payments and premium payments by the Company set forth in this paragraph (c) are conditioned upon the Executive executing a comprehensive release and waiver agreement and covenant not to ▇▇▇ as provided in Section 3(a), at by the annual rate in effect Company at the time of termination. Severance payments will be made in equal installments on dates corresponding with the Company’s regular pay dates during the Severance Period. Notwithstanding the foregoing, for a period equal to if the severance pay that is payable during the first six (6) months following the Executive’s Separation from Service exceeds two times the lesser of (1) the Executive’s annualized compensation paid by the Company for the calendar year preceding the calendar year in which the Separation from Service occurs (as adjusted for any increase during that year that was expected to continue indefinitely if the Separation from Service had not occurred), or (2) the compensation limit in effect pursuant to Code Section 401(a)(17) for the calendar year in which the Executive’s Separation from Service occurs, then payment of such excess shall be delayed and paid in a lump sum on the first day of the seventh (7th) month following the month in which the Separation from Service occurs, and in such event, the payment shall be accompanied by a payment of interest calculated at the rate of interest announced by the Federal Reserve Board (or any successor thereto) from time to time as the “federal funds rate”, such rate to be determined on the date of such termination (“Without Cause Severance Pay”). Without Cause Severance Pay shall also include, in addition to the foregoing, all amounts of base salary compensation, any accrued or vested benefits, and expense reimbursement earned to the effective date of termination but not yet paid by the Company. In addition, if the Executive is terminated in a Discharge Without Cause in the fourth calendar quarter of a year and the Executive and Company achieves the financial objectives on which Executive’s Annual Bonus for such year is based, then Executive shall be eligible to receive a pro-rata share of the Annual Bonus for such (pro-rata based on number of days he is employed by the Company in the year of his termination). Other than the foregoing, Executive shall not be entitled to any compensation hereunder for subsequent periods upon Executive’s termination of employment upon a Discharge Without Cause. Without Cause Severance Pay shall be payable to Executive in accordance with the Company’s general payroll practices as the same may exist from time to time. Without Cause Severance Pay will be paid to Executive in equal installments in accordance with the Company’s regular payroll scheduleemployment, commencing on the first normal payroll date of the Company following the Release Effective Date (as defined below) and continuing for the applicable period thereafter, with any amounts that otherwise would have been payable prior to the Release Effective Date being added to the initial installment. Other than Executive’s claims for earned amounts required to be paid, as a condition to receiving Without Cause Severance Pay, Executive shall execute a release of claims in the form attached hereto as Exhibit B (a “Release”, and the effective date of such release shall be referred to herein as the “Release Effective Date”) within 30 days following the date of Executive’s Discharge Without Causecompounded quarterly.

Discharge Without Cause. If ExecutiveEmployee’s employment is under this Agreement may be terminated by the Company as upon ninety (90) days prior written notice to Employee of a Discharge Without Cause. Upon termination pursuant to this Section 3.3, the Company shall continue, subject to Executive’s compliance with the obligations set forth in Sections 4(h) and (i), continue to pay to Executive Employee an amount equal to ExecutiveEmployee’s base salary, as provided in Section 3(a)4.1, at the annual rate in effect at the time of termination, for a period equal to six twelve (612) months (such period, the “Without Cause Severance Pay Period”) from the date of such termination (“Without Cause Severance Pay”). Without Cause Severance Pay shall also include, in addition to the foregoing, all amounts of base salary compensation, any accrued or vested benefits, compensation and expense reimbursement earned accrued to the effective date of termination but not yet paid by the Company. In addition, if accrued but unused PDO through the Executive is terminated effective date of termination (up to a maximum of 20 days), and any prorated bonus payable in a Discharge Without Cause in the fourth calendar quarter of a year and the Executive and Company achieves the financial objectives on which Executive’s Annual Bonus for such year is based, then Executive shall be eligible to receive a pro-rata share of the Annual Bonus for such (pro-rata based on number of days he is employed by the Company in the year of his termination)accordance with Section 4.2. Other than the foregoing, Executive Employee shall not be entitled to any compensation payment hereunder for subsequent periods upon ExecutiveEmployee’s termination of employment upon a Discharge Without Cause. Without Cause Severance Pay shall be payable to Executive Employee in accordance with the Company’s general payroll practices as the same may exist from time to time. , other than with respect to any [prorated] bonus payable in accordance with Section 4.2 upon Employee’s termination of employment upon a Discharge Without Cause, provided that the Company may elect to pay any Without Cause Severance Pay in one lump sum to the extent none of such Without Cause Severance Pay constitutes “deferred compensation” within the meaning of Code Section 409A and the Treasury Regulations thereunder. Any Without Cause Severance Pay which is not subject to the election described in the preceding sentence will be paid to Executive Employee in equal installments in accordance with the Company’s regular payroll schedule, commencing on the first normal payroll date of the Company following the Release Effective Date (as defined below) effective date of the release specified below and continuing for the applicable period thereafter, with any amounts that otherwise would have been payable prior to the Release Effective Date such effective date being added to the initial installment. Other than ExecutiveEmployee’s claims for earned accrued amounts required to be paidpaid pursuant to this Section 3.3, as a condition to receiving Without Cause Severance Pay, Executive Employee shall execute a release of claims in the form attached hereto as Exhibit B A within sixty (a “Release”, and the effective date 60) days of such release shall be referred to herein as the “Release Effective Date”) within 30 days following the date of ExecutiveEmployee’s Discharge Without Causetermination.

Discharge Without Cause. If ExecutiveEmployee’s employment is under this Agreement may be immediately terminated by the Company as upon written notice to Employee of a Discharge Without Cause, the Company . Upon a Discharge Without Cause: (a) Employee shall continue, subject be entitled to Executive’s compliance with the obligations set forth in Sections 4(h) and (i), to pay to Executive an amount equal to Executive’s base salary, as provided in Section 3(a), at the annual rate in effect at the time receive payment of termination, for a period equal to six (6) months from the date of such termination (“Without Cause Severance Pay”). Without Cause Severance Pay shall also include, in addition to the foregoing, all amounts of base salary compensation, any accrued or vested benefits, and expense reimbursement earned his Accrued Obligations to the effective date of termination but not yet paid by termination; and (b) subject to Employee’s delivery and nonrevocation of an executed, effective general release in the Company. In additionform that is attached hereto as Annex B and continued compliance with the provisions of Section 5 hereof, if Employee shall be entitled to receive (i) an amount equal to twelve (12) months of the Executive is terminated Employee’s Base Salary which shall be payable in a twelve (12) equal installments during the twelve (12) month period commencing on the date of Discharge Without Cause, (ii)Employee’s Bonus Target Amount for the twelve (12) month period commencing on the date of Discharge Without Cause in paid pursuant to the fourth calendar quarter of a year Company’s bonus payment schedule; and (iii) reimbursement for COBRA health insurance costs for twelve (12) months (the Executive and Company achieves the financial objectives on which Executive’s Annual Bonus for such year is based, then Executive shall be eligible to receive a pro-rata share of the Annual Bonus for such (pro-rata based on number of days he is employed by the Company in the year of his termination“Severance Package”). Other than the foregoing, Executive Employee shall not be entitled to any compensation payment hereunder for subsequent periods upon ExecutiveEmployee’s termination of employment upon a Discharge Without Cause. Without Cause Severance Pay The payments payable under this Section shall be payable to Executive Employee in accordance with the Company’s general payroll practices as the same may exist from time to timetime following a Discharge Without Cause. Without Cause Severance Pay will be paid to Executive in equal installments in accordance with the Company’s regular payroll schedule, commencing on the first normal payroll The date of the Company following the Release Effective Date (as defined below) and continuing for the applicable period thereafter, with any amounts that otherwise would have been payable prior to the Release Effective Date being added to the initial installment. Other than Executive’s claims for earned amounts required to be paid, as a condition to receiving Without Cause Severance Pay, Executive shall execute a release of claims in the form attached hereto as Exhibit B (a “Release”, and the effective date of such release shall be referred to herein as the “Release Effective Date”) within 30 days following the date of ExecutiveEmployee’s Discharge Without CauseCause shall be the date specified in the written notice of termination to Employee.

Discharge Without Cause. If Executive’s employment is terminated by The Bank may discharge the Company Executive at any time during the Employment Period and, unless such discharge constitutes a discharge with Cause: (a) The Bank shall pay and deliver to the Executive (or in the event of his death before payment, to his estate, surviving dependents or beneficiaries, as a Discharge Without Cause, applicable) the Standard Termination Entitlements. (b) In addition to the Standard Termination Entitlements: (i) The shares of Bonus Stock (if any) and the Initial Stock Options that are not vested as of the date of termination of employment) shall vest as of the date of termination of employment. (ii) The Bank or the Company shall continuepay to the Executive (or, in the event of his death, his estate or designated beneficiaries) as soon as practicable, and in any event within ten (10) business days, after termination of employment a pro rata Annual Bonus for the year of termination based on the Target Bonus. (iii) The Bank or the Company shall pay to the Executive (or, in the event of his death, his estate or designated beneficiaries) as soon as practicable, and, subject to Section 21, in any event within ten (10) business days, after termination of employment, an additional lump sum payment equal to two times the sum of the Executive’s compliance with most recent Base Salary plus the obligations set forth in Sections 4(h) and (i), to pay to Executive an amount equal to Executive’s base salary, as provided in Section 3(a), at Target Bonus. (iv) If the annual rate in effect at the time of termination, for a period equal to six (6) months from the date of such termination (“Without Cause Severance Pay”). Without Cause Severance Pay shall also include, in addition to the foregoing, all amounts of base salary compensation, any accrued or vested benefits, and expense reimbursement earned to the effective date of termination but not yet paid by the Company. In addition, if the Executive is terminated in a Discharge Without Cause in the fourth calendar quarter of a year and the Executive and Company achieves the financial objectives on which Executive’s Annual Bonus for such year is based, then Executive shall be eligible to receive a pro-rata share of the Annual Bonus for such (pro-rata based on number of days he is employed by the Company in the year of his termination). Other than the foregoing, Executive shall not be entitled to any compensation hereunder for subsequent periods upon Executive’s termination of employment upon occurs upon, following or in connection with a Discharge Without Cause. Without Cause Severance Pay shall be payable to Executive in accordance with the Company’s general payroll practices as the same may exist from time to time. Without Cause Severance Pay will be paid to Executive in equal installments in accordance with the Company’s regular payroll schedule, commencing on the first normal payroll date Change of the Company following the Release Effective Date Control (as defined belowin this Agreement), (A) any options to purchase Common Stock (including but not limited to Initial Stock Options) and continuing for any unvested restricted stock or other Common Stock or stock-based awards that are scheduled to vest during the applicable period thereafterRemaining Unexpired Employment Period shall vest as of the date of termination of employment and (B) if the Remaining Unexpired Employment Period is less than 3 years, with any amounts that otherwise would have been payable prior the Company shall pay to the Release Effective Date being added Executive (or, in the event of his death, his estate or designated beneficiaries), subject to Section 21, as soon as practicable, and in any event within ten (10) business days, after termination of employment a lump sum payment equal to three times the initial installment. Other than sum of the Executive’s claims for earned amounts required to be paidmost recent Base Salary plus the Executive’s Target Bonus in lieu of the payment described in section 12(b)(iii). The payments and benefits enumerated in section 12(b)(i), as a condition to receiving Without Cause Severance Pay(ii), Executive shall execute a release of claims in the form attached hereto as Exhibit B (a “Release”, iii) and the effective date of such release (iv) shall be referred to herein collectively in this Agreement as the “Release Effective DateAdditional Termination Entitlements”) within 30 days following the date of Executive’s Discharge Without Cause.

Discharge Without Cause. If Executive’s employment is terminated by the Company as a Discharge Without Cause, the Company shall continue, subject to Executive’s compliance with the obligations set forth in Sections 4(h) and (i), to pay to Executive an amount equal to Executive’s base salary, as provided in Section 3(a), at the annual rate in effect at the time of termination, for a period equal to six (6) months from the date of such termination (“Without Cause Severance Pay”). Without Cause Severance Pay shall also include, in addition to the foregoing, all amounts of base salary compensation, any accrued or vested benefits, and expense reimbursement earned to the effective date of termination but not yet paid by the Company. In addition, if the Executive is terminated in a Discharge Without Cause in the fourth calendar quarter of a year and the Executive and Company achieves the financial objectives on which Executive’s Annual Bonus for such year is based, then Executive shall be eligible to receive a pro-rata share of the Annual Bonus for such (pro-rata based on number of days he Executive is employed by the Company in the year of his termination). Other than the foregoing, Executive shall not be entitled to any compensation hereunder for subsequent periods upon Executive’s termination of employment upon a Discharge Without Cause. Without Cause Severance Pay shall be payable to Executive in accordance with the Company’s general payroll practices as the same may exist from time to time. Without Cause Severance Pay will be paid to Executive in equal installments in accordance with the Company’s regular payroll schedule, commencing on the first normal payroll date of the Company following the Release Effective Date (as defined below) and continuing for the applicable period thereafter, with any amounts that otherwise would have been payable prior to the Release Effective Date being added to the initial installment. Other than Executive’s claims for earned amounts required to be paid, as a condition to receiving Without Cause Severance Pay, Executive shall execute a release of claims in the form attached hereto as Exhibit B (a “Release”, and the effective date of such release shall be referred to herein as the “Release Effective Date”) within 30 days following the date of Executive’s Discharge Without Cause.. ​