Common use of Without Cause or for Good Reason Clause in Contracts

Without Cause or for Good Reason. The Employment Term and the Executive's employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive's compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the "Release") and such Release becoming effective within fifty-two (52) days following the Termination Date (such within fifty-two (52) day period, the "Release Execution Period"), the Executive shall be entitled to receive the following: (a) a lump sum payment equal to two times the sum of the Executive's Base Salary and Target Bonus for the year in which the Termination Date occurs, which shall be paid within seven (7) days following the effective date of the Release; (b) If the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), the Company shall pay the full premium to insure Executive and his dependents until the earliest of: (i) the eighteen-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. (c) To the extent any equity granted to Executive that is subject to time vesting is not already vested as of the Termination Date, all unvested equity shall immediately vest and all restrictions on the transferability of such equity shall be lifted on the Termination Date.

Without Cause or for Good Reason. The Employment Term and the Executive's ’s employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive's ’s compliance with Section 6, Section 7, Section 8 8, and Section 9 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the "“Release"”) and such Release becoming effective within fifty-two (52) 30 days following the Termination Date (such within fifty30-two (52) day period, the "“Release Execution Period"”), the Executive shall be entitled to receive the following: (a) a lump sum payment equal to two times the sum of the Executive's continued Base Salary and Target Bonus for the year in which six months following the Termination Date occurspayable in equal installments in accordance with the Company’s normal payroll practices, which shall be paid commence within seven (7) 30 days following the effective date of the ReleaseTermination Date; (b) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("“COBRA"”), the Company shall pay reimburse the full Executive for the monthly COBRA premium to insure paid by the Executive for himself and his dependents dependents. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the eighteensix-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive receives substantially similar coverage from another employeremployer or other source. (c) To Notwithstanding the extent terms of the 2008 and 2020 Stock Incentive Plans or any equity applicable award agreements all outstanding unvested stock options granted to the Executive that is subject to time vesting is not already during the Employment Term shall become fully vested as and exercisable for the remainder of the Termination Date, all unvested equity shall immediately vest and all restrictions on the transferability of such equity shall be lifted on the Termination Datetheir full term.

Without Cause or for Good Reason. The Employment Term and If the Company terminates the Executive's ’s employment hereunder may be terminated by without Cause or the Executive terminates his employment for Good Reason or by Reason, the Company without Causeshall pay the Executive’s Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination subject to standard deductions and withholdings. In the event of such terminationaddition, the Executive shall be entitled to receive the Accrued Amounts and subject to the limitations stated in Section 4.4.5 herein and upon the Executive's compliance with Section 6, Section 7, Section 8 ’s furnishing to the Company an effective waiver and Section 9 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in (a form provided by the Company (the "Release") and such Release becoming effective within fifty-two (52) days following the Termination Date (such within fifty-two (52) day period, the "Release Execution Period"of which is attached hereto as Exhibit A), the Executive shall be entitled to receive the followingto: (a) a lump sum payment equal to two times the sum of the Executive's Base Salary and Target Bonus for the year in which the Termination Date occurs, which shall be paid within seven (7) days following the effective date of the Release; (b) If the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), the Company shall pay the full premium to insure Executive and his dependents until the earliest of: (i) the eighteen-month anniversary equivalent of the Termination DateExecutive’s annual Base Salary in effect at the time of termination for a period of six (6) months (the “Severance Period”), less standard deductions and withholdings, to be paid over a period of six (6) months after the date of termination pursuant to the Company’s standard payroll practices; and (ii) in the date event the Executive is no longer eligible to receive elects continued coverage under COBRA, the Company will reimburse the Executive for the same portion of Executive’s COBRA continuation coverage; and health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment up until the earlier of either (iiii) the last day of the Severance Period or, (ii) the date on which the Executive becomes eligible begins full-time employment with another company or business entity which provides comparable health insurance coverage to receive substantially similar coverage from another employer.the Executive; provided, however, that (ciii) To if such termination shall occur on or after the extent any equity granted to Executive that is subject to time vesting is not already vested as first anniversary of the Termination Dateeffective date of this Agreement, all unvested equity shall immediately vest and all restrictions on the transferability of such equity Severance Period shall be lifted on increased to twelve (12) months for purposes of calculating the Termination Datebenefits owed to the Executive pursuant to 4.4.3 (i) and (ii).

Without Cause or for Good Reason. The Employment Term and the Executive's employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive's compliance with Section 6, Section 7, Section 8 8, and Section 9 of this Agreement and his the Executive's execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the "Release") and such Release becoming effective and irrevocable within fifty-two (52) 55 days following the Termination Date (such within fifty55-two (52) day period, the "Release Execution Period"), the Executive shall be entitled to receive the following: (a) a lump sum payment equal to two times the sum nine (9) months of the Executive's Base Salary and Target Bonus for the year in which the Termination Date occurs, which shall be paid within seven (7) 60 days following the effective date Termination Date; provided that, if the 60-day period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the Releasesecond taxable year; (b) a payment equal to the product of (i) the Target Bonus and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"). This amount shall be paid on the date that annual bonuses are paid to similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the calendar year in which the Termination Date occurs; (c) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company shall pay directly for the full Executive’s monthly COBRA premium to insure for the Executive and his dependents the Executive's dependents. The Executive shall be eligible to receive such paid benefit until the earliest of: (i) the eighteennine-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive receives substantially similar coverage from another employeremployer or other source. Notwithstanding the foregoing, if the Company's making payments under this Section 5.2(c) would violate the nondiscrimination rules under section 105(h) of the Internal Revenue Code of 1986, as amended (the "Code") or applicable to non-grandfathered plans under the Affordable Care Act (the "ACA"), or result in the taxability of excess reimbursements under section 105(h) of the Code or the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree to reform this Section 5.2(c) in a manner as is necessary to avoid taxability of excess reimbursements under section 105(h) of the Code or to comply with the ACA. (cd) To The treatment of any outstanding equity awards shall be determined in accordance with the extent any equity granted to Executive that is subject to time vesting is not already vested as terms of the Termination Date, all unvested equity shall immediately vest incentive plan and all restrictions on award agreements pursuant to which the transferability of such outstanding equity shall be lifted on the Termination Dateawards were granted.

Without Cause or for Good Reason. The Employment Term and the Executive's ’s employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive's ’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the "“Release"”) and such Release becoming effective within fifty-two 30 (52thirty) days following the Termination Date (such within fifty30-two (52) day period, the "“Release Execution Period"”), the Executive shall be entitled to receive the following: (a) continued Base Salary through and including the second anniversary of the Effective Date; and (b) if the termination takes place after the first anniversary of this Agreement, and Executive was awarded an annual bonus for his first year’s work, a lump sum payment equal to two times the sum product of (i) the Executive's Base Salary and Target Bonus ’s Annual Bonus, if any, that the Executive received for the calendar year prior to the year in which the Termination Date occursoccurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year (the “Pro-Rata Bonus”). This amount shall be paid within seven on the date that annual bonuses are paid to similarly situated executives, but in no event later than two-and-a-half (72 1/2) days months following the effective date end of the Release; (b) If the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), the Company shall pay the full premium to insure Executive and his dependents until the earliest of: (i) the eighteen-month anniversary of calendar year in which the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. (c) To the extent any equity granted to Executive that is subject to time vesting is not already vested as of the Termination Date, all unvested equity shall immediately vest and all restrictions on the transferability of such equity shall be lifted on the Termination Date.Date occurs;

Without Cause or for Good Reason. The Employment Term and the Executive's employment hereunder may be terminated by the Executive for Good Reason or by the Company Bank without Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and and, subject to the Executive's continued compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement and his execution of a release of claims in favor of the CompanyCorporation and the Bank, its affiliates and their respective officers and directors in a substantially the form provided by the Company attached hereto as Exhibit B (the "Release") and such Release becoming effective within fifty-two thirty (5230) days following the Termination Date (such within fifty-two thirty (52) day 30)-day period, the "Release Execution Period"), the Executive shall be entitled to receive his normal Base Salary Payments that Executive would have earned had he remained employed until the following: greater of (ai) twelve (12) months from the Termination Date, and (ii) the end of the Employment Term. In the event the Executive’s employment is terminated by the Executive for Good Reason or by the Bank without Cause on or within one (1) year following a change in control of the Corporation or the Bank (as defined under Code Section 409A), the Executive shall instead be entitled to receive, within sixty (60) days of such termination, a lump sum payment equal to two times the sum of the Executive's Base Salary and Target Bonus for the year in which the Termination Date occurs, which shall be paid within seven (7) days following the effective date of the Release; (b) If the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), the Company shall pay the full premium to insure Executive and his dependents until the earliest greater of: (i) the eighteentwenty-month anniversary four (24) months of the Termination Datehis normal Base Salary Payments; or (ii) his normal Base Salary Payments that Executive would have earned had he remained employed until the date end of the Employment Term. The treatment of any outstanding equity awards shall be determined in accordance with the terms of the 2009 LTIP and the applicable award agreements. In the event that Executive is no longer eligible to receive COBRA continuation coverage; violates the provisions of Section 6, Section 7, Section 8 or Section 9 of this Agreement, the Company and (iii) the date on which Bank may cease making the Executive becomes eligible to receive substantially similar coverage from another employer. (c) To the extent any equity granted payments due to Executive that is subject pursuant to time vesting is not already vested as of the Termination Date, all unvested equity shall immediately vest and all restrictions on the transferability of such equity shall be lifted on the Termination Datethis Section 5.2.

Without Cause or for Good Reason. The Employment Term and the Executive's ’s employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive's ’s compliance with Section 6, Section 7, 7 and Section 8 and Section 9 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the "“Release"”) and such Release becoming effective within fifty-two (52) days following the Termination Date (such within fifty-two (52) day period, the "“Release Execution Period"”), the Executive shall be entitled to receive the following: (a) a lump sum payment equal to two times the sum of the Executive's ’s Base Salary and Target Bonus for the year in which remaining period of the Termination Date occursEmployment Term, which shall be paid within seven (7) days following the effective date of the Release; (b) If the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 ("“COBRA"”), the Company shall pay the full premium to insure Executive and his dependents until the earliest of: (i) the eighteen-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. (c) To the extent any equity granted to Executive that is subject to time vesting is not already vested as of the Termination Date, all unvested equity shall immediately vest and all restrictions on the transferability of such equity shall be lifted on the Termination Date.

Without Cause or for Good Reason. The Employment Term and the Executive's ’s employment hereunder may be terminated by the Executive for Good Reason or by the Company without Cause. In the event of such termination, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive's ’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the "“Release"”) and such Release becoming effective within fifty-two (52) days following the Termination Date (such within fifty-two (52) day period, the "“Release Execution Period"”), the Executive shall be entitled to receive the following: (a) a lump sum payment equal to two and one-half (2 ½) times the sum of the Executive's ’s Base Salary and Target Bonus for the year in which the Termination Date occurs, which shall be paid within seven (7) days following the effective date of the Release; (b) If the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 ("“COBRA"”), the Company shall pay the full premium to insure Executive and his dependents until the earliest of: (i) the eighteen-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. (c) To the extent any equity granted to Executive that is subject to time vesting is not already vested as of the Termination Date, all unvested equity shall immediately vest and all restrictions on the transferability of such equity shall be lifted on the Termination Date.

Without Cause or for Good Reason. The Employment Term and If the Company terminates the Executive's ’s employment hereunder may be terminated by without Cause or the Executive terminates his employment for Good Reason or by Reason, the Company without Causeshall pay the Executive’s Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination subject to standard deductions and withholdings. In addition, subject to the limitations stated in Section 4.4.5 herein and upon the Executive’s furnishing an effective Release within the applicable time period set forth therein, but in no event later than forty-five (45) days following termination of such terminationemployment and permitting the Release Effective Date to occur as provided by Section 4.7 of this Agreement, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive's compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the "Release") and such Release becoming effective within fifty-two (52) days following the Termination Date (such within fifty-two (52) day period, the "Release Execution Period"), the Executive shall be entitled to receive the followingto: (a) a lump sum payment equal to two times the sum of the Executive's Base Salary and Target Bonus for the year in which the Termination Date occurs, which shall be paid within seven (7) days following the effective date of the Release; (b) If the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), the Company shall pay the full premium to insure Executive and his dependents until the earliest of: (i) the eighteen-month anniversary equivalent of the Termination DateExecutive’s annual Base Salary in effect at the time of termination for a period of six (6) months (the “Severance Period”), less standard deductions and withholdings, to be paid over a period of six (6) months after the date of termination pursuant to the Company’s standard payroll practices; and (ii) in the date event the Executive is no longer eligible to receive elects continued coverage under COBRA, the Company will pay the same portion of Executive’s COBRA continuation coverage; and health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment up until the earlier of either (iiii) the last day of the Severance Period or, (ii) the date on which the Executive becomes eligible begins full-time employment with another company or business entity which provides comparable health insurance coverage to receive substantially similar coverage from another employer.the Executive; provided, however, that (ciii) To if such termination shall occur on or after the extent any equity granted to Executive that is subject to time vesting is not already vested as first anniversary of the Termination Dateeffective date of the Prior Agreement, all unvested equity shall immediately vest and all restrictions on the transferability of such equity Severance Period shall be lifted on increased to twelve (12) months for purposes of calculating the Termination Datebenefits owed to the Executive pursuant to 4.4.3 (i) and (ii).