Common use of Termination by the Bank Without Cause Clause in Contracts

Termination by the Bank Without Cause. The Bank may terminate Executive’s employment without cause at any time during the term of this Agreement by giving the Executive three (3) months’ notice of such termination, during which period Executive will continue to receive normal compensation and benefits to which Executive would normally be entitled under the terms of this Agreement. During the notice period, Executive must fulfill all of Executive’s duties and responsibilities and use Executive’s best efforts to train and support Executive’s replacement, if any. Notwithstanding the foregoing, the Bank, at its option, may instruct Executive during such period not to undertake any active duties on behalf of the Bank. If Executive is terminated under this section, within thirty (30) days following the conclusion of the notice period and receipt of the signed separation agreement described below, the Bank shall provide Executive: (a) a lump sum payment consisting of an amount equal to the Executive’s Base Salary for the number of days left in the Term of the Agreement or for nine (9) months, whichever is greater; (b) a lump sum payment consisting of Executive’s bonus target for the year in which the termination without cause occurs; and (c) payment by the Bank of Executive’s COBRA coverage for the remainder of the Term of the Agreement or 18 months, whichever is less, provided Executive is covered under the Bank’s health plan and timely elects continued coverage under COBRA. Executive expressly agrees and acknowledges that all payments and benefits referenced herein which may be paid to Executive as a result of a Termination Without Cause are conditioned upon and subject to the Executive executing a valid separation agreement and general release, which includes a release of all claims the Executive may have against the Bank, and all of its respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents (other than rights of indemnification, rights to directors and officers insurance, and any rights to accrued benefits under the employee benefit plans), a cooperation clause, a non-disparagement clause, and an affirmation of post-employment restrictions previously agreed to by Executive.

Termination by the Bank Without Cause. The Bank may terminate the Executive’s employment without cause at any time during the term of this Agreement by giving the Executive three (3) months’ notice of such termination, during which period the Executive will continue to receive normal compensation and benefits to which the Executive would normally be entitled under the terms of this Agreement. During the notice period, the Executive must fulfill all of the Executive’s duties and responsibilities and use the Executive’s best efforts to train and support the Executive’s replacement, if any. Notwithstanding the foregoing, the Bank, at its option, may instruct the Executive during such period not to undertake any active duties on behalf of the Bank. If the Executive is terminated under this section, within thirty (30) days following the conclusion of the notice period and receipt of the signed separation agreement described below, the Bank shall provide the Executive: (a) a lump sum payment consisting of an amount equal to the Executive’s Base Salary for the number of days left in the Term of the Agreement or for nine (9) months, whichever is greater; (b) a lump sum payment consisting of the Executive’s bonus target for the year in which the termination without cause occurs; and (c) payment by the Bank of the Executive’s COBRA coverage for the remainder of the Term of the Agreement or 18 months, whichever is less, provided the Executive is covered under the Bank’s health plan and timely elects continued coverage under COBRA. The Executive expressly agrees and acknowledges that all payments and benefits referenced herein which may be paid to the Executive as a result of a Termination Without Cause are conditioned upon and subject to the Executive executing a valid separation agreement and general release, which includes a release of all claims the Executive may have against the Bank, and all of its respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents (other than rights of indemnification, rights to directors and officers insurance, and any rights to accrued benefits under the employee benefit plans), a cooperation clause, a non-disparagement clause, and an affirmation of post-employment restrictions previously agreed to by the Executive.

Termination by the Bank Without Cause. The by the Bank may terminate as a Result of a Notice of Non-Renewal that Satisfies the Terms of this Section or by the Executive for Good Reason. In the event the Executive’s employment without cause at any time during is terminated (i) by notice of non-renewal from the term of this Agreement by giving Bank pursuant to Section 4.1 while the Executive three is willing and able to continue employment on substantially the same terms, (3ii) months’ notice by the Bank without Cause pursuant to Section 4.5, or (iii) by the Executive for Good Reason pursuant to Section 4.4, the Bank shall pay to the Executive compensation through the last calendar day of such termination, during which period Executive will continue to receive normal compensation the Executive’s actual employment by the Bank and benefits otherwise payable to which the Executive would normally be entitled under Section 3 in accordance with their terms. Provided that the terms Executive delivers to the Bank an executed severance agreement and release of this Agreement. During claims in a form provided by the notice period, Executive must fulfill all of Executive’s duties Bank (the “Release”) and responsibilities and use Executive’s best efforts to train and support Executive’s replacement, if any. Notwithstanding the foregoing, the Bank, at its option, may instruct Executive during such period not to undertake any active duties on behalf of the Bank. If Executive is terminated under this section, within thirty (30) days following the conclusion of the notice period and receipt of the signed separation agreement described belowit becomes effective, the Bank shall provide Executive: the Executive with the following severance benefits in addition to those payable under the Bank's applicable bonus and benefit programs in effect at the time of termination and in accordance with their terms: (a) a lump sum payment consisting The Bank shall provide the Executive with severance pay equivalent to twelve (12) months of an amount equal to the Executive’s Base Salary for Salary, less applicable taxes and withholdings, to be paid in installments in accordance with the number of days left in the Term of the Agreement or for nine (9) months, whichever is greater; Bank’s regular payroll practices; (b) a lump sum payment consisting A pro-rata portion of the Executive’s bonus target annual bonus, including under the Variable Pay Plan and Long Term Incentive Plan, if applicable, for the year in which the Executive’s termination without cause occurs, based on actual performance for such year and payable at the time that annual bonuses, if any, are paid to other senior executives but in no event later than March 15 following the year in which termination occurred; and and (c) payment Provided that the Executive timely elects and remains eligible for group health insurance continuation coverage provided by the Bank (referred to by the Bank and in this Agreement as “COBRA”), the Bank shall continue to pay its share of the COBRA premiums under the group health and dental insurance coverage at the rates of similarly-situated employees who receive the same type of coverage, for a period of twelve (12) months beginning the month following the Executive’s 's termination date. Any such payments and related coverage shall be discontinued in the event that the Executive ceases to be eligible for such COBRA coverage for during such twelve (12) month period or if such payments are prohibited by applicable non-discrimination rules, and the remainder Bank shall not be obligated to pay the Executive the cash equivalent in lieu of such benefit. The remaining balance of any premium costs during the twelve (12) month period and all premium costs after the end of the Term of the Agreement or 18 months, whichever is less, provided Executive is covered under the Bank’s health plan and timely elects continued coverage under COBRA. Executive expressly agrees and acknowledges that all payments and benefits referenced herein which may twelve (12) month period shall be paid to by the Executive on a monthly basis for as a result of a Termination Without Cause are conditioned upon long as, and subject to the Executive executing a valid separation agreement and general releaseextent that, which includes a release of all claims the Executive may have against the Bank, and all of its respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents (other than rights of indemnification, rights to directors and officers insurance, and any rights to accrued benefits under the employee benefit plans), a cooperation clause, a non-disparagement clause, and an affirmation of post-employment restrictions previously agreed to by Executiveremains eligible for COBRA continuation coverage.

Termination by the Bank Without Cause. The Bank may terminate Executive’s employment may be terminated by the Bank without cause Cause at any time during upon written notice to Executive, which termination will be effective immediately or on such later date as specified in the term written notice. In the event Executive’s employment is terminated without Cause, Executive shall receive any unpaid Base Salary through the date of termination within 30 days after the date of termination. In addition, Executive shall receive the following benefits, provided Executive signs a release and waiver of claims in favor of the Bank, any business entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Bank (each, an “Affiliate”), and their respective officers and directors in a form provided by the Bank no later than the date of termination and such release has become effective within 30 days after the date of termination (the “Release”): (i) For the lesser of (x) the number of months remaining in the Employment Period or (y) the number of full or partial months Executive has been employed with the Bank and any predecessor or successor (such applicable number of months, the “Severance Period”), the Bank will continue to pay Executive’s Base Salary in effect on the date of termination, such payments to be made on the same periodic dates as salary payments would have been made to Executive had Executive’s employment not been terminated, subject to compliance with Section 9(i) of this Agreement by giving regarding the Executive three requirements of Section 409A (3“Section 409A”) months’ notice of such termination, during which period the Internal Revenue Code of 1986 (the “Code”). (ii) Executive will continue receive a welfare continuance benefit in an amount equal to receive normal compensation and benefits to which Executive the product of (x) the number of months in the Severance Period times (y) the excess of the monthly premium that would normally be entitled under the terms of this Agreement. During the notice period, Executive must fulfill all apply as of Executive’s duties date of termination for continued health, dental and responsibilities vision plan coverage for Executive and use Executive’s best efforts to train and support “qualified beneficiaries” (as defined in Section 4980B of the Code) over the monthly amount that Executive paid for such coverage immediately before Executive’s replacementtermination. Such payment will be made only for individuals (including Executive) who are covered under such plan or plans immediately prior to Executive’s termination, if anybut without regard to whether an election for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 is made. Such payment will be made in a lump sum on the 30th day after Executive’s date of termination, net of employment and income tax withholding. Notwithstanding the foregoing, Executive shall not be entitled to any further payment under this Section 4(c) or under Section 4(d) of this Agreement in the Bank, at its option, may instruct event the Bank determines that Executive during such period not to undertake has breached any active duties on behalf of the Bankcovenants set forth in Section 5 of this Agreement and files an action to enforce the covenants or gives Executive a notice that a claim is being initiated under Section 6 of this Agreement. If Executive is terminated under this sectionFurther, within thirty (30) days following the conclusion of the notice period and receipt of the signed separation agreement described belowin such a proceeding, the Bank shall provide Executive: (a) a lump sum payment consisting of an amount equal seek, and Executive shall be liable to the Executive’s Base Salary for the number of days left in the Term of the Agreement or for nine (9) months, whichever is greater; (b) a lump sum payment consisting of Executive’s bonus target for the year in which the termination without cause occurs; and (c) payment by the Bank of Executive’s COBRA coverage for the remainder of the Term of the Agreement or 18 months, whichever is less, provided Executive is covered under the Bank’s health plan and timely elects continued coverage under COBRA. Executive expressly agrees and acknowledges that all payments and benefits referenced herein which may be paid return to Executive as a result of a Termination Without Cause are conditioned upon and subject to the Executive executing a valid separation agreement and general release, which includes a release of all claims the Executive may have against the Bank, and all any payments made to Executive under this Section 4 dating back to the date of its respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents (other than rights of indemnification, rights to directors and officers insurance, and any rights to accrued benefits under the employee benefit plans), a cooperation clause, a non-disparagement clause, and an affirmation of post-employment restrictions previously agreed to by Executiveoriginal breach.

Termination by the Bank Without Cause. The Bank may terminate Executive’s employment without cause at any time during the term of this Agreement by giving the Executive three (3) months’ notice of such termination, during which period Executive will continue to receive normal compensation and benefits to which Executive would normally be entitled under the terms of this Agreement. During the notice period, Executive must fulfill all of Executive’s duties and responsibilities and use Executive’s best efforts to train and support Executive’s replacement, if any. Notwithstanding the foregoing, the Bank, at its option, may instruct Executive during such period not to undertake any active duties on behalf of the Bank. If Executive is terminated under this section, within thirty (30) days following the conclusion of the notice period and receipt of the signed separation agreement described below, the Bank shall provide Executive: (a) a lump sum payment consisting of an amount equal to the Executive’s Base Salary for the number of days left in the Term of the Agreement or for nine (9) months, whichever is greater; (b) a lump sum payment consisting of Executive’s bonus target for the year in which the termination without cause occurs; and (c) payment by the Bank of Executive’s 's COBRA coverage for the remainder of the Term of the Agreement or 18 months, whichever is less, provided Executive is covered under the Bank’s health plan and timely elects continued coverage under COBRA. Executive expressly agrees and acknowledges that all payments and benefits referenced herein which may be paid to Executive as a result of a Termination Without Cause are conditioned upon and subject to the Executive executing a valid separation agreement and general release, which includes a release of all claims the Executive may have against the Bank, and all of its respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents (other than rights of indemnification, rights to directors and officers insurance, and any rights to accrued benefits under the employee benefit plans), a cooperation clause, a non-disparagement clause, and an affirmation of post-employment restrictions previously agreed to by Executive.

Termination by the Bank Without Cause. The Except for a termination of employment as provided in Section 4(g) hereof, the Bank may terminate Executive’s employment without cause may, at its election, at any time during the term of this Agreement by giving terminate the Executive three (3) months’ notice of without Cause. Upon such involuntary termination, except as provided below for involuntary termination during which period Executive will continue to receive normal compensation and benefits to which Executive would normally be entitled under the terms first year of this Agreement. During the notice period, Executive must fulfill all of Executive’s duties and responsibilities and use Executive’s best efforts to train and support Executive’s replacement, if any. Notwithstanding the foregoing, the BankExecutive shall be entitled to receive as separation pay in a single lump sum, at its option, may instruct Executive during such period not a cash payment equal to undertake any active duties on behalf one (1) time the sum of the Bank. If Executive is terminated under this section(i) his then annual Base Pay payable, within thirty (30) days following of his termination of employment with the conclusion Bank plus (ii) any incentive compensation earned through such date. In addition to the forgoing payment upon termination of employment of the notice period Executive under this subparagraph, any and receipt of all unvested incentive compensation awards shall vest and he shall be entitled to coverage for twelve (12) months after termination under the signed separation agreement described below, the Bank shall provide Executive: (a) a lump sum Bank’s health and dental plans as applicable or payment consisting of in an amount equal to the Executive’s Base Salary for value of such benefits. Notwithstanding the number of days left prior two sentences, in the Term event that the Executive is terminated without cause as provided in this Section 4(e) during the first year of the term of this Agreement or for nine (9i.e. prior to September 18, 2019), the Executive shall be entitled to receive as separation pay in a single lump sum, a cash payment equal to two (2) monthstimes the sum of (i) his then annual Base Pay payable, whichever is greater; within thirty (b30) a lump sum payment consisting days of Executive’s bonus target for the year in which the his termination without cause occurs; and (c) payment by of employment with the Bank plus (ii) any incentive compensation earned through such date. In addition to the forgoing payment upon termination of Executive’s COBRA employment of the Executive under this subparagraph, any and all unvested incentive compensation awards shall vest and he shall be entitled to coverage for the remainder of the Term of the Agreement or 18 months, whichever is less, provided Executive is covered twenty four (24) months after termination under the Bank’s health plan and timely elects continued coverage under COBRAdental plans as applicable or payment in an amount equal to the value of such benefits. Further, in the event of the termination of employment of Executive expressly agrees as specified in this Section 4(e) or Section 4(g) below, Executive shall be entitled to six (6) months of out-placement services following termination of employment. Such services shall include employment counseling, resume services, executive placement services and acknowledges that all payments and benefits referenced herein which may similar services generally provided to executives by professional executive out placement service providers. All costs of such out placement services shall be paid to Executive as a result of a Termination Without Cause are conditioned upon and subject to the Executive executing a valid separation agreement and general release, which includes a release of all claims the Executive may have against for by the Bank, and all of its respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents (other than rights of indemnification, rights to directors and officers insurance, and any rights to accrued benefits under the employee benefit plans), a cooperation clause, a non-disparagement clause, and an affirmation of post-employment restrictions previously agreed to by Executive.

Termination by the Bank Without Cause. The Bank Employer may terminate Executive’s employment without cause by a two-thirds majority vote of the Boards, including Executive, at any time during the term of this Agreement Agreement, by giving the Executive three thirty (330) monthsdays’ written notice of such termination, during which notice period Executive will continue to receive normal compensation and benefits to which Executive would normally be entitled under the terms of this Agreement. During the notice period, Executive must fulfill all of Executive’s duties and responsibilities and use Executive’s best efforts to train and support Executive’s replacement, if any. Notwithstanding the foregoing, the Bank, at its option, may instruct Executive during such period not to undertake any active duties on behalf of the Bank. If Executive is terminated under this section, within thirty (30) days following the conclusion of the notice period and receipt of the signed separation agreement described below, the Bank shall provide Executive: (a) a lump sum payment consisting of an amount equal to the Executive’s Base Salary for the number of days left in the Term of the Agreement or for nine (9) 24 months, whichever is greater; (b) a lump sum payment consisting of Executive’s bonus target for the year in which the termination without cause occurs; and (c) payment by the Bank of Executive’s COBRA coverage for the remainder of the Term of the Agreement or 18 months, whichever is less, provided Executive is covered under the Bank’s health plan and timely elects continued coverage under COBRA. Executive expressly agrees and acknowledges that all payments and benefits referenced herein which may be paid to Executive as a result of a Termination Without Cause are conditioned upon and EMPLOYMENT AGREEMENT OF ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ PAGE 3 subject to the Executive executing a valid separation agreement and general release, which includes a release of all claims the Executive may have against the Bank, and all of its respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents (other than rights of indemnification, rights to directors and officers insurance, and any rights to accrued benefits under the employee benefit plans), a cooperation clause, a non-disparagement clause, and an affirmation of post-employment restrictions previously agreed to by Executive.

Termination by the Bank Without Cause. The Bank may terminate the Executive’s employment without cause at any time during hereunder Without Cause, in which event the term of this Agreement by giving Bank may elect to terminate the Executive three (3) months’ notice of such termination, during which period Executive will continue to receive normal compensation and benefits to which Executive would normally be entitled under the terms of this Agreement. During the notice period, Executive must fulfill all of Executive’s duties and responsibilities and use Executive’s best efforts to train and support Executive’s replacement, if any. Notwithstanding employment immediately or upon the foregoing, the Bank, at its option, may instruct Executive during such expiration of a set period not to undertake exceed 30 days, as set forth in a written notice to the Executive. During any active duties on behalf of period between the Bank. If Executive is terminated under this section, within thirty (30) days following the conclusion of the notice period and Executive’s receipt of such notice and the signed separation agreement described belowdate of termination, the Executive may be relieved of his duties as specified herein and assigned alternate duties by the Board of Directors. (i) If the Bank terminates the Executive’s employment hereunder Without Cause and not within one year following a Change of Control, then, subject to Section 7(f), the Executive shall provide Executive: (a) receive, in a lump sum payment consisting on the 60th day following the date of termination, an amount equal to the Executive’s greater of: (A) the sum of his then current Base Salary for one year plus the average of any annual bonus payments made to the Executive during the two-year period ending on the date of termination, or (B) the sum of his then current Base Salary for the number balance, if any, of days left the two year renewal term plus the average of any annual bonus payments made to the Executive during the two-year period ending on the date of termination, or (C) the sum of his then current Base Salary for the balance, if any, of the Initial Term plus the average of any annual bonus payments made to the Executive during the two-year period ending on the date of termination. In addition, all of Executive’s unvested equity awards that were granted to the Executive by the Bank as compensation and that have not previously been forfeited, exercised or settled will immediately vest on the date of termination notwithstanding any provision in an equity award agreement to the contrary. All benefits shall cease on the date of termination. Notwithstanding anything herein to the contrary, in the Term event that the Executive’s employment hereunder is terminated Without Cause within one year of the Agreement or for nine (9) monthsdate of commencement of employment of the Executive with the Bank and which is not within one year following a Change of Control, whichever is greater; (b) then, subject to Section 7(f), the Executive shall receive, in a lump sum payment consisting on the 60th day following the date of termination of employment, an amount equal to the sum of his then current Base Salary for one year and the immediate vesting of twenty percent (20%) of the aggregate equity awards granted to the Executive within such first year of employment that have not previously been forfeited, exercised or settled notwithstanding any provision in an equity award agreement to the contrary. The balance of any previously granted equity awards will be forfeited as of such date of termination of employment. (ii) If the Bank terminates the Executive’s employment hereunder Without Cause within one year following a Change of Control, then, subject to Section 7(f), the Executive shall receive, in a lump sum within 30 days following the date of termination, an amount equal to the greater of: (A) the sum of his then current Base Salary for one year plus the average of any annual bonus payments made to the Executive during the three-year period ending on the date of termination, (B) the sum of his then current Base Salary for the balance, if any, of the Initial Term plus the average of any annual bonus payments made to the Executive during the three-year period ending on the date of termination, or (C) 299% of the Executive’s “annualized includible compensation for the base period” as defined in Code Section 280G. In addition, all of Executive’s bonus target for unvested equity awards that were granted to the year in which the termination without cause occurs; and (c) payment Executive by the Bank as compensation and that have not previously been forfeited, exercised or settled will immediately vest on the date of termination notwithstanding any provision in an equity award agreement to the contrary. Notwithstanding anything herein to the contrary, in the event that there is a Change of Control within one year following the Executive’s COBRA coverage date of commencement of employment with the Bank and the Executive’s employment hereunder is terminated Without Cause within one year following such Change of Control, then, subject to Section 7(f), the Executive shall receive, in a lump sum payment on the 30th day following the date of termination of employment, an amount equal to the sum of his then current Base Salary for one year and the remainder immediate vesting of twenty percent (20%) of the Term of the Agreement or 18 months, whichever is less, provided Executive is covered under the Bank’s health plan and timely elects continued coverage under COBRA. Executive expressly agrees and acknowledges that all payments and benefits referenced herein which may be paid to Executive as a result of a Termination Without Cause are conditioned upon and subject aggregate equity awards granted to the Executive executing a valid separation within such first year of employment that have not previously been forfeited, exercised or settled notwithstanding any provision in an equity award agreement and general release, which includes a release to the contrary. All benefits shall cease on the date of all claims the Executive may have against the Bank, and all of its respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents (other than rights of indemnification, rights to directors and officers insurance, and any rights to accrued benefits under the employee benefit plans), a cooperation clause, a non-disparagement clause, and an affirmation of post-employment restrictions previously agreed to by Executivetermination.

Termination by the Bank Without Cause. The Bank may terminate Executive’s employment without cause at any time during the term of this Agreement by giving the Executive three (3) months’ notice of such termination, during which period Executive will continue to receive normal compensation and benefits to which Executive would normally be entitled under the terms of this Agreement. During the notice period, Executive must fulfill all of Executive’s duties and responsibilities and use Executive’s best efforts to train and support Executive’s replacement, if any. Notwithstanding the foregoing, the Bank, at its option, may instruct Executive during such period not to undertake any active duties on behalf of the Bank. If Executive is terminated under this section, within thirty (30) days following the conclusion of the notice period and receipt of the signed separation agreement described below, the Bank shall provide Executive: (a) a lump sum payment consisting of an amount equal to the Executive’s Base Salary for the number of days left in the Term of the Agreement or for nine (9) months, whichever is greater; (b) a lump sum payment consisting of Executive’s bonus target for the year in which the termination without cause occurs; and (c) payment by the Bank of Executive’s COBRA coverage for the remainder of the Term of the Agreement or 18 months, whichever is less, provided Executive is covered under the Bank’s health plan and timely elects continued coverage under COBRA. Executive expressly agrees and acknowledges that all payments and benefits referenced herein which may be paid to Executive as a result of a Termination Without Cause are conditioned upon and subject to the Executive executing a valid separation agreement and general release, which includes a release of all claims the Executive may have against the Bank, and all of its respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents (other than rights of indemnification, rights to directors and officers insurance, and any rights to accrued benefits under the employee benefit plans), a cooperation clause, a mutual non-disparagement clause, and an affirmation of post-employment restrictions previously agreed to by ExecutiveExecutive in section 6 below and, as applicable, section 4.1 above.

Termination by the Bank Without Cause. The Bank may terminate Executive’s employment without cause by a two-thirds majority vote of the Boards, excluding Executive, at any time during the term of this Agreement Agreement, by giving the Executive three thirty (330) monthsdays’ written notice of such termination, during which notice period Executive will continue to receive normal compensation and benefits to which Executive would normally be entitled under the terms of this Agreement. During the notice period, Executive must fulfill all of Executive’s duties and responsibilities and use Executive’s best efforts to train and support Executive’s replacement, if any. Notwithstanding the foregoing, the Bank, at its option, may instruct Executive during such period not to undertake any active duties on behalf of the Bank. If Executive is terminated under this section, within thirty (30) days following the conclusion of the notice period and receipt of the signed separation agreement described below, the Bank shall provide Executive: (a) a lump sum payment consisting of an amount equal to the Executive’s Base Salary for the number of days left in the Term of the Agreement or for nine (9) 24 months, whichever is greater; (b) a lump sum payment consisting of Executive’s bonus target for the year in which the termination without cause occurs; and (c) payment by the Bank of Executive’s COBRA coverage for the remainder of the Term of the Agreement or 18 months, whichever is less, provided Executive is covered under the Bank’s health plan and timely elects continued coverage under COBRA. Executive expressly agrees and acknowledges that all payments and benefits referenced herein which may be paid to Executive as a result of a Termination Without Cause are conditioned upon and EMPLOYMENT AGREEMENT OF ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ PAGE 3 subject to the Executive executing a valid separation agreement and general release, which includes a release of all claims the Executive may have against the Bank, and all of its respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents (other than rights of indemnification, rights to directors and officers insurance, and any rights to accrued benefits under the employee benefit plans), a cooperation clause, a non-disparagement clause, and an affirmation of post-employment restrictions previously agreed to by Executive.