Common use of Termination Upon Change in Control Clause in Contracts

Termination Upon Change in Control. In the event Executive’s employment is terminated in a Termination Upon a Change in Control, Executive shall be paid the following as severance compensation: (a) For two (2) years following such termination of employment, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal to the Base Salary at the rate payable at the time of such termination plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such termination of employment occurs (determined as though all requisite targets were fully and completely achieved). Notwithstanding any provision in this paragraph (a) to the contrary, Executive may, in Executive’s sole discretion, by delivery of a notice to the Company within 30 days following a Termination Upon a Change in Control, elect to receive from the Company a lump sum severance payment by bank cashier’s check equal to the present value of the flow of cash payments that would otherwise be paid to Executive pursuant to this paragraph (a). Such present value shall be determined as of the date of delivery of the notice of election by Executive and shall be based on a discount rate equal to the prime rate, as reported in The Wall Street Journal, or similar publication, on the date of delivery of the election notice. If Executive elects to receive a lump sum severance payment, the Company shall make such payment to Executive within 30 days following the date on which Executive notifies the Company of Executive’s election. (b) In the event that Executive is not otherwise entitled to fully exercise all awards granted to him under any stock option plan maintained by the Company and any such plan does not otherwise provide for acceleration of exerciseability upon the occurrence of the Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) All restricted stock granted to Executive will vest and become transferable. (d) Executive shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Company in which Executive is a participant to the full extent of Executive’s rights under such plans, including any perquisites provided under this Agreement, through the remainder of the Employment Term; provided, however, that the benefits under any such plans of the Company in which Executive is a participant, including any such perquisites, shall cease upon Executive’s obtaining other employment. If necessary to provide such benefits to Executive, the Company shall, at its election, either: (i) amend its employee benefit plans to provide the benefits described in this paragraph (c), to the extent that such is permissible under the nondiscrimination requirements and other provisions of the Internal Revenue Code of 1986 (the “Code”) and the provisions of Executive Retirement Income Security Act of 1974, or (ii) provide separate benefit arrangements or cash payments so that Executive receives amounts equivalent thereto, net of tax consequences.

Termination Upon Change in Control. In the event Executive’s the ---------------------------------- Employee's employment is terminated in a Termination Upon a Change in Control, Executive the Employee shall be paid the following as severance compensation: (a) For two one (21) years year following such termination of employment, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal to the sum of (i) the Base Salary at the rate payable at the time of such termination plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an the average of the annual bonus earned by the Employee in the two (2) years immediately preceding the date of termination. If, however, the Employee obtains other employment during such period, the amount equal payable under this paragraph (a) shall be reduced by the amount of compensation that the Employee is receiving from such other employment; provided, however, the Employee is under no obligation to mitigate the amount due to the Targeted Bonuses due Employee pursuant to this paragraph (based on the Base Salary then in effecta) for the year in which such termination of by seeking other employment occurs (determined as though all requisite targets were fully and completely achieved)or otherwise. Notwithstanding any provision in this paragraph (a) to the contrary, Executive the Employee may, in Executive’s the Employee's sole discretion, by delivery of a notice to the Company within 30 thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Company a lump sum severance payment by bank cashier’s 's check equal to the present value of the flow of cash payments that would otherwise be paid to Executive the Employee pursuant to this paragraph (a). Such present value shall be determined as of the date of delivery of the notice of election by Executive the Employee and shall be based on a discount rate equal to the prime rateinterest rate on 90-day United States Treasury bills, as reported in The the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If Executive the Employee elects to receive a lump sum severance payment, the Company shall make such payment to Executive the Employee within 30 ten (10) days following the date on which Executive the Employee notifies the Company of Executive’s the Employee's election. (b) In the event that Executive the Employee is not otherwise entitled to fully exercise all awards granted to him her under any stock option plan maintained by the Company Company's Incentive Stock Plan, and any such plan the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of the Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) All restricted stock granted to Executive will vest and become transferable. (d) Executive The Employee shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Company in which Executive the Employee is a participant to the full extent of Executive’s the Employee's rights under such plans, including any perquisites provided under this Agreement, through the remainder of the Employment Term; provided, however, that the benefits under any such plans of the Company in which Executive the Employee is a participant, including any such perquisites, shall cease upon Executive’s the Employee's obtaining other employment. If necessary to provide such benefits to Executivethe Employee, the Company shall, at its election, either: (i) amend its employee benefit plans to provide the benefits described in this paragraph (c), to the extent that such is permissible under the nondiscrimination requirements and other provisions of the Internal Revenue Code of 1986 (the “"Code”") and the provisions of Executive the Employee Retirement Income Security Act of 1974, or (ii) provide separate benefit arrangements or cash payments so that Executive the Employee receives amounts equivalent thereto, net of tax consequences.

Termination Upon Change in Control. In Anything hereinabove to the contrary notwithstanding, if the Executive is not fully vested in the amount set forth in Schedule A, year ten (10), he will become fully vested in said amount in the event Executive’s employment is terminated of a change in a Termination Upon a Change control as defined in ControlParagraph 1.2 of this Agreement, Executive and shall be paid the following as severance compensation: (a) For two (2) years following such termination of employment, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal entitled to the Base Salary at full amount set forth in Schedule A, year ten (10), upon the rate payable at the time of such termination plus (i) any accrued terms and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such conditions hereof, if termination of employment thereafter occurs (determined for any reason other than as though all requisite targets were fully and completely achievedset forth in Paragraph 5.1(c), under this Paragraph 5.1(e) as a result of such change in control. Notwithstanding any The amount payable pursuant to this provision in this paragraph (a) to shall be reduced by the contrary, Executive may, in Executive’s sole discretion, by delivery of a notice to the Company within 30 days following a Termination Upon a Change in Control, elect to receive from the Company a lump sum severance payment by bank cashier’s check equal to the present value of the flow of cash payments that would otherwise be amount paid to Executive pursuant under provisions of his Employment Agreement covering loss of employment as a result of a change in Bank ownership. The full amount specified in Schedule A is referred to in this paragraph (a). Such present value shall be determined subparagraph 5.1(e) as of the date of delivery of the notice of election by Executive and shall be based on a discount rate equal to the prime rate, as reported in The Wall Street Journal, or similar publication, on the date of delivery of the election notice. If Executive elects to receive a lump sum severance payment, the Company shall make such payment to Executive within 30 days following the date on which Executive notifies the Company of Executive’s election"Severance Payment. (b) " In the event that Executive is not otherwise entitled any payment or benefit received or to fully exercise all awards granted to him under any stock option plan maintained be received by the Company and any such plan does not otherwise provide for acceleration of exerciseability upon Executive in connection with the occurrence change in control of the Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) All restricted stock granted to Executive will vest and become transferable. (d) Executive shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans Employer or the termination of the Company in which Executive is a participant Executive's employment whether payable pursuant to the full extent terms of Executive’s rights under such plansthis Agreement or any other plan, including any perquisites provided under this Agreementarrangement or agreement with the Employer, through (together with the remainder Severance Payment the "Total Payments") will not be deductible (in whole or in part) as a result of the Employment Term; provided, however, that the benefits under any such plans of the Company in which Executive is a participant, including any such perquisites, shall cease upon Executive’s obtaining other employment. If necessary to provide such benefits to Executive, the Company shall, at its election, either: (i) amend its employee benefit plans to provide the benefits described in this paragraph (c), to the extent that such is permissible under the nondiscrimination requirements and other provisions Section 280G of the Internal Revenue Code of 1986 1954, as amended (the “"Code”) and "), the provisions Severance Payment shall be reduced until no portion of Executive Retirement Income Security Act the Total Payments is nondeductible as a result of 1974Section 280G of the Code, or the Severance Payment is reduced to zero (ii0). For purposes of this limitation: (1) provide separate benefit arrangements No portion of the Total Payments, the receipt or cash payments enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, shall be taken into account; (2) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (3) The Severance Payment shall be reduced only to the extent necessary so that Executive receives amounts equivalent theretothe Total Payments (other than those referred to in clause (1) or clause (2) in their entirety) constitute reasonable compensation for services actually rendered within. the meaning of Section 280G of the Code, net in the opinion of tax consequencescounsel referred to in clause (2); and (4) The value of any non-cash benefit or any deferred payment or benefit included in the total payment shall be determined by the Employer's Independent auditors in accordance with the principles of Section 280G of the Code.

Termination Upon Change in Control. (a) In the event Executive’s employment is terminated in a of the Employee's Termination Upon a Change in Control, Executive Employee shall be paid entitled to the following as severance compensationseparation benefits: (ai) For two those benefits earned under Section 2 (2other than any unpaid incentive bonus) years through the date of Employee's termination; (ii) Employee's employment as an officer of the Company shall terminate immediately; however, the Company shall continue Employee's employment as a non-officer employee of the Company for a period of one (1) year following the date of the Employee's termination (the "Severance Period"). During such termination of employmentperiod, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal Employee shall be entitled to the Base Salary at the rate payable greater of (1) Employee's then current salary at the time of such termination plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such termination of employment occurs (determined as though all requisite targets were fully and completely achieved). Notwithstanding any provision in this paragraph (a) to the contrary, Executive may, in Executive’s sole discretion, by delivery of a notice to the Company within 30 days following a Termination Upon a Change in Control, elect to receive from or (2) Employee's salary and bonus over the Company a lump sum severance payment preceding twelve (12) months, in either case less applicable withholding, payable in accordance with the Company's normal payroll practices; (iii) within ten (10) days of submission of proper expense reports by bank cashier’s check equal to the present value of the flow of cash payments that would otherwise be paid to Executive pursuant to this paragraph (a). Such present value shall be determined as of the date of delivery of the notice of election by Executive and shall be based on a discount rate equal to the prime rate, as reported in The Wall Street Journal, or similar publication, on the date of delivery of the election notice. If Executive elects to receive a lump sum severance paymentEmployee, the Company shall make such payment to Executive within 30 days following reimburse the date on which Executive notifies the Company of Executive’s election. (b) In the event that Executive is not otherwise entitled to fully exercise Employee for all awards granted to him under any stock option plan maintained expenses reasonably and necessarily incurred by the Company and any such plan does not otherwise provide for acceleration of exerciseability upon Employee in connection with the occurrence of the Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) All restricted stock granted to Executive will vest and become transferable. (d) Executive shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans business of the Company in which Executive is a participant prior to his termination of employment; (iv) continued provision of the full extent of Executive’s rights under such plans, including any perquisites provided under this Agreement, Company's standard employee medical insurance coverages through the remainder end of the Employment TermSeverance Period; thereafter, Employee shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA); provided, however, that in the benefits event Employee becomes covered under any such plans of another employer's group health plan during the Company in which Executive is a participant, including any such perquisites, shall cease upon Executive’s obtaining other employment. If necessary to provide such benefits to Executiveperiod provided for herein, the Company shallshall cease provision of continued group health insurance for Employee; and (v) notwithstanding any provisions to the contrary contained in any stock option agreement between the Company and the Employee, upon a Termination Upon Change in Control, (1) 50% of all unvested stock options granted by the Company to the Employee prior to the Change in Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full as of the time of such Termination Upon Change in Control if such date is on or before December 31, 1999; (2) 100% of all unvested stock options granted by the Company to the Employee prior to the Change in Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full as of the time of such Termination Upon Change in Control if such date is after December 31, 1999; (3) all such stock options shall remain exercisable for a period of at its electionleast one (1) year, either: subject to any longer periods for exercise of such options set forth in the particular option agreements. This Subsection 4(a)(v) shall apply to all such stock option agreements, whether heretofore or hereafter entered into between the Company and the Employee. (b) The Employee's entitlement to any benefits under Section 4 is conditioned upon the Employee's execution and delivery to the Company of (i) amend its employee benefit plans to provide the benefits described a general release of claims in this paragraph (c), a form satisfactory to the extent that such is permissible under the nondiscrimination requirements Company and other provisions of the Internal Revenue Code of 1986 (the “Code”) and the provisions of Executive Retirement Income Security Act of 1974, or (ii) a resignation from all of Employee's positions with the Company (with the exception of any continued employment for the purposes set forth in Section 4(a)) in a form satisfactory to the Company. (c) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity which offers products or services that are competitive with any products or services offered by the Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from his employment with the Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 4. (d) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the Company of such acceptance and provide separate benefit arrangements to the Company information with respect to such person or cash payments so entity as the Company may reasonably request in order to determine if that Executive receives amounts equivalent thereto, net of tax consequencesperson's or entity's products or services are competitive with the Company's.

Termination Upon Change in Control. In (a) Upon the event Executive’s employment is terminated in a Termination Upon discharge of Executive by Employer without Cause within the twelve (12) months immediately following, or the six (6) months immediately preceding, a Change in Control, then upon such Termination of Employment, this Agreement shall terminate immediately (except for such provisions of this Agreement that expressly survive termination hereof) and Executive shall be paid entitled to receive the Accrued Amounts. In addition, conditioned upon Executive’s execution of a release, in a form provided by Employer, within forty-five (45) days following as severance compensationsuch Termination of Employment, Executive shall be entitled to receive: (ai) For any unvested portion of the Equity Grant; and (ii) if, and only if, such Change of Control is on or after the first anniversary of the Effective Date, a cash amount equal to two (2) years following such termination times the sum of employment, an amount (payable on A) the dates specified in subsection 4.1 except as otherwise provided herein) equal annual base salary rate of Executive immediately prior to the Base Salary at the rate payable at the time effective date of such termination plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 Termination of this Agreement Employment, and (iiB) an amount equal to the Targeted Bonuses due (based on Incentive Bonus paid to Executive in respect of the Base Salary then in effect) for calendar year immediately preceding the year of the Termination of Employment, payable in which a lump-sum payment within sixty (60) days of the effective date of such termination Termination of employment occurs Employment (determined as though all requisite targets were fully and completely achieved). Notwithstanding any provision in this paragraph (a) to or, if later, the contrary, Executive may, in Executive’s sole discretion, by delivery effective date of a notice to the Company within 30 days following a Termination Upon a Change in Control, elect to receive from the Company a lump sum severance payment by bank cashier’s check equal to the present value of the flow of cash payments that would otherwise be paid to Executive pursuant to this paragraph (a). Such present value shall be determined as of the date of delivery of the notice of election by Executive and shall be based on a discount rate equal to the prime rate, as reported in The Wall Street Journal, or similar publication, on the date of delivery of the election notice. If Executive elects to receive a lump sum severance payment, the Company shall make such payment to Executive within 30 days following the date on which Executive notifies the Company of Executive’s election. (b) In Anything in this Section 6 to the contrary notwithstanding, in the event it shall be determined that any payment or distribution made, or benefit provided, by Employer to or for the benefit of Executive pursuant to this Agreement or any plan, program, or arrangement of Employer (whether paid or payable or distributed or distributable or provided pursuant to the terms hereof or otherwise) would constitute a “parachute payment” as defined in Section 280G of the Code, then the benefits payable to Executive under this Agreement or such plan, program, or arrangement shall be reduced so that the aggregate present value of all payments in the nature of compensation to (or for the benefit of) Executive that are contingent on a change of control (as defined in Section 280G(b)(2)(A) of the Code) is One Dollar ($1.00) less than the amount that Executive could receive without being considered to have received any parachute payment (the amount of this reduction in the benefits payable is not otherwise entitled referred to fully exercise all awards granted to him under any stock option plan maintained by herein as the Company and any such plan does not otherwise provide for acceleration of exerciseability upon the occurrence “Excess Amount”). The determination of the Change in Control described hereinamount of any reduction required by this Section 6(b) shall be made by an independent accounting firm selected by Employer, and such awards determination shall become immediately exercisable upon a Change in Controlbe conclusive and binding on the parties hereto. (c) All restricted stock granted Notwithstanding anything to the contrary contained herein, any amounts payable to Executive will vest and become transferablepursuant to Section 6(a) shall be reduced by any amounts previously received by Executive pursuant to Section 5 above. (d) Executive shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Company in which Executive is a participant to the full extent of Executive’s rights under such plans, including any perquisites provided under this Agreement, through the remainder of the Employment Term; provided, however, that the benefits under any such plans of the Company in which Executive is a participant, including any such perquisites, shall cease upon Executive’s obtaining other employment. If necessary to provide such benefits to Executive, the Company shall, at its election, either: (i) amend its employee benefit plans to provide the benefits described in this paragraph (c), to the extent that such is permissible under the nondiscrimination requirements and other provisions of the Internal Revenue Code of 1986 (the “Code”) and the provisions of Executive Retirement Income Security Act of 1974, or (ii) provide separate benefit arrangements or cash payments so that Executive receives amounts equivalent thereto, net of tax consequences.

Termination Upon Change in Control. (a) In the event Executive’s employment is terminated in a of the Employee's Termination Upon a Change in Control, Executive Employee shall be paid entitled to the following as severance compensationseparation benefits: (ai) For those benefits earned under Section 2 (other than any unpaid incentive bonus) through the date of Employee's termination; (ii) Employee's employment as an officer of the Company shall terminate immediately; however, the Company shall continue Employee's employment as a non-officer employee of the Company for a period of two (2) years following the date of the Employee's termination (the "Severance Period"). During such termination of employmentperiod, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal Employee shall be entitled to the Base Salary at the rate payable at the time of such termination Employee's then current salary plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Targeted Bonuses due entire target bonus and/or target commission (based on the Base Salary then whether or not earned) pursuant to target bonus or commission plans in effect) effect for the year in which such termination Employee at the time of employment occurs (determined as though all requisite targets were fully and completely achieved). Notwithstanding any provision in this paragraph (a) to the contrary, Executive may, in Executive’s sole discretion, by delivery of a notice to the Company within 30 days following a Termination Upon a Change in Control, elect to receive from less applicable withholding, payable in accordance with the Company a lump sum severance payment Company's normal payroll practices; (iii) within ten (10) days of submission of proper expense reports by bank cashier’s check equal to the present value of the flow of cash payments that would otherwise be paid to Executive pursuant to this paragraph (a). Such present value shall be determined as of the date of delivery of the notice of election by Executive and shall be based on a discount rate equal to the prime rate, as reported in The Wall Street Journal, or similar publication, on the date of delivery of the election notice. If Executive elects to receive a lump sum severance paymentEmployee, the Company shall make such payment to Executive within 30 days following reimburse the date on which Executive notifies the Company of Executive’s election. (b) In the event that Executive is not otherwise entitled to fully exercise Employee for all awards granted to him under any stock option plan maintained expenses reasonably and necessarily incurred by the Company and any such plan does not otherwise provide for acceleration of exerciseability upon Employee in connection with the occurrence of the Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) All restricted stock granted to Executive will vest and become transferable. (d) Executive shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans business of the Company in which Executive is a participant prior to her termination of employment; (iv) continued provision of the full extent of Executive’s rights under such plans, including any perquisites provided under this Agreement, Company's standard employee medical insurance coverages through the remainder end of the Employment TermSeverance Period; thereafter, Employee shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA); provided, however, that in the benefits event Employee becomes covered under any such plans of another employer's group health plan during the Company in which Executive is a participant, including any such perquisites, shall cease upon Executive’s obtaining other employment. If necessary to provide such benefits to Executiveperiod provided for herein, the Company shallshall cease provision of continued group health insurance for Employee; and (v) notwithstanding any provisions to the contrary contained in any stock option agreement between the Company and the Employee, upon a Termination Upon Change in Control, (1) all stock options granted by the Company to the Employee prior to the Change in Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full as of the time of such Termination Upon Change in Control; and (2) all such stock options shall remain exercisable for a period of at its electionleast one (1) year, either: subject to any longer periods for exercise of such options set forth in the particular option agreements. This Subsection 4(a)(v) shall apply to all such stock option agreements, whether heretofore or hereafter entered into between the Company and the Employee. (b) The Employee's entitlement to any benefits under Section 4 is conditioned upon the Employee's execution and delivery to the Company of (i) amend its employee benefit plans to provide the benefits described a general release of claims in this paragraph (c), a form satisfactory to the extent that such is permissible under the nondiscrimination requirements Company and other provisions of the Internal Revenue Code of 1986 (the “Code”) and the provisions of Executive Retirement Income Security Act of 1974, or (ii) a resignation from all of Employee's positions with the Company (with the exception of any continued employment for the purposes set forth in Section 4(a)), including from the Board of Directors and any committees thereof on which the Employee serves, in a form satisfactory to the Company. (c) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity which offers products or services that are competitive with any products or services offered by the Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from her employment with the Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 4. (d) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the Company of such acceptance and provide separate benefit arrangements to the Company information with respect to such person or cash payments so entity as the Company may reasonably request in order to determine if that Executive receives amounts equivalent thereto, net of tax consequencesperson's or entity's products or services are competitive with the Company's.

Termination Upon Change in Control. In the event Executive’s the Employee's ---------------------------------- employment is terminated in a Termination Upon a Change in Control, Executive the Employee shall be paid the following as severance compensation: (a) For two one (21) years year following such termination of employment, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal to the Base Salary at the rate payable at the time of such termination plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such termination of employment occurs (determined as though all requisite targets were fully and completely achieved)termination. Notwithstanding any provision in this paragraph (a) to the contrary, Executive the Employee may, in Executive’s the Employee's sole discretion, by delivery of a notice to the Company within 30 thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Company a lump sum severance payment by bank cashier’s 's check equal to the present value of the flow of cash payments that would otherwise be paid to Executive the Employee pursuant to this paragraph (a). Such present value shall be determined as of the date of delivery of the notice of election by Executive the Employee and shall be based on a discount rate equal to the prime rateLIBOR plus 2.25%, as reported in The the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If Executive the Employee elects to receive a lump sum severance payment, the Company shall make such payment to Executive the Employee within 30 thirty (30) days following the date on which Executive the Employee notifies the Company of Executive’s the Employee's election. (b) In the event that Executive the Employee is not otherwise entitled to fully exercise all awards granted to him under any stock option plan maintained by the Company Company's Incentive Stock Plan, and any such plan the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of the Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) All restricted stock granted to Executive will the Employee will, subject to applicable federal and state securities laws, vest and become transferable. (d) Executive The Employee shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Company in which Executive the Employee is a participant to the full extent of Executive’s the Employee's rights under such plans, including any perquisites provided under this Agreement, through the remainder of the Employment Term; provided, however, that the benefits under any such plans of the Company in which Executive the Employee is a participant, including any such perquisites, shall cease upon Executive’s the Employee's obtaining other employment. If necessary to provide such benefits to Executivethe Employee, the Company shall, at its election, either: (i) amend its employee benefit plans to provide the benefits described in this paragraph (c), to the extent that such is permissible under the nondiscrimination requirements and other provisions of the Internal Revenue Code of 1986 (the “"Code”") and the provisions of Executive the Employee Retirement Income Security Act of 1974, or (ii) provide separate benefit arrangements or cash payments so that Executive the Employee receives amounts equivalent thereto, net of tax consequences.

Termination Upon Change in Control. In the event Executive’s employment is terminated in a Termination Upon a Change in Control, Executive shall be paid the following as severance compensation: (a) For two (2) years following such termination of employment, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal to the Base Salary at the rate payable at the time of such termination plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such termination of employment occurs (determined as though all requisite targets were fully and completely achieved). Notwithstanding any provision in this paragraph (a) to the contrary, Executive may, in Executive’s sole discretion, by delivery of a notice to the Company within 30 days following a Termination Upon a Change in Control, elect to receive from the Company a lump sum severance payment by bank cashier’s check equal to the present value of the flow of cash payments that would otherwise be paid to Executive pursuant to this paragraph (a). Such present value shall be determined as of the date of delivery of the notice of election by Executive and shall be based on a discount rate equal to the prime rate, as reported in The the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If Executive elects to receive a lump sum severance payment, the Company shall make such payment to Executive within 30 days following the date on which Executive notifies the Company of Executive’s election. (b) In the event that Executive is not otherwise entitled to fully exercise all awards granted to him under any stock option plan maintained by the Company and any such plan does not otherwise provide for acceleration of exerciseability upon the occurrence of the Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) All restricted stock granted to Executive will vest and become transferable. (d) Executive shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Company in which Executive is a participant to the full extent of Executive’s rights under such plans, including any perquisites provided under this Agreement, through the remainder of the Employment Term; provided, however, that the benefits under any such plans of the Company in which Executive is a participant, including any such perquisites, shall cease upon Executive’s obtaining other employment. If necessary to provide such benefits to Executive, the Company shall, at its election, either: (i) amend its employee benefit plans to provide the benefits described in this paragraph (c), to the extent that such is permissible under the nondiscrimination requirements and other provisions of the Internal Revenue Code of 1986 (the “Code”) and the provisions of Executive Retirement Income Security Act of 1974, or (ii) provide separate benefit arrangements or cash payments so that Executive receives amounts equivalent thereto, net of tax consequences.

Termination Upon Change in Control. In the event Executive’s the Employee's ---------------------------------- employment is terminated in a Termination Upon a Change in Control, Executive and subject to section 6.4, the Employee shall be paid the following as severance compensation: (a) For two each of the three (23) years following such termination of employment, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal to the sum of (i) the Base Salary at the rate payable at the time of such termination plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Targeted Bonuses due average of the annual bonus earned by the Employee in the two (based on 2) years immediately preceding the Base Salary then in effect) for the year in which such termination date of employment occurs (determined as though all requisite targets were fully and completely achieved)termination. Notwithstanding any provision in this paragraph (a) to the contrary, Executive the Employee may, in Executive’s the Employee's sole discretion, by delivery of a notice to the Company within 30 thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Company a lump sum severance payment by bank cashier’s 's check equal to the present value of the flow of cash payments that would otherwise be paid to Executive the Employee pursuant to this paragraph (a). Such present value shall be determined as of the date of delivery of the notice of election by Executive the Employee and shall be based on a discount rate equal to the prime rateinterest rate on 90-day United States Treasury bills, as reported in The the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If Executive the Employee elects to receive a lump sum severance payment, the Company shall make such payment to Executive the Employee within 30 ten (10) days following the date on which Executive the Employee notifies the Company of Executive’s the Employee's election. (b) In the event that Executive the Employee is not otherwise entitled to fully exercise all awards granted to him the Employee under any stock option plan maintained by the Company Company's Incentive Stock Plan, and any such plan the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability of options upon the occurrence of the Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) All restricted stock granted to Executive will vest and become transferable. (d) Executive The Employee shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Company in which Executive the Employee is a participant to the full extent of Executive’s the Employee's rights under such plans, including any perquisites provided under this Agreement, through the remainder of the Employment Term; provided, however, that the benefits under any such plans of the Company in which Executive the Employee is a participant, including any such perquisites, shall cease upon Executive’s the Employee's obtaining other employment. If necessary to provide such benefits to Executivethe Employee, the Company shall, at its election, either: (i) amend its employee benefit plans to provide the benefits described in this paragraph (c), to the extent that such is permissible under the nondiscrimination requirements and other provisions of the Internal Revenue Code of 1986 (the “"Code”") and the provisions of Executive the Employee Retirement Income Security Act of 1974, or (ii) provide separate benefit arrangements or cash payments so that Executive the Employee receives amounts equivalent thereto, net of tax consequences.

Termination Upon Change in Control. In the event Executive’s employment is terminated in a Termination Upon a Change in Control, Executive shall be paid the following as severance compensation: (a) For two (2) years following such termination of employment, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal to the Base Salary at the rate payable at the time of such termination plus (i) any accrued and unpaid Bonus benefits due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such termination of employment occurs (determined as though all requisite targets were fully and completely achieved). Notwithstanding any provision in this paragraph (a) to the contrary, Executive may, in Executive’s sole discretion, by delivery of a notice to the Company within 30 days following a Termination Upon a Change in Control, elect to receive from the Company a lump sum severance payment by bank cashier’s check equal to the present value of the flow of cash payments that would otherwise be paid to Executive pursuant to this paragraph (a). Such present value shall be determined as of the date of delivery of the notice of election by Executive and shall be based on a discount rate equal to the prime rate, as reported in The Wall Street Journal, or similar publication, on the date of delivery of the election notice. If Executive elects to receive a lump sum severance payment, the Company shall make such payment to Executive within 30 days following the date on which Executive notifies the Company of Executive’s election. (b) In the event that Executive is not otherwise entitled to fully exercise all awards granted to him under any stock option plan maintained by the Company and any such plan does not otherwise provide for acceleration of exerciseability upon the occurrence of the Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) All restricted stock granted to Executive will vest and become transferable. (d) Executive shall for one year following termination of employment continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Company in which Executive is a participant to the full extent of Executive’s rights under such plans, including any perquisites provided under this Agreement, through the remainder of the Employment Term; provided, however, that the benefits under any such plans of the Company in which Executive is a participant, including any such perquisites, shall cease upon Executive’s obtaining other employment. If necessary to provide such benefits to Executive, the Company shall, at its election, either: (i) amend its employee benefit plans to provide the benefits described in this paragraph (c), to the extent that such is permissible under the nondiscrimination requirements and other provisions of the Internal Revenue Code of 1986 (the “Code”) and the provisions of Executive Retirement Income Security Act of 1974, or (ii) provide separate benefit arrangements or cash payments so that Executive receives amounts equivalent thereto, net of tax consequences.

Termination Upon Change in Control. In Anything hereinabove to the contrary notwithstanding, if the Executive is not fully vested in the amount set forth in Schedule A, year seven (7), he will become fully vested in said amount in the event Executive’s employment is terminated of a change in a Termination Upon a Change control as defined in ControlParagraph 1.2 of this Agreement, Executive and shall be paid the following as severance compensation: (a) For two (2) years following such termination of employment, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal entitled to the Base Salary at full amount set forth in Schedule A, year seven (7), upon the rate payable at the time of such termination plus (i) any accrued terms and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such conditions hereof, if termination of employment thereafter occurs (determined for any reason other than as though all requisite targets were fully and completely achievedset forth in Paragraph 5.1(c), under this Paragraph 5.1(e) as a result of such change in control. Notwithstanding any The amount payable pursuant to this provision in this paragraph (a) to shall be reduced by the contrary, Executive may, in Executive’s sole discretion, by delivery of a notice to the Company within 30 days following a Termination Upon a Change in Control, elect to receive from the Company a lump sum severance payment by bank cashier’s check equal to the present value of the flow of cash payments that would otherwise be amount paid to Executive pursuant under provisions of his Employment Agreement covering loss of employment as a result of a change in Bank ownership. The full amount specified in Schedule A is referred to in this paragraph (a). Such present value shall be determined subparagraph 5.1(e) as of the date of delivery of the notice of election by Executive and shall be based on a discount rate equal to the prime rate, as reported in The Wall Street Journal, or similar publication, on the date of delivery of the election notice. If Executive elects to receive a lump sum severance payment, the Company shall make such payment to Executive within 30 days following the date on which Executive notifies the Company of Executive’s election"Severance Payment. (b) " In the event that Executive is not otherwise entitled any payment or benefit received or to fully exercise all awards granted to him under any stock option plan maintained be received by the Company and any such plan does not otherwise provide for acceleration of exerciseability upon Executive in connection with the occurrence change in control of the Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) All restricted stock granted to Executive will vest and become transferable. (d) Executive shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans Employer or the termination of the Company in which Executive is a participant Executive's employment whether payable pursuant to the full extent terms of Executive’s rights under such plansthis Agreement or any other plan, including any perquisites provided under this Agreementarrangement or agreement with the Employer, through (together with the remainder Severance Payment the "Total Payments") will not be deductible (in whole or in part) as a result of the Employment Term; provided, however, that the benefits under any such plans of the Company in which Executive is a participant, including any such perquisites, shall cease upon Executive’s obtaining other employment. If necessary to provide such benefits to Executive, the Company shall, at its election, either: (i) amend its employee benefit plans to provide the benefits described in this paragraph (c), to the extent that such is permissible under the nondiscrimination requirements and other provisions Section 280G of the Internal Revenue Code of 1986 1954, as amended (the “"Code”) and "), the provisions Severance Payment shall be reduced until no portion of Executive Retirement Income Security Act the Total Payments is nondeductible as a result of 1974Section 280G of the Code, or the Severance Payment is reduced to zero (ii0). For purposes of this limitation: (1) provide separate benefit arrangements No portion of the Total Payments, the receipt or cash payments enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, shall be taken into account; (2) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (3) The Severance Payment shall be reduced only to the extent necessary so that Executive receives amounts equivalent theretothe Total Payments (other than those referred to in clause (1) or clause (2) in their entirety) constitute reasonable compensation for services actually rendered within. the meaning of Section 280G of the Code, net in the opinion of tax consequencescounsel referred to in clause (2); and (4) The value of any non-cash benefit or any deferred payment or benefit included in the total payment shall be determined by the Employer's Independent auditors in accordance with the principles of Section 280G of the Code.

Termination Upon Change in Control. In the event Executive’s the Employee's ---------------------------------- employment is terminated in a Termination Upon a Change in Control, Executive the Employee shall be paid the following as severance compensation: (a) For two each of the three (23) years following such termination of employment, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal to the sum of (i) the Base Salary at the rate payable at the time of such termination plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an the average of the annual bonus earned by the Employee in the two (2) years immediately preceding the date of termination. If, however, the Employee obtains other employment during such period, the amount equal payable under this paragraph (a) shall be reduced by the amount of compensation that the Employee is receiving from such other employment; provided, however, Employee is under no obligation to mitigate the amount due to the Targeted Bonuses due Employee pursuant to this paragraph (based on the Base Salary then in effecta) for the year in which such termination of by seeking other employment occurs (determined as though all requisite targets were fully and completely achieved)or otherwise. Notwithstanding any provision in this paragraph (a) to the contrary, Executive the Employee may, in Executive’s the Employee's sole discretion, by delivery of a notice to the Company within 30 thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Company a lump sum severance payment by bank cashier’s 's check equal to the present value of the flow of cash payments that would otherwise be paid to Executive the Employee pursuant to this paragraph (a). Such present value shall be determined as of the date of delivery of the notice of election by Executive the Employee and shall be based on a discount rate equal to the prime rateinterest rate on 90-day United States Treasury bills, as reported in The the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If Executive the Employee elects to receive a lump sum severance payment, the Company shall make such payment to Executive the Employee within 30 ten (10) days following the date on which Executive the Employee notifies the Company of Executive’s the Employee's election. (b) In the event that Executive the Employee is not otherwise entitled to fully exercise all awards granted to him the Employee under any stock option plan maintained by the Company Company's Incentive Stock Plan, and any such plan the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of the Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) All restricted stock granted to Executive will vest and become transferable. (d) Executive The Employee shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Company in which Executive the Employee is a participant to the full extent of Executive’s the Employee's rights under such plans, including any perquisites provided under this Agreement, through the remainder of the Employment Term; provided, however, that the benefits under any such plans of the Company in which Executive the Employee is a participant, including any such perquisites, shall cease upon Executive’s the Employee's obtaining other employment. If necessary to provide such benefits to Executivethe Employee, the Company shall, at its election, either: (i) amend its employee benefit plans to provide the benefits described in this paragraph (c), to the extent that such is permissible under the nondiscrimination requirements and other provisions of the Internal Revenue Code of 1986 (the “"Code”") and the provisions of Executive the Employee Retirement Income Security Act of 1974, or (ii) provide separate benefit arrangements or cash payments so that Executive the Employee receives amounts equivalent thereto, net of tax consequences.

Termination Upon Change in Control. In the event Executive’s 's employment is terminated in a Termination Upon a Change in Control, Executive shall be paid the following as severance compensation: (a) For two (2) years following such termination of employment, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal to the Base Salary at the rate payable at the time of such termination plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such termination of employment occurs (determined as though all requisite targets were fully and completely achieved). Notwithstanding any provision in this paragraph (a) to the contrary, Executive may, in Executive’s 's sole discretion, by delivery of a notice to the Company within 30 days following a Termination Upon a Change in Control, elect to receive from the Company a lump sum severance payment by bank cashier’s 's check equal to the present value of the flow of cash payments that would otherwise be paid to Executive pursuant to this paragraph (a). Such present value shall be determined as of the date of delivery of the notice of election by Executive and shall be based on a discount rate equal to the prime rate, as reported in The the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If Executive elects to receive a lump sum severance payment, the Company shall make such payment to Executive within 30 days following the date on which Executive notifies the Company of Executive’s 's election. (b) In the event that Executive is not otherwise entitled to fully exercise all awards granted to him under any stock option plan maintained by the Company and any such plan does not otherwise provide for acceleration of exerciseability upon the occurrence of the Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) All restricted stock granted to Executive will vest and become transferable. (d) Executive shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Company in which Executive is a participant to the full extent of Executive’s 's rights under such plans, including any perquisites provided under this Agreement, through the remainder of the then current Employment Term; provided, however, that the benefits under any such plans of the Company in which Executive is a participant, including any such perquisites, shall cease upon Executive’s 's obtaining other employment. If necessary to provide such benefits to Executive, the Company shall, at its election, either: (i) amend its employee benefit plans to provide the benefits described in this paragraph (c), to the extent that such is permissible under the nondiscrimination requirements and other provisions of the Internal Revenue Code of 1986 (the “"Code”") and the provisions of Executive Retirement Income Security Act of 1974, or (ii) provide separate benefit arrangements or cash payments so that Executive receives amounts equivalent thereto, net of tax consequences.

Termination Upon Change in Control. or Termination Other than For ---------------------------------------------------------------- Cause. In the event Executive’s that Employee's employment is terminated in a Termination ----- termination Upon a Change in ControlControl or a termination Other than For Cause, Executive the Employee shall be paid the following as severance compensation: (a) For two From the date of Employee's termination until December 14, 2002 (2) years following such termination of employmentthe "Remainder Period"), an amount (payable on the dates specified in subsection Section 4.1 except as otherwise provided herein) equal to any amount of the Base Salary that would otherwise be payable for the Remainder Period but for Employee's termination plus one year's Base Salary at the rate payable at the time of such termination plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such termination of employment occurs (determined as though all requisite targets were fully and completely achieved)termination. Notwithstanding any provision in this paragraph (a) to the contrary, Executive the Employee may, in Executive’s the Employee's sole discretion, by delivery of a notice to the Company within 30 thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Company a lump sum severance payment by bank cashier’s 's check equal to the present value of the flow of cash payments that would otherwise be paid to Executive the Employee pursuant to this paragraph (a). Such present value shall be determined as of the date of delivery of the notice of election by Executive the Employee and shall be based on a discount rate equal to the prime rateLIBOR plus 2.25%, as reported in The the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If Executive the Employee elects to receive a lump sum severance payment, the Company shall make such payment to Executive the Employee within 30 thirty (30) days following the date on which Executive the Employee notifies the Company of Executive’s the Employee's election. (b) In the event that Executive is not otherwise entitled to fully exercise all awards granted to him under any stock option plan maintained by the Company and any such plan does not otherwise provide for acceleration of exerciseability upon the occurrence of the Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) All restricted stock granted to Executive will vest and become transferable. (d) Executive shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Company in which Executive is a participant to the full extent of Executive’s rights under such plans, including any perquisites provided under this Agreement, through the remainder of the Employment Term; provided, however, that the benefits under any such plans of the Company in which Executive is a participant, including any such perquisites, shall cease upon Executive’s obtaining other employment. If necessary to provide such benefits to Executive, the Company shall, at its election, either: (i) amend its employee benefit plans to provide the benefits described in this paragraph (c), to the extent that such is permissible under the nondiscrimination requirements and other provisions of the Internal Revenue Code of 1986 (the “Code”) and the provisions of Executive Retirement Income Security Act of 1974, or (ii) provide separate benefit arrangements or cash payments so that Executive receives amounts equivalent thereto, net of tax consequences.

Termination Upon Change in Control. In Anything hereinabove to the contrary notwithstanding, if the Executive is not fully vested in the amount set forth in Schedule A, year nine (9), he will become fully vested in said amount in the event Executive’s employment is terminated of a change in a Termination Upon a Change control as defined in ControlParagraph 1.2 of this Agreement, Executive and shall be paid the following as severance compensation: (a) For two (2) years following such termination of employment, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal entitled to the Base Salary at full amount set forth in Schedule A, year nine (9), upon the rate payable at the time of such termination plus (i) any accrued terms and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such conditions hereof, if termination of employment thereafter occurs (determined for any reason other than as though all requisite targets were fully and completely achievedset forth in Paragraph 5.1(c), under this Paragraph 5.1(e) as a result of such change in control. Notwithstanding any The amount payable pursuant to this provision in this paragraph (a) to shall be reduced by the contrary, Executive may, in Executive’s sole discretion, by delivery of a notice to the Company within 30 days following a Termination Upon a Change in Control, elect to receive from the Company a lump sum severance payment by bank cashier’s check equal to the present value of the flow of cash payments that would otherwise be amount paid to Executive pursuant under provisions of his Employment Agreement covering loss of employment as a result of a change in Bank ownership. The full amount specified in Schedule A is referred to in this paragraph (a). Such present value shall be determined subparagraph 5.1(e) as of the date of delivery of the notice of election by Executive and shall be based on a discount rate equal to the prime rate, as reported in The Wall Street Journal, or similar publication, on the date of delivery of the election notice. If Executive elects to receive a lump sum severance payment, the Company shall make such payment to Executive within 30 days following the date on which Executive notifies the Company of Executive’s election"Severance Payment. (b) " In the event that Executive is not otherwise entitled any payment or benefit received or to fully exercise all awards granted to him under any stock option plan maintained be received by the Company and any such plan does not otherwise provide for acceleration of exerciseability upon Executive in connection with the occurrence change in control of the Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) All restricted stock granted to Executive will vest and become transferable. (d) Executive shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans Employer or the termination of the Company in which Executive is a participant Executive's employment whether payable pursuant to the full extent terms of Executive’s rights under such plansthis Agreement or any other plan, including any perquisites provided under this Agreementarrangement or agreement with the Employer, through (together with the remainder Severance Payment the "Total Payments") will not be deductible (in whole or in part) as a result of the Employment Term; provided, however, that the benefits under any such plans of the Company in which Executive is a participant, including any such perquisites, shall cease upon Executive’s obtaining other employment. If necessary to provide such benefits to Executive, the Company shall, at its election, either: (i) amend its employee benefit plans to provide the benefits described in this paragraph (c), to the extent that such is permissible under the nondiscrimination requirements and other provisions Section 280G of the Internal Revenue Code of 1986 1954, as amended (the “"Code”) and "), the provisions Severance Payment shall be reduced until no portion of Executive Retirement Income Security Act the Total Payments is nondeductible as a result of 1974Section 280G of the Code, or the Severance Payment is reduced to zero (ii0). For purposes of this limitation: (1) provide separate benefit arrangements No portion of the Total Payments, the receipt or cash payments enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, shall be taken into account; (2) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (3) The Severance Payment shall be reduced only to the extent necessary so that Executive receives amounts equivalent theretothe Total Payments (other than those referred to in clause (1) or clause (2) in their entirety) constitute reasonable compensation for services actually rendered within. the meaning of Section 280G of the Code, net in the opinion of tax consequencescounsel referred to in clause (2); and (4) The value of any non-cash benefit or any deferred payment or benefit included in the total payment shall be determined by the Employer's Independent auditors in accordance with the principles of Section 280G of the Code.