Common use of Termination of Employment Following a Change in Control Clause in Contracts

Termination of Employment Following a Change in Control. 3.01. In the event of a Change in Control and, within twenty-four (24) months thereafter: (a) the Company provides notice to the Executive of the Executive's termination by the Company other than for Cause, or (b) the Executive's employment is terminated by the Executive for Good Reason, the Executive shall be entitled to receive: (A) the Accrued Rights, (B) an amount equal to two times the Base Salary, payable in a single lump sum within thirty (30) days following the date of termination; (C) an amount equal to two times the greater of (i) the Target Bonus for the fiscal year in which termination of the Executive's employment occurs and (ii) the highest Bonus paid to the Executive for the three fiscal years immediately preceding that in which termination occurs, payable in a lump sum within thirty (30) days following termination; (D) continuation of the participation of the Executive and his eligible dependents in the Company's health and dental plans and continuation of the participation of the Executive in the Company's group life insurance plan until the expiration of two years following the date of termination of the Executive's employment or, if earlier, until the date he becomes eligible for coverage under the health, dental or life insurance plan of another employer; provided, however, that in the event that the Company determines that it is unable to continue any such participation, it shall pay the cost, on an after-tax basis, of comparable coverage; (E) notwithstanding anything to the contrary in the Company's equity-based plans or any equity award agreement between the Company and the Executive, immediate vesting of all outstanding unvested equity awards, which in the case of any stock options, shall remain exercisable for a period of one year following the date of termination or until the date such stock options would have expired in the absence of a termination of employment, if earlier; and (F) reimbursement, up to fifteen thousand dollars ($15,000), for outplacement services reasonably selected by the Executive. 3.02. Payments under the applicable provision of this Section 3 shall be in lieu of any and all compensation and benefits of any kind or description to which the Executive might otherwise be entitled, under a severance pay plan or agreement or otherwise, as a result of the termination of his employment under this Section 3. Except for medical, dental and life insurance coverage continued pursuant to Section 3.01(D), Executive's participation in Benefit Plans shall terminate pursuant to the applicable plan terms based on the date of termination of the Executive's employment without regard to any continuation of Base Salary or other payment to the Executive following such date of termination. Nothing contained in this Section 3.02 however, shall constitute or be construed as constituting a waiver by the Executive of any rights to which the Executive became entitled prior to or on the date of termination under any Benefit Plan, other than any severance plan or policy of the Company. 3.03. Any purported termination of employment by the Company or by the Executive shall be communicated by written Notice of Termination to the other party hereto given sixty (60)

Termination of Employment Following a Change in Control. 3.01. In the event of (a) If a Change in Control and, within twenty-four (24as defined in Section 6(c) months thereafter: (aof this Agreement) the Company provides notice to the Executive of the shall occur and Executive's termination by the Company other than for Cause, or (b) the Executive's ’s employment is involuntarily terminated by the Bank and the Corporation without Cause or Executive resigns for Good Reason, in each case within two (2) years following the Change in Control, Executive shall be entitled to receivereceive his Accrued Benefits plus a lump sum payment equal to the greater of (a) the sum of (i) his unpaid Annual Base Salary through the Employment Period, or June 30, 2026; and (ii) Executive’s average cash bonus and other cash incentive compensation earned by him with respect to the three calendar years immediately preceding the year of termination; or (b) one (1) times the sum of: (Ai) the Accrued Rights, (B) an amount equal to two times the his Annual Base Salary; and (ii) his average cash bonus and other cash incentive compensation earned by him with respect to the three calendar years immediately preceding the year of termination, payable in a single lump sum which shall be paid to Executive within thirty sixty (3060) days following the date of termination; (C) an amount equal to two times the greater of (i) the Target Bonus for the fiscal year in which his termination of the Executive's employment occurs and employment. In addition, for a period of one (ii1) the highest Bonus paid to the Executive for the three fiscal years immediately preceding that in which termination occurs, payable in a lump sum within thirty (30) days following termination; (D) continuation of the participation of the Executive and his eligible dependents in the Company's health and dental plans and continuation of the participation of the Executive in the Company's group life insurance plan until the expiration of two years following year from the date of termination of the Executive's employment oremployment, if earlieror until Executive secures substantially similar benefits through other employment, until the date he becomes eligible for coverage under the healthwhichever shall first occur, dental or life insurance plan of another employer; provided, however, that in the event that the Company determines that it is unable to continue any such participation, it Executive shall pay the cost, on an after-tax basis, of comparable coverage; (E) notwithstanding anything to the contrary in the Company's equity-based plans or any equity award agreement between the Company and the Executive, immediate vesting receive a continuation of all outstanding unvested equity awardslife, which disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the case of any stock options, shall remain exercisable for a period of one (1) year following the date of termination or until the date such stock options would have expired in the absence of a prior to his termination of employment. If the Bank and the Corporation cannot provide such benefits because Executive is no longer an Executive, if earlier; the Bank and (F) reimbursement, up to fifteen thousand dollars ($15,000), for outplacement services reasonably selected by the Executive. 3.02. Payments under the applicable provision of this Section 3 Corporation shall be reimburse Executive in lieu of any and all compensation and benefits of any kind or description to which the Executive might otherwise be entitled, under a severance pay plan or agreement or otherwise, as a result of the termination of his employment under this Section 3. Except for medical, dental and life insurance coverage continued pursuant to Section 3.01(D), Executive's participation in Benefit Plans shall terminate pursuant an amount equal to the applicable plan terms based on monthly premium paid by him to obtain substantially similar health and welfare Executive benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of one (1) year from the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur, subject to Section 409A of the Executive's employment without regard to Internal Revenue Code of 1986, as amended (the “Code”), if applicable. Notwithstanding any continuation provision of Base Salary or other payment this Agreement to the contrary, Executive following shall forfeit his rights to receive the payments and benefits set forth in Section 6(a) unless he executes a general release of claims in favor of the Bank and the Corporation in a form to be provided by the Bank and the Corporation, and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after Executive’s termination of termination. Nothing contained employment. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 3.02 however6 by seeking other employment or otherwise. Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 6 shall constitute not be reduced by any compensation earned by Executive as the result of employment by another employer or be construed as constituting a waiver by the Executive reason of Executive’s receipt of or right to receive any rights to which the Executive became entitled prior to retirement or on other benefits after the date of termination under any Benefit Planof employment or otherwise. (c) As used in this Agreement, other than any severance plan “Change in Control” shall mean a change in ownership or policy effective control applicable to the Corporation or the Bank as described in Section 409A(a)(2)(A(v) of the CompanyInternal Revenue Code of 1986, as amended (or any successor provision thereto and the regulations thereunder). 3.03. Any purported termination of employment by the Company or by the Executive shall be communicated by written Notice of Termination to the other party hereto given sixty (60)

Termination of Employment Following a Change in Control. 3.01. In the event of a Change in Control and, within twenty-four (24) months thereafter: (a) the Company provides notice to the Executive of the Executive's termination by the Company other than for Cause, or (b) the Executive's employment is terminated by the Executive for Good Reason, the Executive shall be entitled to receive: (A) the Accrued Rights, (B) an amount equal to two times the Base Salary, payable in a single lump sum within thirty (30) days following the date of termination; (C) an amount equal to two times the greater of (i) the Target Bonus for the fiscal year in which termination of the Executive's employment occurs and (ii) the highest Bonus paid to the Executive for the three fiscal years immediately preceding that in which termination occurs, payable in a lump sum within thirty (30) days following termination; (D) continuation of the participation of the Executive and his eligible dependents in the Company's health and dental plans and continuation of the participation of the Executive in the Company's group life insurance plan until the expiration of two years following the date of termination of the Executive's employment or, if earlier, until the date he becomes eligible for coverage under the health, dental or life insurance plan of another employer; provided, however, that in the event that the Company determines that it is unable to continue any such participation, it shall pay the cost, on an after-tax basis, of comparable coverage; (E) notwithstanding anything to the contrary in the Company's equity-based plans or any equity award agreement between the Company and the Executive, immediate vesting of all outstanding unvested equity awards, which in the case of any stock options, shall remain exercisable for a period of one year following the date of termination or until the date such stock options would have expired in the absence of a termination of employment, if earlier; and (F) reimbursement, up to fifteen thousand dollars ($15,000), for outplacement services reasonably selected by the Executive. 3.02. Payments under the applicable provision of this Section 3 shall be in lieu of any and all compensation and benefits of any kind or description to which the Executive might otherwise be entitled, under a severance pay plan or agreement or otherwise, as a result of the termination of his employment under this Section 3. Except for medical, dental and life insurance coverage continued pursuant to Section 3.01(D), Executive's participation in Benefit Plans shall terminate pursuant to the applicable plan terms based on the date of termination of the Executive's employment without regard to any continuation of Base Salary or other payment to the Executive following such date of termination. Nothing contained in this Section 3.02 however, shall constitute or be construed as constituting a waiver by the Executive of any rights to which the Executive became entitled prior to or on the date of termination under any Benefit Plan, other than any severance plan or policy of the Company. 3.03. Any purported termination of employment by the Company or by the Executive shall be communicated by written Notice of Termination to the other party hereto given sixty (60)) days prior to the effective date of such termination. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and such notice shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated.

Termination of Employment Following a Change in Control. 3.01. In the event of (a) If a Change in Control and, within twenty-four (24as defined in Section 6(c) months thereafter: (aof this Agreement) the Company provides notice to the Executive of the Executive's termination by the Company other than for Cause, or (b) the Executive's shall occur and Employee’s employment is involuntarily terminated by the Executive Bank and the Corporation without Cause or Employee resigns for Good Reason, in each case within one hundred eighty (180) days of the Executive Change in Control, Employee shall be entitled to receive: (A) the receive his Accrued Rights, (B) an amount Benefits plus a lump sum payment equal to two (2) times the his Annual Base Salary, payable in a single lump sum which shall be paid to Employee within thirty sixty (3060) days following the date of termination; his termination of employment. In addition, for a period of two (C2) years from the date of termination of employment, or until Employee secures substantially similar benefits through other employment, whichever shall first occur, Employee shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Employee during the two (2) years prior to his termination of employment. If the Bank and the Corporation cannot provide such benefits because Employee is no longer an employee, the Bank and the Corporation shall reimburse Employee in an amount equal to two times the greater of (i) the Target Bonus for the fiscal year in which termination of the Executive's employment occurs and (ii) the highest Bonus monthly premium paid by him to the Executive for the three fiscal years immediately preceding that in which termination occurs, payable in a lump sum within thirty (30) days following termination; (D) continuation of the participation of the Executive and his eligible dependents in the Company's obtain substantially similar health and dental plans and continuation of the participation of the Executive in the Company's group life insurance plan welfare employee benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of two (2) years following from the date of termination of employment or until Employee secures substantially similar benefits through other employment, whichever shall first occur, subject to Code Section 409A if applicable. Notwithstanding any provision of this Agreement to the Executive's employment orcontrary, if earlierEmployee shall forfeit his rights to receive the payments and benefits set forth in Section 6(a) unless he executes a general release of claims in favor of the Bank and the Corporation in a form to be provided by the Bank and the Corporation, until and such release becomes effective and irrevocable in accordance with its terms, on or before the date he becomes eligible for coverage under the healththat is sixty (60) days after Employee’s termination of employment. However, dental or life insurance plan of another employer; provided, however, that in the event that the Company determines that it is unable payment described herein, when added to continue any such participation, it shall pay the cost, all other amounts or benefits provided to or on an after-tax basis, behalf of comparable coverage; (E) notwithstanding anything to the contrary Employee in the Company's equity-based plans or any equity award agreement between the Company and the Executive, immediate vesting of all outstanding unvested equity awards, which in the case of any stock options, shall remain exercisable for a period of one year following the date of termination or until the date such stock options would have expired in the absence of a connection with his termination of employment, if earlier; would result in the imposition of an excise tax under Section 4999 of the Code, the Bank and the Corporation will pay to Employee an additional cash payment (F“Gross-up Payment”) reimbursement, in an amount such that the after-tax proceeds of such Gross-up Payment (including any income tax or excise tax on such Gross-up Payment) will be equal to fifteen thousand dollars ($15,000), for outplacement services reasonably selected by the Executiveamount of the excise tax. 3.02. Payments under (b) Employee shall not be required to mitigate the applicable provision amount of any payment provided for in this Section 3 shall be in lieu of any and all compensation and benefits of any kind or description to which the Executive might otherwise be entitled, under a severance pay plan or agreement 6 by seeking other employment or otherwise. Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 6 shall not be reduced by any compensation earned by Employee as a the result of the termination employment by another employer or by reason of his employment under this Section 3. Except for medical, dental and life insurance coverage continued pursuant Employee’s receipt of or right to Section 3.01(D), Executive's participation in Benefit Plans shall terminate pursuant to the applicable plan terms based on receive any retirement or other benefits after the date of termination of the Executive's employment without regard to any continuation of Base Salary or other payment to the Executive following such date of termination. Nothing contained otherwise. (c) As used in this Section 3.02 howeverAgreement, “Change in Control” shall constitute or be construed as constituting a waiver by the Executive of any rights to which the Executive became entitled prior to or on the date of termination under any Benefit Plan, other than any severance plan or policy of the Company. 3.03. Any purported termination of employment by the Company or by the Executive shall be communicated by written Notice of Termination to the other party hereto given sixty (60)mean:

Termination of Employment Following a Change in Control. 3.01. In the event of a Change in Control and, within twenty-four (24) months thereafter: (a) In the ------------------------------------------------------- event that: (i) the Company provides notice to the Executive terminates Employee after a change in control of the Executive's termination by Company, as defined in Section 3(b) or (ii) (x) Employee terminates his employment with the Company other than for Causewithin one (1) year after a change in control of the Company and (y) a constructive demotion has occurred, or (b) the Executive's employment is terminated by the Executive for Good Reasonas defined in Section 3(c), the Executive shall be entitled to receive: (A) the Accrued Rights, (B) an amount equal to two times the Base Salary, payable in a single lump sum within thirty (30) days following after such termination, the Company shall pay to Employee any salary accrued to the date of such termination and not theretofore paid, in addition to a lump sum payment of an amount equal to 12 months' base salary at a rate equal to the highest annualized rate in effect during the six consecutive month period immediately prior to such termination. The Company shall continue to carry the life, disability, health, hospitalization, surgical and major medical insurance coverage for such 12-month period following termination of employment, unless prohibited by the insurer or by law, in which case the Company shall provide the economic equivalent (as defined below). If coverage is continued, the Company shall give the Employee the right to assume the life, disability, health, hospitalization, surgical and major medical insurance coverage or to reimburse the Company for its continuing payments under such policies, unless prohibited by the insurer or by law. For purposes of this Section, "economic equivalent" shall mean the cost of the premiums paid by the Company for the insurance coverage provided to Employee by the Company during the 12 consecutive month period prior to such termination. Any such continuing insurance coverage, or economic equivalent thereof, will be offset by comparable coverage to Employee in connection with subsequent employment, if any. Other rights and benefits of Employee under employee benefit plans and programs of the Company, generally, will be determined in accordance with the terms and provisions of such plans and programs. (b) For purposes of this Section 3, a change in control of the company shall be deemed to have occurred if: (A) a "person" (meaning an individual, a partnership, or other group or association as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, other than Employee, or a group including the Employee) acquires, directly or indirectly, twenty-five percent (25%) or more of the combined voting power of the outstanding securities of the Company having a right to vote in elections of directors; or (B) the individuals who as of the date of this Agreement constitute the Board of Directors of the Company cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by the current Chairman of the Board and the current Board of Directors of the Company; or (C) the business of the Company is disposed of by the Company to a party or parties other than a subsidiary or other affiliate of the Company, in which the Company owns less than a majority of the equity, pursuant to a partial or complete liquidation of the Company, a sale of assets (including stock of a subsidiary of the Company) or otherwise. (c) For purposes of this Section 3, a constructive demotion shall be deemed to have occurred if: (A) The Company demotes Employee to a materially lesser position than the position held immediately preceding any change in control of the Company; (B) the Company causes a material change in the nature or scope of the authorities, powers, functions, duties, or responsibilities attached to Employee's position held immediately preceding any change in control of the Company; (C) an amount equal to two times the greater Company decreases Employee's base salary (exclusive of (iany bonuses and benefits) the Target Bonus for the fiscal year in which termination of the Executive's employment occurs and (ii) below the highest Bonus annualized rate paid to Employee during the Executive for the three fiscal years six consecutive month period immediately preceding that any change in which termination occurs, payable in a lump sum within thirty control (30) days following terminationtaking into account increases made from time to time); (D) continuation the Company materially reduces Employee's benefits under any employee benefit plan, program or arrangement of the participation of company (other than a change that affects all senior executive employees) from the Executive and his eligible dependents level in effect during the Company's health and dental plans and continuation of the participation of the Executive in the Company's group life insurance plan until the expiration of two years following the date of termination of the Executive's employment or, if earlier, until the date he becomes eligible for coverage under the health, dental or life insurance plan of another employer12 consecutive month period prior to any such reduction; provided, however, that in the event that the Company determines that it is unable to continue any such participationreduction is not due to employee's, it shall pay employee's working units, or the cost, on an after-tax basis, of comparable coverageCompany's failure to meet certain goals upon which any such benefits or bonuses are based; or (E) notwithstanding anything to the contrary in the Company's equity-based plans or any equity award agreement between the Company and fails to obtain the Executive, immediate vesting of all outstanding unvested equity awards, which in the case of any stock options, shall remain exercisable for a period of one year following the date of termination or until the date such stock options would have expired in the absence agreement of a termination of employment, if earlier; and (F) reimbursement, up successor company to fifteen thousand dollars ($15,000), for outplacement services reasonably selected by assume the Executive. 3.02. Payments under the applicable provision of this Section 3 shall be in lieu of any and all compensation and benefits of any kind or description to which the Executive might otherwise be entitled, under a severance pay plan or agreement or otherwise, as a result obligations of the termination of his employment Company under this Agreement as required by Section 3. Except for medical, dental and life insurance coverage continued pursuant to Section 3.01(D), Executive's participation in Benefit Plans shall terminate pursuant to the applicable plan terms based on the date of termination of the Executive's employment without regard to any continuation of Base Salary or other payment to the Executive following such date of termination. Nothing contained in this Section 3.02 however, shall constitute or be construed as constituting a waiver by the Executive of any rights to which the Executive became entitled prior to or on the date of termination under any Benefit Plan, other than any severance plan or policy of the Company6. 3.03. Any purported termination of employment by the Company or by the Executive shall be communicated by written Notice of Termination to the other party hereto given sixty (60)