Common use of Amount of Payments Clause in Contracts

Amount of Payments. Except as provided in Section 2.2(d), and in lieu of amounts payable under Section 4 of the Employment Agreement, the Employer will pay Executive the amounts specified in the circumstances below in connection with a Change in Control. (a) If Executive’s employment is terminated for any reason by the Employer during the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, the Employer will pay, or cause to be paid, to Executive: (i) an amount equal to 2.99 times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or other incentive compensation awarded to Executive over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s contribution to Executive’s 401 (k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s employment (the “Date of Termination”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by Executive most recently prior to the Date of Termination) to enable Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer shall pay Executive up to $10,000 for executive outplacement services utilized by Executive upon the receipt by the Employer of written receipts or other appropriate documentation. Except for the payment provided in (iii) above, such payments shall be made in one lump sum within fifteen (15) business days after termination of Executive’s employment following a Change in Control. (b) Except as provided in Section 2.2(d), if Executive’s employment is terminated by Employer for any reason in connection with a Change in Control within the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive pursuant to Section 3.2 of the Employment Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement, also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement). Executive shall continue to receive all such benefits for a period of two (2) years after the date of a termination described in Section 2.2(a). Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s employment terminated. The total cost of Executive’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer shall pay to the Executive, in a single lump sum as soon as practicable after Executive’s termination of employment in the Change in Control Period an aggregate amount equal to two (2) additional years of the Employer retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination of employment and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which Executive was a participant immediately prior to Executive’s termination or resignation, calculated in each case as if Executive had continued as a plan participant for the number of additional years indicated below, Executive’s annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) Executive is to receive no payments under Section 2.2(a) and no benefits under Section 2.2(b) if the Executive’s employment is terminated during a Change in Control Period by the death or Disability of Executive or for Cause. In an instance of death or Disability of the Executive, however, Executive and Executive’s dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment Agreement. (e) References in this Section 2.2 to “the Employer” shall include the successors of the Employer, as applicable. (f) If any benefit or payment from the Company to Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

Amount of Payments. Except as provided in Section 2.2(d), paragraph 7.2(d) and in lieu of amounts payable under Section 4 of the Employment Agreement4, the Employer Bank will pay the Executive the following amounts specified in the circumstances below in connection with a Change in Control.following circumstances: (a) If Executive’s employment is terminated for any reason by the Employer If, during the Change in Control Period, (x) the Executive is terminated by the Bank in the circumstances described Section 4.2(a), or by (y) if the Executive resigns for any reason within six Good Reason (6) months following a Change as defined in ControlSection 4.2(b)), the Employer Companies will pay, or cause to be paid, to the Executive: (i) (A) if the Executive’s termination or resignation occurs before the Executive has attained the age of 62 years, an amount equal to 2.99 three (3) times the sum of (Ai) the Base Salary immediately before the Change in Control and (Bii) the highest annual cash bonus and/or other average of the incentive compensation awarded paid to the Executive over the past three years (including years in which cash bonus or other no incentive compensation was awarded (all exclusive of any election to defer receipt of compensation Executive may have madeawarded); andor (B) if the Executive’s termination or resignation occurs on or after the Executive has attained the age of 62 years, an amount equal to the amount set forth in paragraph 7.2(a)(i)(a) multiplied by a fraction, the numerator of which shall be 1095 minus the number of days which have passed since the Executive’s 62nd birthday, and the denominator of which shall be 1095. (ii) an An amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s Companies’ contribution to the Executive’s 401 (k401(k), profit sharingsavings, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s employment (the “Date of Termination”) (the “Unvested Company Contribution”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by the Executive most recently prior to the Date of Termination) to enable the Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer The Companies shall pay the Executive up to $10,000 for executive outplacement services utilized by the Executive upon the receipt by the Employer Fulton of written receipts or other appropriate documentation. ; and (iv) Except for the payment provided in (iii) above, such payments payment shall be made in one lump sum within fifteen (15) 15 business days after termination of the Executive’s employment following a Change in Controltermination or resignation. (b) Except as provided in Section 2.2(dparagraph 7(d), if Executive’s employment the Executive is terminated by Employer for any reason the Companies or resigns as described in connection with a Change in Control within paragraph 7.2(a), the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive him pursuant to Section 3.2 of the Employment this Agreement that Executive he was receiving immediately before such termination, as provided in Section 4.2(a) of termination or resignation to the Employment Agreement, also extent he remains eligible under the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement)applicable employee benefit plans. Executive shall continue to receive all such benefits for a period of two (2) years after the date of a termination described in Section 2.2(a). The Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive he was paying when Executive’s his employment terminated. The total cost of the Executive’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding The Executive shall continue to receive such benefits until the foregoingearliest of (i) such time as the Executive shall have been receiving substantially similar insurance benefits for six months under subsequent employment, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30ii) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer shall pay to the Executive, in a single lump sum as soon as practicable after Executive’s termination of employment in the Change case of life and disability benefits, 36 months after the date of a termination described in Control Period an aggregate amount equal to two (2) additional years of the Employer retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination of employment Section 7.2(a), and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which Executive was a participant immediately prior to Executive’s termination or resignation, calculated in each case as if Executive had continued as a plan participant for the number of additional years indicated below, Executive’s annual compensation for plan purposes in the most recently completed plan year case of each plan continued unchanged through these additional yearshealth insurance, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The for a period of continued health coverage required by 120 months from the date of a termination described in Section 4980(B)(f7.2(a) or 4.2(a) or (iii) the earlier of the Internal Revenue Code of 1986March 31, 2028 or such date as amended (“COBRA”) shall run concurrently with the coverage provided hereinExecutive is eligible for Medicare. (c) Upon the occurrence of Immediately prior to a Change of Control, the vesting and exercise rights of all stock options, options and shares of restricted stock, and other equity-based compensation units stock held by the Executive pursuant to any stock option plan, stock option agreement, agreement or restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) The Executive is to receive no payments under Section 2.2(a7.2(a) and no benefits under Section 2.2(b7.2(b) if the Executive’s employment Executive is terminated by either of the Companies during a Change in Control Period after March 31, 2028, or if the Executive is terminated by either of the Companies during a Change in Control Period upon the death or Disability of the Executive or for Cause. In an instance of death or Disability of the Executive, however, the Executive and Executive’s his dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment AgreementSection 4.4. (e) References in this Section 2.2 7.2 to the “the EmployerCompanies” shall include the successors of Fulton and the EmployerBank, as applicable. (f) If any benefit or payment from the Company to Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

Amount of Payments. Except as provided in Section 2.2(d), 6.2(d) and in lieu of amounts payable under Section 4 of the Employment Agreement4, the Employer Xxxxxx will pay the Executive the amounts specified in the circumstances below in connection with a Change in Controlbelow. (a) If Executive’s employment is terminated for any reason by the Employer If, during the Change in Control Period, the Executive’s employment is terminated by Xxxxxx in the circumstances described Section 4.2(a)(ii), or by the Executive resigns for any reason within six (6) months following a Change Good Reason as described in ControlSection 4.2(a)(i), the Employer Xxxxxx will pay, or cause to be paid, to the Executive: (i) an amount equal to 2.99 two (2) times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or or other incentive compensation awarded to the Executive over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation the Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s Xxxxxx’x contribution to the Executive’s 401 (k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s employment (the “Date of Termination”) (the “Unvested Company Contribution”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by the Executive most recently prior to the Date of Termination) to enable the Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer Xxxxxx shall pay the Executive up to $10,000 for executive outplacement services utilized by the Executive upon the receipt by the Employer Xxxxxx of written receipts or other appropriate documentation. ; and (iv) Except for the payment provided in (iii) above, such payments shall be made in one lump sum within fifteen (15) 15 business days after termination of the Executive’s employment following a Change in Controltermination or resignation. (b) Except as provided in Section 2.2(d6.2(d), if Executive’s employment the Executive is terminated by Employer for any reason as described in connection with a Change in Control within Section 6.2(a), the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive pursuant to Section 3.2 of the Employment this Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement), and also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement)3.4. The Executive shall continue to receive all such benefits for a period of two (2) years after the date of a termination described in Section 2.2(a6.2(a). The Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s employment terminated. The total cost of the Executive’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer Xxxxxx shall pay to the Executive, Executive in a single lump sum as soon as practicable after Executive’s termination of employment described in the Change in Control Period Section 6.2(a) an aggregate amount equal to two (2) additional years of the Employer Xxxxxx retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination of employment or resignation and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination or resignation, calculated in each case as if the Executive had continued as a plan participant for the number of additional years indicated belowabove, Executive’s annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of in Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by the Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) The Executive is to receive no payments under Section 2.2(a6.2(a) and no benefits under Section 2.2(b6.2(b) if the Executive’s employment is terminated by Xxxxxx during a Change in Control Period by upon the death or Disability of the Executive or for Cause. In an instance of death or Disability of the Executive, however, the Executive and Executive’s dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment AgreementSection 4.4. (e) References in this Section 2.2 6.2 and in Section 7 to “the EmployerXxxxxx” shall include the successors of the EmployerXxxxxx and its affiliates, as applicable. (f) If any benefit In the event the payments described in this Section 6.2, when added to all other amounts or payment from benefits provided to or on behalf of Executive in connection with the Company to Executive (whether paid or payable or distributed or distributable pursuant to Executive’s termination of employment, would result in the terms imposition of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in excise tax under Section 280G(b)(1) 4999 of the Internal Revenue Code of 1986, as amended amended, such payments shall be retroactively (if necessary) reduced to the “Code”)extent necessary to avoid such excise tax imposition. Upon written notice to Executive, then together with calculations of Xxxxxx’x tax advisor, Executive shall remit to Xxxxxx the aggregate present value amount of amounts the reduction (only if such amount has been paid to Executive) plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or benefits any other provision of this Agreement to the contrary, if any portion of the amount herein payable to Executive is determined to be non-deductible pursuant to this Agreement (“Agreement Payments”) the regulations promulgated under Section 280G of the Internal Revenue Code of 1986, as amended, Xxxxxx shall be reduced (but not below zero) required only to pay to Executive the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder amount determined to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to deductible under Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.280G.

Amount of Payments. Except as provided in Section 2.2(d), 6.2(d) and in lieu of amounts payable under Section 4 of the Employment Agreement4, the Employer Xxxxxx will pay the Executive the amounts specified in the circumstances below in connection with a Change in Controlbelow. (a) If Executive’s employment is terminated for any reason by the Employer If, during the Change in Control Period, the Executive’s employment is terminated by Xxxxxx in the circumstances described Section 4.2(a)(ii), or by the Executive resigns for any reason within six (6) months following a Change Good Reason as described in ControlSection 4.2(a)(i), the Employer Xxxxxx will pay, or cause to be paid, to the Executive: (i) an amount equal to 2.99 two (2) times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or or other incentive compensation awarded to the Executive over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation the Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s Xxxxxx’x contribution to the Executive’s 401 (k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s employment (the “Date of Termination”) (the “Unvested Company Contribution”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by the Executive most recently prior to the Date of Termination) to enable the Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer Xxxxxx shall pay the Executive up to $10,000 10,000.00 for executive outplacement services utilized by the Executive upon the receipt by the Employer Xxxxxx of written receipts or other appropriate documentation. ; and (iv) Except for the payment provided in (iii) above, such payments shall be made in one lump sum within fifteen (15) business days after termination accordance with Section 7.12 of Executive’s employment following a Change in Controlthis Agreement. (b) Except as provided in Section 2.2(d6.2(d), if Executive’s employment the Executive is terminated by Employer for any reason as described in connection with a Change in Control within Section 6.2(a), the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive pursuant to Section 3.2 of the Employment this Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement), and also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement)3.4. The Executive shall continue to receive all such benefits for a period of two (2) years after the date of a termination described in Section 2.2(a6.2(a). The Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s employment terminated. The total cost of the Executive’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer Xxxxxx shall pay to the Executive, Executive in a single lump sum as soon as practicable after Executive’s termination of employment described in Section 6.2(a), to the Change in Control Period extent permissible under Section 7.12, an aggregate amount equal to two (2) additional years of the Employer Xxxxxx retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination of employment or resignation and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination or resignation, calculated in each case as if the Executive had continued as a plan participant for the number of additional years indicated belowabove, Executive’s annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of in Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by the Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) The Executive is to receive no payments under Section 2.2(a6.2(a) and no benefits under Section 2.2(b6.2(b) if the Executive’s employment is terminated by Xxxxxx during a Change in Control Period by the death or Disability of Executive or for Cause. In an instance of death If Executive dies or Disability of becomes Disabled during the ExecutiveChange in Control Period, however, the Executive and Executive’s dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment AgreementSection 4.5. (e) References in this Section 2.2 6.2 to “the EmployerXxxxxx” shall include the successors of the EmployerXxxxxx and its affiliates, as applicable. (f) If any benefit or payment from In the Company event the payments described in this Section 6.2, when added to Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present value of all other amounts or benefits payable provided to or on behalf of Executive pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to in connection with the Reduced Amount. The “Reduced Amount” shall be Executive’s termination of employment, would result in the greater imposition of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to excise tax under Section 4999 of the Code, results in a greater after-such payments shall be reduced to the extent necessary to avoid such excise tax benefit imposition. If it is determined, after any such payments are made, that any such compensation must be returned to Xxxxxx so that the Executive does not incur obligations under Section 280G or 4999 of the Code, upon written notice to Executive than to that effect, together with calculations of Xxxxxx’x tax advisor, Executive shall remit to Xxxxxx the after-tax benefit amount of the reduction plus such interest as may be necessary to Executive avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount calculated herein payable to Executive is determined to be non-deductible pursuant to the regulations promulgated under (i) hereof (computed at Section 280G or Section 4999 of the highest applicable marginal rate). For purposes of this Section 2.2Code, present value Xxxxxx shall be required only to pay to Executive the amount determined in accordance with to be deductible under Section 280G(d)(4) 280G or Section 4999 of the Code.

Amount of Payments. Except as provided in Section 2.2(d), 6.2(d) and in lieu of amounts payable under Section 4 of the Employment Agreement4, the Employer Fulton will pay the Executive the amounts specified in the circumstances below in connection with a Change in Controlcircumstanxxx xxlow. (a) If Executive’s employment is terminated for any reason by the Employer If, during the Change in Control Period, the Executive is terminated by Fulton in the circumstances described Section 4.2(a)(ii), or by Executive the Xxxxxtive resigns for any reason within six (6) months following a Change Good Reason as described in ControlSection 4.2(a)(i), the Employer Fulton will pay, or cause to be paid, to the Executive: (ix) an amount equal to 2.99 three (3) times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or or other incentive compensation awarded to the Executive over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation the Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s Fulton's contribution to the Executive’s 401 (k's 401(k), profit sharingshaxxxx, deferred xxferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s 's employment (the “Date of Termination”"DATE OF TERMINATION") (the "UNVESTED COMPANY CONTRIBUTION"), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by the Executive most recently prior to the Date of Termination) to enable the Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer Fulton shall pay the Executive up to $10,000 for executive outplacement xxxxxxcement services utilized by the Executive upon the receipt by the Employer Fulton of written receipts or other appropriate documentation. ; and (iv) Except for the payment provided in (iii) above, such payments shall be made in one lump sum within fifteen (15) 15 business days after the Executive's termination of Executive’s employment following a Change in Controlor resignation. (b) Except as provided in Section 2.2(d6(d), if Executive’s employment the Executive is terminated by Employer for any reason as described in connection with a Change in Control within Section 6.2(a), the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive pursuant to Section 3.2 of the Employment this Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement), and also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement)3.4. The Executive shall continue to receive all such benefits for a period of two three (23) years after the date of a termination described in Section 2.2(a6.2(a). The Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s 's employment terminated. The total cost of the Executive’s 's continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer Fulton shall pay to the Executive, Executive in a single lump sum as soon as practicable ax xxxxticable after Executive’s 's termination of employment described in the Change in Control Period Section 6.2(a) an aggregate amount equal to two three (23) additional years of the Employer Fulton retirement plan contributions by the Employer under each tax qualified or nonqualified xxxxxalified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s 's termination of employment or resignation and equal to the actuarial present value of two three (23) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which the Executive was a participant immediately prior to Executive’s 's termination or resignation, calculated in each case as if the Executive had continued as a plan participant for the number of additional years indicated belowabove, Executive’s 's annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by the Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) The Executive is to receive no payments under Section 2.2(a6.2(a) and no benefits under Section 2.2(b6.2(b) if the Executive’s employment Executive is terminated by Fulton during a Change in Control Period by upon the death or Disability Disabxxxxx of the Executive or for Cause. In an instance of death or Disability of the Executive, however, the Executive and Executive’s 's dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment AgreementSection 4.4. (e) References in this Section 2.2 6.2 and in Section 7 to “the Employer” "Fulton" shall include the successors of Fulton and the EmployerBank, as applicablexxxxxxable. (f) If any benefit or payment from the Company to Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

Amount of Payments. Except as provided in Section 2.2(d), 6.2(d) and in lieu of amounts payable under Section 4 of the Employment Agreement4, the Employer Fulton will pay the Executive the amounts specified in the circumstances below in connection with a Change in Controlcircumstanxxx xxlow. (a) If Executive’s employment is terminated for any reason by the Employer If, during the Change in Control Period, the Executive is terminated by Fulton in the circumstances described Section 4.2(a)(ii), or by Executive the Xxxxxtive resigns for any reason within six (6) months following a Change Good Reason as described in ControlSection 4.2(a)(i), the Employer Fulton will pay, or cause to be paid, to the Executive: (ix) an amount equal to 2.99 two (2) times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or or other incentive compensation awarded to the Executive over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation the Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s Fulton's contribution to the Executive’s 401 (k's 401(k), profit sharingshaxxxx, deferred xxferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s 's employment (the “Date of Termination”"DATE OF TERMINATION") (the "UNVESTED COMPANY CONTRIBUTION"), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by the Executive most recently prior to the Date of Termination) to enable the Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer Fulton shall pay the Executive up to $10,000 for executive outplacement xxxxxxcement services utilized by the Executive upon the receipt by the Employer Fulton of written receipts or other appropriate documentation. ; and (iv) Except for the payment provided in (iii) above, such payments shall be made in one lump sum within fifteen (15) 15 business days after the Executive's termination of Executive’s employment following a Change in Controlor resignation. (b) Except as provided in Section 2.2(d6(d), if Executive’s employment the Executive is terminated by Employer for any reason as described in connection with a Change in Control within Section 6.2(a), the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive pursuant to Section 3.2 of the Employment this Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement), and also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement)3.4. The Executive shall continue to receive all such benefits for a period of two (2) years after the date of a termination described in Section 2.2(a6.2(a). The Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s 's employment terminated. The total cost of the Executive’s 's continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer Fulton shall pay to the Executive, Executive in a single lump sum as soon as practicable ax xxxxticable after Executive’s 's termination of employment described in the Change in Control Period Section 6.2(a) an aggregate amount equal to two (2) additional years of the Employer Fulton retirement plan contributions by the Employer under each tax qualified or nonqualified xxxxxalified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s 's termination of employment or resignation and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which the Executive was a participant immediately prior to Executive’s 's termination or resignation, calculated in each case as if the Executive had continued as a plan participant for the number of additional years indicated belowabove, Executive’s 's annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by the Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) The Executive is to receive no payments under Section 2.2(a6.2(a) and no benefits under Section 2.2(b6.2(b) if the Executive’s employment Executive is terminated by Fulton during a Change in Control Period by upon the death or Disability Disabxxxxx of the Executive or for Cause. In an instance of death or Disability of the Executive, however, the Executive and Executive’s 's dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment AgreementSection 4.4. (e) References in this Section 2.2 6.2 and in Section 7 to “the Employer” "Fulton" shall include the successors of Fulton and the EmployerBank, as applicablexxxxxxable. (f) If any benefit or payment from the Company to Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

Amount of Payments. Except as provided in Section 2.2(d), and in lieu of amounts payable under Section 4 of the Employment Agreement, the Employer will pay Executive the amounts specified in the circumstances below in connection with a Change in Control. (a) If Executive’s employment is terminated for any reason by the Employer during the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, the Employer will pay, or cause to be paid, to Executive: (i) an amount equal to 2.99 times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or other incentive compensation awarded to Executive over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s contribution to Executive’s 401 (k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s employment (the “Date of Termination”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by Executive most recently prior to the Date of Termination) to enable Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer shall pay Executive up to $10,000 for executive outplacement services utilized by Executive upon the receipt by the Employer of written receipts or other appropriate documentation. Except for the payment provided in (iii) above, such payments shall be made in one lump sum within fifteen (15) business days after termination of Executive’s employment following a Change in Control. (b) Except as provided in Section 2.2(d), if Executive’s employment is terminated by Employer for any reason in connection with a Change in Control within the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive pursuant to Section 3.2 of the Employment Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement, also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement). Executive shall continue to receive all such benefits for a period of two (2) years after the date of a termination described in Section 2.2(a). Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s employment terminated. The total cost of Executive’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer shall pay to the Executive, in a single lump sum as soon as practicable after Executive’s termination of employment in the Change in Control Period Period), an aggregate amount equal to two (2) additional years of the Employer retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination of employment and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which Executive was a participant immediately prior to Executive’s termination or resignation, calculated in each case as if Executive had continued as a plan participant for the number of additional years indicated below, Executive’s annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) Executive is to receive no payments under Section 2.2(a) and no benefits under Section 2.2(b) if the Executive’s employment is terminated during a Change in Control Period by the death or Disability of Executive or for Cause. In an instance of death or Disability of the Executive, however, Executive and Executive’s dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment Agreement. (e) References in this Section 2.2 to “the Employer” shall include the successors of the Employer, as applicable. (f) If any benefit or payment from the Company to Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

Amount of Payments. Except as provided in Section 2.2(d), 6.2(d) and in lieu of amounts payable under Section 4 of the Employment Agreement4, the Employer Fulton will pay the Executive the amounts specified in the circumstances below in connection with a Change in Controlbelow. (a) If Executive’s employment is terminated for any reason by the Employer If, during the Change in Control Period, the Executive’s employment is terminated by Fulton in the circumstances described Section 4.2(a)(ii), or by the Executive resigns for any reason within six (6) months following a Change Good Reason as described in ControlSection 4.2(a)(i), the Employer Fulton will pay, or cause to be paid, to the Executive: (i) an amount equal to 2.99 two (2) times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or or other incentive compensation awarded to the Executive over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation the Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s Xxxxxx’x contribution to the Executive’s 401 (k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s employment (the “Date of Termination”) (the “Unvested Company Contribution”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by the Executive most recently prior to the Date of Termination) to enable the Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer Fulton shall pay the Executive up to $10,000 for executive outplacement services utilized by the Executive upon the receipt by the Employer Fulton of written receipts or other appropriate documentation. ; and (iv) Except for the payment provided in (iii) above, such payments shall be made in one lump sum within fifteen (15) 15 business days after termination of the Executive’s employment following a Change in Controltermination or resignation. (b) Except as provided in Section 2.2(d6.2(d), if Executive’s employment the Executive is terminated by Employer for any reason as described in connection with a Change in Control within Section 6.2(a), the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive pursuant to Section 3.2 of the Employment this Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement), and also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement)3.4. The Executive shall continue to receive all such benefits for a period of two (2) years after the date of a termination described in Section 2.2(a6.2(a). The Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s employment terminated. The total cost of the Executive’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer Fulton shall pay to the Executive, Executive in a single lump sum as soon as practicable after Executive’s termination of employment described in the Change in Control Period Section 6.2(a) an aggregate amount equal to two (2) additional years of the Employer Fulton retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination of employment or resignation and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination or resignation, calculated in each case as if the Executive had continued as a plan participant for the number of additional years indicated belowabove, Executive’s annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of in Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by the Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) The Executive is to receive no payments under Section 2.2(a6.2(a) and no benefits under Section 2.2(b6.2(b) if the Executive’s employment is terminated by Fulton during a Change in Control Period by upon the death or Disability of the Executive or for Cause. In an instance of death or Disability of the Executive, however, the Executive and Executive’s dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment AgreementSection 4.4. (e) References in this Section 2.2 6.2 and in Section 7 to “the EmployerFulton” shall include the successors of the EmployerFulton and its affiliates, as applicable. (f) If any benefit In the event the payments described in this Section 6.2, when added to all other amounts or payment from benefits provided to or on behalf of Executive in connection with the Company to Executive (whether paid or payable or distributed or distributable pursuant to Executive’s termination of employment, would result in the terms imposition of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in excise tax under Section 280G(b)(1) 4999 of the Internal Revenue Code of 1986, as amended amended, such payments shall be retroactively (if necessary) reduced to the “Code”)extent necessary to avoid such excise tax imposition. Upon written notice to Executive, then together with calculations of Xxxxxx’x tax advisor, Executive shall remit to Fulton the aggregate present value amount of amounts the reduction (only if such amount has been paid to Executive) plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or benefits any other provision of this Agreement to the contrary, if any portion of the amount herein payable to Executive is determined to be non-deductible pursuant to this Agreement (“Agreement Payments”) the regulations promulgated under Section 280G of the Internal Revenue Code of 1986, as amended, Fulton shall be reduced (but not below zero) required only to pay to Executive the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder amount determined to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to deductible under Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.280G.

Amount of Payments. Except as provided in Section 2.2(d), and in lieu of amounts payable under Section 4 Article IV of the Employment Agreement, the Employer will pay Executive the amounts specified and will provide the benefits specified in the circumstances below in connection with a Change in Control. (a) If Executive’s employment is terminated for any reason by the Employer without Cause or by Executive for Good Reason during the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, the Employer will pay, or cause to be paid, to Executive: (i) an amount equal to 2.99 times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or other incentive compensation awarded to Executive over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s contribution to Executive’s 401 (k401(k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s employment (the “Date of Termination”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by Executive most recently prior to the Date of Termination) to enable Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer shall pay Executive up to $10,000 for executive outplacement services utilized by Executive upon the receipt by the Employer of written receipts or other appropriate documentation. Except for the payment provided in (iii) above, such Such payments shall be made in one lump sum within fifteen (15) business days after termination of Executive’s employment following a Change in Control. (b) Except as provided in Section 2.2(d), if Executive’s employment is terminated by Employer without Cause or by Executive for any reason in connection with a Change in Control within Good Reason during the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive pursuant to Section 3.2 Sections 3.2, 3.4, and 4.2(a) of the Employment Agreement Agreement, subject to the terms of the respective benefit plan, that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement, also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement). Executive shall continue to receive all such benefits for a period of two (2) years after the date of a termination described in Section 2.2(a). Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s employment terminated. The total cost of Executive’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer shall pay to the Executive, in a single lump sum as soon as practicable after Executive’s termination of employment in the Change in Control Period an aggregate amount equal to two (2) additional years of the Employer retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination of employment and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which Executive was a participant immediately prior to Executive’s termination or resignation, calculated in each case as if Executive had continued as a plan participant for the number of additional years indicated below, Executive’s annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) Executive is to receive no payments under Section 2.2(a) and no benefits under Section 2.2(b) if the Executive’s employment is terminated during a Change in Control Period by the death or Disability of Executive or for Cause. In an instance of death or Disability of the Executive, however, Executive and Executive’s dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment Agreement. (e) References in this Section 2.2 to “the Employer” shall include the successors of the Employer, as applicable. (f) If any benefit or payment from the Company to Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.in

Amount of Payments. Except as provided in Section 2.2(d), 6.2(d) and in lieu of amounts payable under Section 4 of the Employment Agreement4, the Employer Fxxxxx will pay the Executive the amounts specified in the circumstances below in connection with a Change in Controlbelow. (a) If Executive’s employment is terminated for any reason by the Employer If, during the Change in Control Period, the Executive is terminated by Fxxxxx in the circumstances described Section 4.2(a)(ii), or by the Executive resigns for any reason within six (6) months following a Change Good Reason as described in ControlSection 4.2(a)(i), the Employer Fxxxxx will pay, or cause to be paid, to the Executive: (i) an amount equal to 2.99 two (2) times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or or other incentive compensation awarded to the Executive over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation the Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s Fxxxxx’x contribution to the Executive’s 401 (k401(k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s employment (the “Date of Termination”) (the “Unvested Company Contribution”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by the Executive most recently prior to the Date of Termination) to enable the Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer Fxxxxx shall pay the Executive up to $10,000 for executive outplacement services utilized by the Executive upon the receipt by the Employer Fxxxxx of written receipts or other appropriate documentation. ; and (iv) Except for the payment provided in (iii) above, such payments shall be made in one lump sum within fifteen (15) 15 business days after termination of the Executive’s employment following a Change in Controltermination or resignation. (b) Except as provided in Section 2.2(d6(d), if Executive’s employment the Executive is terminated by Employer for any reason as described in connection with a Change in Control within Section 6.2(a), the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive pursuant to Section 3.2 of the Employment this Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement), and also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement)3.4. The Executive shall continue to receive all such benefits for a period of two (2) years after the date of a termination described in Section 2.2(a6.2(a). The Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s employment terminated. The total cost of the Executive’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer Fxxxxx shall pay to the Executive, Executive in a single lump sum as soon as practicable after Executive’s termination of employment described in the Change in Control Period Section 6.2(a) an aggregate amount equal to two (2) additional years of the Employer Fxxxxx retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination of employment or resignation and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination or resignation, calculated in each case as if the Executive had continued as a plan participant for the number of additional years indicated belowabove, Executive’s annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of in Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by the Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) The Executive is to receive no payments under Section 2.2(a6.2(a) and no benefits under Section 2.2(b6.2(b) if the Executive’s employment Executive is terminated by Fxxxxx during a Change in Control Period by upon the death or Disability of the Executive or for Cause. In an instance of death or Disability of the Executive, however, the Executive and Executive’s dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment AgreementSection 4.4. (e) References in this Section 2.2 6.2 and in Section 7 to “the EmployerFxxxxx” shall include the successors of Fxxxxx and the EmployerBank, as applicable. (f) If any benefit or payment from the Company to Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

Amount of Payments. Except as provided in Section 2.2(d), 6.2(d) and in lieu of amounts payable under Section 4 of the Employment Agreement4, the Employer Xxxxxx will pay the Executive the amounts specified in the circumstances below in connection with a Change in Controlbelow. (a) If Executive’s employment is terminated for any reason by the Employer If, during the Change in Control Period, the Executive is terminated by Xxxxxx in the circumstances described Section 4.2(a)(ii), or by the Executive resigns for any reason within six (6) months following a Change Good Reason as described in ControlSection 4.2(a)(i), the Employer Xxxxxx will pay, or cause to be paid, to the Executive: (i) an amount equal to 2.99 three (3) times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or or other incentive compensation awarded to the Executive over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation the Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s Xxxxxx'x contribution to the Executive’s 401 (k's 401(k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s 's employment (the “Date of Termination”"DATE OF TERMINATION") (the "UNVESTED COMPANY CONTRIBUTION"), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by the Executive most recently prior to the Date of Termination) to enable the Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer Xxxxxx shall pay the Executive up to $10,000 for executive outplacement services utilized by the Executive upon the receipt by the Employer Xxxxxx of written receipts or other appropriate documentation. ; and (iv) Except for the payment provided in (iii) above, such payments shall be made in one lump sum within fifteen (15) 15 business days after the Executive's termination of Executive’s employment following a Change in Controlor resignation. (b) Except as provided in Section 2.2(d6(d), if Executive’s employment the Executive is terminated by Employer for any reason as described in connection with a Change in Control within Section 6.2(a), the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive pursuant to Section 3.2 of the Employment this Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement), and also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement)3.4. The Executive shall continue to receive all such benefits for a period of two three (23) years after the date of a termination described in Section 2.2(a6.2(a). The Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s 's employment terminated. The total cost of the Executive’s 's continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer Xxxxxx shall pay to the Executive, Executive in a single lump sum as soon as practicable after Executive’s 's termination of employment described in the Change in Control Period Section 6.2(a) an aggregate amount equal to two three (23) additional years of the Employer Xxxxxx retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s 's termination of employment or resignation and equal to the actuarial present value of two three (23) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which the Executive was a participant immediately prior to Executive’s 's termination or resignation, calculated in each case as if the Executive had continued as a plan participant for the number of additional years indicated belowabove, Executive’s 's annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by the Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) The Executive is to receive no payments under Section 2.2(a6.2(a) and no benefits under Section 2.2(b6.2(b) if the Executive’s employment Executive is terminated by Xxxxxx during a Change in Control Period by upon the death or Disability of the Executive or for Cause. In an instance of death or Disability of the Executive, however, the Executive and Executive’s 's dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment AgreementSection 4.4. (e) References in this Section 2.2 6.2 and in Section 7 to “the Employer” "Xxxxxx" shall include the successors of Xxxxxx and the EmployerBank, as applicable. (f) If any benefit or payment from the Company to Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

Amount of Payments. Except as provided in Section 2.2(d), 6.2(d) and in lieu of amounts payable under Section 4 of the Employment Agreement4, the Employer Fulton will pay the Executive the amounts specified in the circumstances below in connection with a Change in Controlbelow. (a) If Executive’s employment is terminated for any reason by the Employer If, during the Change in Control Period, the Executive is terminated by Fulton in the circumstances described Section 4.2(a)(ii), or by the Executive resigns for any reason within six (6) months following a Change Good Reason as described in ControlSection 4.2(a)(i), the Employer Fulton will pay, or cause to be paid, to the Executive: (i) an amount equal to 2.99 two (2) times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or or other incentive compensation awarded to the Executive over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation the Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s Fulton's contribution to the Executive’s 401 (k's 401(k), profit sharingshaxxxx, deferred xxferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s 's employment (the “Date of Termination”"DATE OF TERMINATION") (the "UNVESTED COMPANY CONTRIBUTION"), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by the Executive most recently prior to the Date of Termination) to enable the Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer Fulton shall pay the Executive up to $10,000 for executive outplacement services utilized by the Executive upon the receipt by the Employer Fulton of written receipts or other appropriate documentation. ; and (iv) Except for the payment provided in (iii) above, such payments shall be made in one lump sum within fifteen (15) 15 business days after the Executive's termination of Executive’s employment following a Change in Controlor resignation. (b) Except as provided in Section 2.2(d6(d), if Executive’s employment the Executive is terminated by Employer for any reason as described in connection with a Change in Control within Section 6.2(a), the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive pursuant to Section 3.2 of the Employment this Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement), and also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement)3.4. The Executive shall continue to receive all such benefits for a period of two (2) years after the date of a termination described in Section 2.2(a6.2(a). The Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s 's employment terminated. The total cost of the Executive’s 's continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer Fulton shall pay to the Executive, Executive in a single lump sum as soon as practicable after Executive’s 's termination of employment described in the Change in Control Period Section 6.2(a) an aggregate amount equal to two (2) additional years of the Employer Fulton retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s 's termination of employment or resignation and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which the Executive was a participant immediately prior to Executive’s 's termination or resignation, calculated in each case as if the Executive had continued as a plan participant for the number of additional years indicated belowabove, Executive’s 's annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by the Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) The Executive is to receive no payments under Section 2.2(a6.2(a) and no benefits under Section 2.2(b6.2(b) if the Executive’s employment Executive is terminated by Fulton during a Change in Control Period by upon the death or Disability of the Executive or for Cause. In an instance of death or Disability of the Executive, however, the Executive and Executive’s 's dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment AgreementSection 4.4. (e) References in this Section 2.2 6.2 and in Section 7 to “the Employer” "Fulton" shall include the successors of Fulton and the EmployerBank, as applicable. (f) If any benefit or payment from the Company to Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

Amount of Payments. Except as provided in Section 2.2(d), 6.2(d) and in lieu of amounts payable under Section 4 of the Employment Agreement4, the Employer Fxxxxx will pay the Executive the amounts specified in the circumstances below in connection with a Change in Controlbelow. (a) If Executive’s employment is terminated for any reason by the Employer If, during the Change in Control Period, the Executive is terminated by Fxxxxx in the circumstances described Section 4.2(a)(ii), or by the Executive resigns for any reason within six (6) months following a Change Good Reason as described in ControlSection 4.2(a)(i), the Employer Fxxxxx will pay, or cause to be paid, to the Executive: (i) an amount equal to 2.99 three (3) times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or or other incentive compensation awarded to the Executive over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation the Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s Fxxxxx’x contribution to the Executive’s 401 (k401(k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s employment (the “Date of Termination”) (the “Unvested Company Contribution”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by the Executive most recently prior to the Date of Termination) to enable the Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer Fxxxxx shall pay the Executive up to $10,000 for executive outplacement services utilized by the Executive upon the receipt by the Employer Fxxxxx of written receipts or other appropriate documentation. ; and (iv) Except for the payment provided in (iii) above, such payments shall be made in one lump sum within fifteen (15) 15 business days after termination of the Executive’s employment following a Change in Controltermination or resignation. (b) Except as provided in Section 2.2(d6(d), if Executive’s employment the Executive is terminated by Employer for any reason as described in connection with a Change in Control within Section 6.2(a), the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive pursuant to Section 3.2 of the Employment this Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement), and also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement)3.4. The Executive shall continue to receive all such benefits for a period of two three (23) years after the date of a termination described in Section 2.2(a6.2(a). The Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s employment terminated. The total cost of the Executive’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer Fxxxxx shall pay to the Executive, Executive in a single lump sum as soon as practicable after Executive’s termination of employment described in the Change in Control Period Section 6.2(a) an aggregate amount equal to two three (23) additional years of the Employer Fxxxxx retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination of employment or resignation and equal to the actuarial present value of two three (23) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination or resignation, calculated in each case as if the Executive had continued as a plan participant for the number of additional years indicated belowabove, Executive’s annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of in Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by the Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) The Executive is to receive no payments under Section 2.2(a6.2(a) and no benefits under Section 2.2(b6.2(b) if the Executive’s employment Executive is terminated by Fxxxxx during a Change in Control Period by upon the death or Disability of the Executive or for Cause. In an instance of death or Disability of the Executive, however, the Executive and Executive’s dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment AgreementSection 4.4. (e) References in this Section 2.2 6.2 and in Section 7 to “the EmployerFxxxxx” shall include the successors of Fxxxxx and the EmployerBank, as applicable. (f) If any benefit or payment from the Company to Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

Amount of Payments. Except as provided in Section 2.2(d), and in lieu of amounts payable under Section 4 of the Employment Agreement, the Employer will pay Executive the amounts specified in the circumstances below in connection with a Change in Control. (a) If Executive’s employment is terminated for any reason by the Employer during the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, the Employer will pay, or cause to be paid, to Executive: (i) an amount equal to 2.99 times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or other incentive compensation awarded to Executive over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s contribution to Executive’s 401 (k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s employment (the “Date of Termination”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by Executive most recently prior to the Date of Termination) to enable Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer shall pay Executive up to $10,000 for executive outplacement services utilized by Executive upon the receipt by the Employer of written receipts or other appropriate documentation. Except for the payment provided in (iii) above, such and Such payments shall be made in one lump sum within fifteen (15) business days after termination of Executive’s employment following a Change in Control. (b) Except as provided in Section 2.2(d), if Executive’s employment is terminated by Employer for any reason in connection with a Change in Control within the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive pursuant to Section 3.2 of the Employment Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement, also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement). Executive shall continue to receive all such benefits for a period of two (2) years after the date of a termination described in Section 2.2(a). Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s employment terminated. The total cost of Executive’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer shall pay to the Executive, in a single lump sum as soon as practicable after Executive’s termination of employment in the Change in Control Period Period), an aggregate amount equal to two (2) additional years of the Employer retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination of employment and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which Executive was a participant immediately prior to Executive’s termination or resignation, calculated in each case as if Executive had continued as a plan participant for the number of additional years indicated below, Executive’s annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) Executive is to receive no payments under Section 2.2(a) and no benefits under Section 2.2(b) if the Executive’s employment is terminated during a Change in Control Period by the death or Disability of Executive or for Cause. In an instance of death or Disability of the Executive, however, Executive and Executive’s dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment Agreement. (e) References in this Section 2.2 to “the Employer” shall include the successors of the Employer, as applicable. (f) If any benefit or payment from the Company to Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

Amount of Payments. Except as provided in Section 2.2(d), 6.2(d) and in lieu of amounts payable under Section 4 of the Employment Agreement4, the Employer Xxxxxx will pay the Executive the amounts specified in the circumstances below in connection with a Change in Controlbelow. (a) If Executive’s employment is terminated for any reason by the Employer If, during the Change in Control Period, the Executive is terminated by Xxxxxx in the circumstances described Section 4.2(a)(ii), or by the Executive resigns for any reason within six (6) months following a Change Good Reason as described in ControlSection 4.2(a)(i), the Employer Xxxxxx will pay, or cause to be paid, to the Executive: (i) an amount equal to 2.99 three (3) times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or or other incentive compensation awarded to the Executive over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation the Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s Xxxxxx'x contribution to the Executive’s 's 401 (k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s 's employment (the “Date of Termination”) (the “Unvested Company Contribution”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by the Executive most recently prior to the Date of Termination) to enable the Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer Xxxxxx shall pay the Executive up to $10,000 for executive outplacement services utilized by the Executive upon the receipt by the Employer Xxxxxx of written receipts or other appropriate documentation. ; and (iv) Except for the payment provided in (iii) above, such payments shall be made in one lump sum within fifteen (15) 15 business days after the Executive's termination of Executive’s employment following a Change in Controlor resignation. (b) Except as provided in Section 2.2(d6(d), if Executive’s employment the Executive is terminated by Employer for any reason as described in connection with a Change in Control within Section 6.2(a), the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive pursuant to Section 3.2 of the Employment this Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement), and also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement)3.4. The Executive shall continue to receive all such benefits for a period of two three (23) years after the date of a termination described in Section 2.2(a6.2( a). The Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s 's employment terminated. The total cost of the Executive’s 's continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer Xxxxxx shall pay to the Executive, Executive in a single lump sum as soon as practicable after Executive’s 's termination of employment described in the Change in Control Period Section 6.2(a) an aggregate amount equal to two three (23) additional years of the Employer Xxxxxx retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s 's termination of employment or resignation and equal to the actuarial present value of two three (23) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which the Executive was a participant immediately prior to Executive’s 's termination or resignation, calculated in each case as if the Executive had continued as a plan participant for the number of additional years indicated belowabove, Executive’s 's annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of in Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by the Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) The Executive is to receive no payments under Section 2.2(a6.2(a) and no benefits under Section 2.2(b6.2(b) if the Executive’s employment Executive is terminated by Xxxxxx during a Change in Control Period by upon the death or Disability of the Executive or for Cause. In an instance of death or Disability of the Executive, however, the Executive and Executive’s 's dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment AgreementSection 4.4. (e) References in this Section 2.2 6.2 and in Section 7 to “the EmployerXxxxxx” shall include the successors of Xxxxxx and the EmployerBank, as applicable. (f) If any benefit or payment from the Company to Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

Amount of Payments. Except as provided in Section 2.2(d), and in lieu of amounts payable under Section 4 of the Employment Agreement, the Employer will pay Executive the amounts specified in the circumstances below in connection with a Change in Control. (a) If Executive’s employment is terminated for any reason by the Employer during the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, the Employer will pay, or cause to be paid, to Executive: (i) an amount equal to 2.99 times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or other incentive compensation awarded to Executive over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s contribution to Executive’s 401 (k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s employment (the “Date of Termination”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by Executive most recently prior to the Date of Termination) to enable Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer shall pay Executive up to $10,000 for executive outplacement services utilized by Executive upon the receipt by the Employer of written receipts or other appropriate documentation. Except for the payment provided in (iii) above, such payments shall be made in one lump sum within fifteen (15) business days after termination of Executive’s employment following a Change in Control. (b) Except as provided in Section 2.2(d), if Executive’s employment is terminated by Employer for any reason in connection with a Change in Control within the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive pursuant to Section 3.2 of the Employment Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement, also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement). Executive shall continue to receive all such benefits for a period of two (2) years after the date of a termination described in Section 2.2(a). Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s employment terminated. The total cost of Executive’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer shall pay to the Executive, in a single lump sum as soon as practicable after Executive’s termination of employment in the Change in Control Period Period, an aggregate amount equal to two (2) additional years of the Employer retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination of employment and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which Executive was a participant immediately prior to Executive’s termination or resignation, calculated in each case as if Executive had continued as a plan participant for the number of additional years indicated below, Executive’s annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) Executive is to receive no payments under Section 2.2(a) and no benefits under Section 2.2(b) if the Executive’s employment is terminated during a Change in Control Period by the death or Disability of Executive or for Cause. In an instance of death or Disability of the Executive, however, Executive and Executive’s dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment Agreement. (e) References in this Section 2.2 to “the Employer” shall include the successors of the Employer, as applicable. (f) If any benefit or payment from the Company to Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

Amount of Payments. Except as provided in Section 2.2(d), 6.2(d) and in lieu of amounts payable under Section 4 of the Employment Agreement4, the Employer Fulton will pay the Executive the amounts specified in the circumstances below in connection with a Change in Controlbelow. (a) If Executive’s employment is terminated for any reason by the Employer If, during the Change in Control Period, the Executive is terminated by Fulton in the circumstances described Section 4.2(a)(ii), or by the Executive resigns for any reason within six (6) months following a Change Good Reason as described in ControlSection 4.2(a)(i), the Employer Fulton will pay, or cause to be paid, to the Executive: (i) an amount equal to 2.99 two (2) times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or or other incentive compensation awarded to the Executive over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation the Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s Fxxxxx’x contribution to the Executive’s 401 (k401(k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s employment (the “Date of Termination”) (the “Unvested Company Contribution”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by the Executive most recently prior to the Date of Termination) to enable the Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer Fulton shall pay the Executive up to $10,000 for executive outplacement services utilized by the Executive upon the receipt by the Employer Fulton of written receipts or other appropriate documentation. ; and (iv) Except for the payment provided in (iii) above, such payments shall be made in one lump sum within fifteen (15) 15 business days after termination of the Executive’s employment following a Change in Controltermination or resignation. (b) Except as provided in Section 2.2(d6(d), if Executive’s employment the Executive is terminated by Employer for any reason as described in connection with a Change in Control within Section 6.2(a), the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive pursuant to Section 3.2 of the Employment this Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement), and also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement)3.4. The Executive shall continue to receive all such benefits for a period of two (2) years after the date of a termination described in Section 2.2(a6.2(a). The Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s employment terminated. The total cost of the Executive’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer Fulton shall pay to the Executive, Executive in a single lump sum as soon as practicable after Executive’s termination of employment described in the Change in Control Period Section 6.2(a) an aggregate amount equal to two (2) additional years of the Employer Fulton retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination of employment or resignation and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination or resignation, calculated in each case as if the Executive had continued as a plan participant for the number of additional years indicated belowabove, Executive’s annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of in Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by the Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) The Executive is to receive no payments under Section 2.2(a6.2(a) and no benefits under Section 2.2(b6.2(b) if the Executive’s employment Executive is terminated by Fulton during a Change in Control Period by upon the death or Disability of the Executive or for Cause. In an instance of death or Disability of the Executive, however, the Executive and Executive’s dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment AgreementSection 4.4. (e) References in this Section 2.2 6.2 and in Section 7 to “the EmployerFulton” shall include the successors of Fulton and the EmployerBank, as applicable. (f) If any benefit or payment from the Company to Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

Amount of Payments. Except as provided in Section 2.2(d), and in lieu of amounts payable under Section 4 Article IV of the Employment Agreement, the Employer will pay Executive the amounts specified and will provide the benefits specified in the circumstances below in connection with a Change in Control. (a) If Executive’s employment is terminated for any reason by the Employer without Cause or by Executive for Good Reason during the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, the Employer will pay, or cause to be paid, to Executive: (i) an amount equal to 2.99 times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or other incentive compensation awarded to Executive over the past three (3) years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s contribution to Executive’s 401 (k401(k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s employment (the “Date of Termination”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by Executive most recently prior to the Date of Termination) to enable Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer shall pay Executive up to $10,000 for executive outplacement services utilized by Executive upon the receipt by the Employer of written receipts or other appropriate documentation. Except for the payment provided in (iii) above, such Such payments shall be made in one lump sum within fifteen (15) business days after termination subject to and in accordance with Section 3.12 of Executive’s employment following a Change in Controlthis Agreement. (b) Except as provided in Section 2.2(d), if Executive’s employment is terminated by Employer without Cause or by Executive for any reason in connection with a Change in Control within Good Reason during the Change in Control Period: (i) The Employer shall provide Executive with health (medical, or by Executive for any reason within six (6dental and vision) months following a Change in Control, Executive shall continue and disability coverage substantially comparable to receive all employee benefits available to Executive pursuant to Section 3.2 of the Employment Agreement that coverage Executive was receiving from the Employer immediately before such termination, as provided in Section 4.2(a) prior to the Date of the Employment Agreement, also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement). Executive shall continue to receive all such benefits Termination for a period of two (2) years after the date Date of a termination described in Section 2.2(aTermination (the “Coverage Period”). Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s employment terminated. The total cost of Executive’s continued coverage shall be determined using the same rates for health, life health and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, if the applicable rules and regulations under Federal or Pennsylvania law prohibit the Employer from providing Executive with the post-termination group health or other benefits coverage, or if providing such coverage would subject the Employer or Executive to penalties or excise taxes, then the Employer shall continue to pay to Executive the monthly amount equal to the COBRA (as defined below) premium amount being paid by its former employees who are eligible for such COBRA participation or other benefits coverage continuation, but the Employer shall not be required to provide Executive with enrollment and participation in the actual plans in which the Employer’s employees are actually enrolled. For any portion of the Coverage Period during which health plan coverage or disability insurance coverage, or both, is or are not available under insured plans covering employees of the Employer, Executive shall be compensated in respect of such inability to participate through payment by the Employer to Executive, of an amount equal to the cost that would have been incurred by the Employer if Executive were able to participate in such plan or program (less the employee portion of the premium costs for the active plan) plus an amount which, when added to the Employer annual cost to the Employer, would be sufficient after Federal, state and local income and payroll taxes (based on the tax returns filed by Executive most recently prior to the date of termination) to enable the Executive to net an amount equal to the Employer annual cost to the Employer. (ii) In lieu of ongoing coverage under the Employer’s group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% 150 percent of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In additionIf the Date of Termination is on or prior to the two (2) year anniversary of the Effective Date, then such amounts shall be paid in substantially equal monthly installments over the three (3) year period following the Date of Termination. If the Date of Termination is after the two (2) year anniversary of the Effective Date, then such amounts shall be paid in a lump sum payment within sixty (60) days after the Date of Termination in accordance with Section 3.12 of this Agreement. (iii) The Employer shall pay to the Executive, in a single lump sum as soon as practicable after Executive’s termination of employment in the Change in Control Period termination, an aggregate amount equal to the sum of (A) two (2) additional years of the Employer retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination of employment and equal to (B) the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which Executive was a participant immediately prior to Executive’s termination or resignation, calculated in each case as if Executive had continued as a plan participant for the number of additional years indicated belowabove, Executive’s annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. . (iv) The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of in Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) Executive is to receive no payments under Section 2.2(a) and no benefits under Section 2.2(b) if the Executive’s employment is terminated during a Change in Control Period by the death or Disability of Executive or for Cause. In an instance of death or Disability of the Executive, however, Executive and Executive’s dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment Agreement. (e) References in this Section 2.2 to “the Employer” shall include the successors of the Employer, as applicable. (f) If any benefit or payment from the Company Employer to Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, the Employment Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (g) The Employer agrees that, for purposes of determining whether any Payment would be subject to the excise tax under Section 4999 of the Code, the non-compete set forth in Section 5.3 of the Employment Agreement (the “Non-Compete Provision”) shall be treated as an agreement for the performance of personal services. The Employer agrees to obtain a valuation of the Non-Compete Provision from an independent third party valuation firm mutually agreed upon by the Employer and Executive.

Amount of Payments. Except as provided in Section 2.2(d), 6.2(d) and in lieu of amounts payable under Section 4 of the Employment Agreement4, the Employer Fulton will pay the Executive the amounts specified in the circumstances below in connection with a Change in Controlbelow. (a) If Executive’s employment is terminated for any reason by the Employer If, during the Change in Control Period, the Executive is terminated by Fulton in the circumstances described Section 4.2(a)(ii), or by the Executive resigns for any reason within six (6) months following a Change Good Reason as described in ControlSection 4.2(a)(i), the Employer Fulton will pay, or cause to be paid, to the Executive: (i) an amount equal to 2.99 two (2) times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or or other incentive compensation awarded to the Executive over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation the Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s Xxxxxx'x contribution to the Executive’s 's 401 (k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s 's employment (the “Date of Termination”) (the “Unvested Company Contribution”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by the Executive most recently prior to the Date of Termination) to enable the Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer Fulton shall pay the Executive up to $10,000 for executive outplacement services utilized by the Executive upon the receipt by the Employer Fulton of written receipts or other appropriate documentation. ; and (iv) Except for the payment provided in (iii) above, such payments shall be made in one lump sum within fifteen (15) 15 business days after the Executive's termination of Executive’s employment following a Change in Controlor resignation. (b) Except as provided in Section 2.2(d6(d), if Executive’s employment the Executive is terminated by Employer for any reason as described in connection with a Change in Control within Section 6.2(a), the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive pursuant to Section 3.2 of the Employment this Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement), and also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement)3.4. The Executive shall continue to receive all such benefits for a period of two (2) years after the date of a termination described in Section 2.2(a6.2(a). The Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s 's employment terminated. The total cost of the Executive’s 's continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer Fulton shall pay to the Executive, Executive in a single lump sum as soon as practicable after Executive’s 's termination of employment described in the Change in Control Period Section 6.2(a) an aggregate amount equal to two (2) additional years of the Employer Fulton retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s 's termination of employment or resignation and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which the Executive was a participant immediately prior to Executive’s 's termination or resignation, calculated in each case as if the Executive had continued as a plan participant for the number of additional years indicated belowabove, Executive’s 's annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of in Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by the Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) The Executive is to receive no payments under Section 2.2(a6.2(a) and no benefits under Section 2.2(b6.2(b) if the Executive’s employment Executive is terminated by Fulton during a Change in Control Period by upon the death or Disability of the Executive or for Cause. In an instance of death or Disability of the Executive, however, the Executive and Executive’s 's dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment AgreementSection 4.4. (e) References in this Section 2.2 6.2 and in Section 7 to “the EmployerFulton” shall include the successors of Fulton and the EmployerBank, as applicable. (f) If any benefit In the event the payment described in this Section 6.2, when added to all other amounts or payment from benefits provided to or on behalf of Executive in connection with his termination of employment, would result in the Company to Executive (whether paid or payable or distributed or distributable pursuant to the terms imposition of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in excise tax under Section 280G(b)(1) 4999 of the Internal Revenue Code of 1986, as amended amended, such payments shall be retroactively (if necessary) reduced to the “Code”)extent necessary to avoid such excise tax imposition. Upon written notice to Executive, then together with calculations of Xxxxxx’x independent auditors, Executive shall remit to Fulton the aggregate present value amount of amounts the reduction (only if such amount has been paid to Executive) plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or benefits any other provision of this Agreement to the contrary, if any portion of the amount herein payable to Executive is determined to be non-deductible pursuant to this Agreement (“Agreement Payments”) the regulations promulgated under Section 280G of the Internal Revenue Code of 1986, as amended, Fulton shall be reduced (but not below zero) required only to pay to Executive the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder amount determined to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to deductible under Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.280G.

Amount of Payments. Except as provided in Section 2.2(d), and in lieu of amounts payable under Section 4 of the Employment Agreement, the Employer will pay pay, or cause to be paid, to Executive the amounts specified in the circumstances below in connection with a Change in Control. (a) If Executive’s employment is terminated for any reason by the Employer in connection with a Change in Control during the a Change in Control Period, or by Executive for any reason within six (6) months following such a Change in Control, the Employer will pay, or cause to be paid, to Executive: (i) an amount equal to 2.99 2.00 times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or other incentive compensation awarded to Executive over the past three (3) years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s contribution to Executive’s 401 (k401(k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s employment (the “Date of Termination”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by Executive most recently prior to the Date of Termination) to enable Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer shall pay Executive up to $10,000 for executive outplacement services utilized by Executive upon the receipt by the Employer of written receipts or other appropriate documentation. Except for the payment provided in (iii) above, such payments shall be made in one lump sum within fifteen thirty-five (1535) business days after termination of Executive’s employment the Date of Termination following a Change in Control. (b) Except as provided in Section 2.2(d), if Executive’s employment is terminated by Employer for any reason in connection with a Change in Control within the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all be eligible to participate in the expense reimbursement plan in Section 3.4 of the Employment Agreement and the employee benefits available benefit plans referred to Executive pursuant to in Section 3.2 of the Employment Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement, also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement). Executive shall continue to receive all such benefits for a period of two (2) years after (continuing to pay the date employee portion of a termination described in Section 2.2(athe premium costs for the active plan). Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s employment terminated. The total cost of Executive’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, if the applicable rules and regulations under Federal or Pennsylvania law prohibit the Employer from providing Executive with the post-termination group health or other benefits coverage, either directly or through COBRA, or if providing such coverage would subject the Employer to penalties or excise taxes, then the Employer shall continue to pay to Executive the monthly amount equal to the COBRA premium amount being paid by its former employees who are eligible for such COBRA participation or other benefits coverage continuation, but the Employer shall not be required to provide Executive with enrollment and participation in the actual plans in which the Employer’s employees are actually enrolled. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty thirty-five (3035) days after Executive’s termination date the Date of Termination, in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three (3) year period following Employee’s termination the Date of employment dateTermination. In addition, the Employer shall pay to the Executive, in a single lump sum as soon as practicable within thirty-five (35) days after Executive’s termination the Date of employment in the Change in Control Period Termination, an aggregate amount equal to two (2) additional years of the Employer retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination of employment and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which Executive was a participant immediately prior to Executive’s termination or resignation, calculated in each case as if Executive had continued as a plan participant for the number of additional years indicated below, Executive’s annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) Executive is to receive no payments under Section 2.2(a) and no benefits under Section 2.2(b) if the Executive’s employment is terminated during a Change in Control Period by the death or Disability “Disability” of Executive or if Executive is terminated during a Change in Control Period for “Cause” (as those terms are defined in Section 4 of the Employment Agreement). In an instance of death or Disability of the Executive, however, Executive and Executive’s dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment Agreement. (e) References in this Section 2.2 to “the Employer” shall include the successors of the Employer, as applicable. (f) If any benefit or payment from the Company Employer to Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, ,” as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

Amount of Payments. Except as provided in Section 2.2(dparagraph 5.2(e), and in ------------------ lieu of amounts payable under Section 4 paragraph 4, the Companies will pay the Executive the following amounts in the following circumstances: (i) If the Executive is terminated by either of the Employment Companies in the circumstances described under paragraph 4.3(a)(i), or if the Executive resigns during a Change in Control Period in the circumstances described under paragraph 4.3(a)(ii), or if during a Change in Control Period the Executive resigns in circumstances other than those described under paragraph 4.3(a)(ii) without having been offered an employment agreement the terms of which are comparable to those of this Agreement, the Employer will pay Executive the amounts specified in the circumstances below in connection with a Change in Control. (a) If Executive’s employment is terminated for any reason by the Employer during the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, the Employer Companies will pay, or cause to be paid, to the Executive: : (ia) if the Executive's termination or resignation occurs before the Executive has attained the age of 63 years, an amount equal to 2.99 two times the sum of (Ai) the Base Salary Executive's annual base salary immediately before the Change in Control and (Bii) the highest annual cash bonus and/or other incentive compensation awarded average of the bonuses paid to the Executive over the past three years (including years in which cash no bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation Executive may have madeawarded); and or (iib) an amount (if the “Unvested Company Contribution”) equal to that portionExecutive's termination or resignation occurs on or after the Executive has attained the age of 63 years, if any, of the Employer’s contribution to Executive’s 401 (k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s employment (the “Date of Termination”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by Executive most recently prior to the Date of Termination) to enable Executive to net an amount equal to the Unvested Company Contribution; andamount set forth in paragraph 5.2(a)(i)(a) multiplied by a fraction, the numerator of which shall be 730 minus the number of days which have passed since the Executive's 63rd birthday, and the denominator of which shall be 730. (iiiii) the Employer shall pay Executive up to $10,000 for executive outplacement services utilized by Executive upon the receipt by the Employer of written receipts or other appropriate documentation. Except for the Such payment provided in (iii) above, such payments shall be made in one lump sum within fifteen (15) 15 business days after the Executive's termination of Executive’s employment following a Change in Controlor resignation. (bi) Except as provided in Section 2.2(d), if Executive’s employment is terminated by Employer for any reason in connection with a Change in Control within the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive pursuant to Section 3.2 of the Employment Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement, also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement). Executive shall continue to receive all such benefits for a period of two (2) years after the date of a termination described in Section 2.2(a). Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s employment terminated. The total cost of Executive’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer shall pay to the Executive, in a single lump sum as soon as practicable after Executive’s termination of employment in the Change in Control Period an aggregate amount equal to two (2) additional years of the Employer retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which If the Executive was a participant immediately prior to Executive’s termination of employment and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which Executive was a participant immediately prior to Executive’s termination or resignation, calculated in each case as if Executive had continued as a plan participant for the number of additional years indicated below, Executive’s annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) Executive is to receive no payments under Section 2.2(a) and no benefits under Section 2.2(b) if the Executive’s employment is terminated resigns during a Change in Control Period by the death or Disability of Executive or for Cause. In in circumstances other than those described under paragraph 4.3(a)(ii) after having been offered an instance of death or Disability of the Executive, however, Executive and Executive’s dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment Agreement. (e) References in this Section 2.2 to “the Employer” shall include the successors of the Employer, as applicable. (f) If any benefit or payment from the Company to Executive (whether paid or payable or distributed or distributable pursuant to employment agreement the terms of which are comparable to those of this Agreement Agreement, the Companies will pay, or otherwise) (a “Payment”) shall be determined cause to be an “Excess Parachute Payment”paid, as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be Executive: (a) if the greater Executive's resignation occurs before the Executive has attained the age of 64 years, an amount equal to the sum of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or Executive's annual base salary immediately before the Change in Control and (ii) the largest portion, up to and including the total, average of the Agreement Payments that after taking into account all applicable state and federal taxes bonuses paid to the Executive over the past three years (computed at the highest applicable marginal rate) including any taxes payable pursuant to Section 4999 of the Code, results years in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal ratewhich no bonus was awarded). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.; or

Amount of Payments. Except as provided in Section 2.2(d), 6.2(d) and in lieu of amounts payable under Section 4 of the Employment Agreement4, the Employer Xxxxxx will pay the Executive the amounts specified in the circumstances below in connection with a Change in Controlbelow. (a) If Executive’s employment is terminated for any reason by the Employer If, during the Change in Control Period, the Executive is terminated by Xxxxxx in the circumstances described Section 4.2(a)(ii), or by the Executive resigns for any reason within six (6) months following a Change Good Reason as described in ControlSection 4.2(a)(i), the Employer Xxxxxx will pay, or cause to be paid, to the Executive: (i) an amount equal to 2.99 two (2) times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or or other incentive compensation awarded to the Executive over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation the Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s Xxxxxx'x contribution to the Executive’s 's 401 (k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s 's employment (the “Date of Termination”) (the “Unvested Company Contribution”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by the Executive most recently prior to the Date of Termination) to enable the Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer Xxxxxx shall pay the Executive up to $10,000 for executive outplacement services utilized by the Executive upon the receipt by the Employer Xxxxxx of written receipts or other appropriate documentation. ; and (iv) Except for the payment provided in (iii) above, such payments shall be made in one lump sum within fifteen (15) 15 business days after the Executive's termination of Executive’s employment following a Change in Controlor resignation. (b) Except as provided in Section 2.2(d6.2(d), if Executive’s employment the Executive is terminated by Employer for any reason as described in connection with a Change in Control within Section 6.2(a), the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive pursuant to Section 3.2 of the Employment this Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement), and also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement)3.4. The Executive shall continue to receive all such benefits for a period of two (2) years after the date of a termination described in Section 2.2(a6.2(a). The Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s 's employment terminated. The total cost of the Executive’s 's continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer Xxxxxx shall pay to the Executive, Executive in a single lump sum as soon as practicable after Executive’s 's termination of employment described in the Change in Control Period Section 6.2(a) an aggregate amount equal to two (2) additional years of the Employer Xxxxxx retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s 's termination of employment or resignation and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which the Executive was a participant immediately prior to Executive’s 's termination or resignation, calculated in each case as if the Executive had continued as a plan participant for the number of additional years indicated belowabove, Executive’s 's annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of in Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by the Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) The Executive is to receive no payments under Section 2.2(a6.2(a) and no benefits under Section 2.2(b6.2(b) if the Executive’s employment Executive is terminated by Xxxxxx during a Change in Control Period by upon the death or Disability of the Executive or for Cause. In an instance of death or Disability of the Executive, however, the Executive and Executive’s 's dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment AgreementSection 4.4. (e) References in this Section 2.2 6.2 and in Section 7 to “the EmployerXxxxxx” shall include the successors of the EmployerXxxxxx and its affiliates, as applicable. (f) If any benefit In the event the payment described in this Section 6.2, when added to all other amounts or payment from benefits provided to or on behalf of Executive in connection with his termination of employment, would result in the Company to Executive (whether paid or payable or distributed or distributable pursuant to the terms imposition of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in excise tax under Section 280G(b)(1) 4999 of the Internal Revenue Code of 1986, as amended amended, such payments shall be retroactively (if necessary) reduced to the “Code”)extent necessary to avoid such excise tax imposition. Upon written notice to Executive, then together with calculations of Xxxxxx’x tax advisor, Executive shall remit to Xxxxxx the aggregate present value amount of amounts the reduction (only if such amount has been paid to Executive) plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or benefits any other provision of this Agreement to the contrary, if any portion of the amount herein payable to Executive is determined to be non-deductible pursuant to this Agreement (“Agreement Payments”) the regulations promulgated under Section 280G of the Internal Revenue Code of 1986, as amended, Xxxxxx shall be reduced (but not below zero) required only to pay to Executive the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder amount determined to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to deductible under Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.280G.

Amount of Payments. Except as provided in Section 2.2(d), and in lieu of amounts payable under Section 4 of the Employment Agreement, the Employer will pay Executive the amounts specified in the circumstances below in connection with a Change in Control. (a) If Executive’s employment is terminated for any reason by the Employer during the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, the Employer will pay, or cause to be paid, to Executive: (i) an amount equal to 2.99 times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or other incentive compensation awarded to Executive over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s contribution to Executive’s 401 (k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s employment (the “Date of Termination”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by Executive most recently prior to the Date of Termination) to enable Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer shall pay Executive up to $10,000 for executive outplacement services utilized by Executive upon the receipt by the Employer of written receipts or other appropriate documentation. and Except for the payment provided in (iii) above, such payments shall be made in one lump sum within fifteen (15) business days after termination of Executive’s employment following a Change in Control. (b) Except as provided in Section 2.2(d), if Executive’s employment is terminated by Employer for any reason in connection with a Change in Control within the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive pursuant to Section 3.2 of the Employment Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement, also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement). Executive shall continue to receive all such benefits for a period of two (2) years after the date of a termination described in Section 2.2(a). Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s employment terminated. The total cost of Executive’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer shall pay to the Executive, in a single lump sum as soon as practicable after Executive’s termination of employment in the Change in Control Period Period), an aggregate amount equal to two (2) additional years of the Employer retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination of employment and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which Executive was a participant immediately prior to Executive’s termination or resignation, calculated in each case as if Executive had continued as a plan participant for the number of additional years indicated below, Executive’s annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) Executive is to receive no payments under Section 2.2(a) and no benefits under Section 2.2(b) if the Executive’s employment is terminated during a Change in Control Period by the death or Disability of Executive or for Cause. In an instance of death or Disability of the Executive, however, Executive and Executive’s dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment Agreement. (e) References in this Section 2.2 to “the Employer” shall include the successors of the Employer, as applicable. (f) If any benefit or payment from the Company to Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

Amount of Payments. Except as provided in Section 2.2(d), 6.2(d) and in lieu of amounts payable under Section 4 of the Employment Agreement4, the Employer Fxxxxx will pay the Executive the amounts specified in the circumstances below in connection with a Change in Controlbelow. (a) If Executive’s employment is terminated for any reason by the Employer If, during the Change in Control Period, the Executive is terminated by Fxxxxx in the circumstances described Section 4.2(a)(ii), or by the Executive resigns for any reason within six (6) months following a Change Good Reason as described in ControlSection 4.2(a)(i), the Employer Fxxxxx will pay, or cause to be paid, to the Executive: (i) an amount equal to 2.99 two (2) times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or or other incentive compensation awarded to the Executive over the past three years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation the Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s Fxxxxx’x contribution to the Executive’s 401 (k401(k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s employment (the “Date of Termination”) (the “Unvested Company Contribution”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by the Executive most recently prior to the Date of Termination) to enable the Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer Fxxxxx shall pay the Executive up to $10,000 for executive outplacement services utilized by the Executive upon the receipt by the Employer Fxxxxx of written receipts or other appropriate documentation. ; and (iv) Except for the payment provided in (iii) above, such payments shall be made in one lump sum within fifteen (15) 15 business days after termination of the Executive’s employment following a Change in Controltermination or resignation. (b) Except as provided in Section 2.2(d6(d), if Executive’s employment the Executive is terminated by Employer for any reason as described in connection with a Change in Control within Section 6.2(a), the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all employee benefits available to Executive pursuant to Section 3.2 of the Employment this Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement), and also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement)3.4. The Executive shall continue to receive all such benefits for a period of two (2) years after the date of a termination described in Section 2.2(a6.2(a). The Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s employment terminated. The total cost of the Executive’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty (30) days after Executive’s termination date in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three year period following Employee’s termination of employment date. In addition, the Employer Fxxxxx shall pay to the Executive, Executive in a single lump sum as soon as practicable after Executive’s termination of employment described in the Change in Control Period Section 6.2(a) an aggregate amount equal to two (2) additional years of the Employer Fxxxxx retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination of employment or resignation and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination or resignation, calculated in each case as if the Executive had continued as a plan participant for the number of additional years indicated belowabove, Executive’s annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of in Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by the Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) The Executive is to receive no payments under Section 2.2(a6.2(a) and no benefits under Section 2.2(b6.2(b) if the Executive’s employment Executive is terminated by Fxxxxx during a Change in Control Period by upon the death or Disability of the Executive or for Cause. In an instance of death or Disability of the Executive, however, the Executive and Executive’s dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment AgreementSection 4.4. (e) References in this Section 2.2 6.2 and in Section 7 to “the EmployerFulton” shall include the successors of Fulton and the EmployerBank, as applicable. (f) If any benefit or payment from the Company to Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

Amount of Payments. Except as provided in Section 2.2(d), and in lieu of amounts payable under Section 4 of the Employment Agreement, the Employer will pay pay, or cause to be paid, to Executive the amounts specified in the circumstances below in connection with a Change in Control. (a) If Executive’s employment is terminated for any reason by the Employer in connection with a Change in Control during the a Change in Control Period, or by Executive for any reason within six (6) months following such a Change in Control, the Employer will pay, or cause to be paid, to Executive: (i) an amount equal to 2.99 times the sum of (A) the Base Salary immediately before the Change in Control and (B) the highest annual cash bonus and/or other incentive compensation awarded to Executive over the past three (3) years in which cash bonus or other incentive compensation was awarded (all exclusive of any election to defer receipt of compensation Executive may have made); and (ii) an amount (the “Unvested Company Contribution”) equal to that portion, if any, of the Employer’s contribution to Executive’s 401 (k401(k), profit sharing, deferred compensation or other similar individual account plan which is not vested as of the date of termination of Executive’s employment (the “Date of Termination”), plus an amount which, when added to the Unvested Company Contribution, would be sufficient after Federal, state and local income taxes (based on the tax returns filed by Executive most recently prior to the Date of Termination) to enable Executive to net an amount equal to the Unvested Company Contribution; and (iii) the Employer shall pay Executive up to $10,000 for executive outplacement services utilized by Executive upon the receipt by the Employer of written receipts or other appropriate documentation. Except for the payment provided in (iii) above, such payments shall be made in one lump sum within fifteen thirty-five (1535) business days after termination of Executive’s employment the Date of Termination following a Change in Control. (b) Except as provided in Section 2.2(d), if Executive’s employment is terminated by Employer for any reason in connection with a Change in Control within the Change in Control Period, or by Executive for any reason within six (6) months following a Change in Control, Executive shall continue to receive all be eligible to participate in the expense reimbursement plan in Section 3.4 of the Employment Agreement and the employee benefits available benefit plans referred to Executive pursuant to in Section 3.2 of the Employment Agreement that Executive was receiving immediately before such termination, as provided in Section 4.2(a) of the Employment Agreement, also the benefits available to Executive immediately before such termination pursuant to Section 3.4 of the Employment Agreement (Expense Reimbursement). Executive shall continue to receive all such benefits for a period of two (2) years after (continuing to pay the date employee portion of a termination described in Section 2.2(athe premium costs for the active plan). Executive shall pay the same percentage of the total cost of coverage under the applicable employee benefit plans as Executive was paying when Executive’s employment terminated. The total cost of Executive’s continued coverage shall be determined using the same rates for health, life and/or disability coverage that apply from time to time to similarly situated active employees. Notwithstanding the foregoing, if the applicable rules and regulations under Federal or Pennsylvania law prohibit the Employer from providing Executive with the post-termination group health or other benefits coverage, either directly or through COBRA, or if providing such coverage would subject the Employer to penalties or excise taxes, then the Employer shall continue to pay to Executive the monthly amount equal to the COBRA premium amount being paid by its former employees who are eligible for such COBRA participation or other benefits coverage continuation, but the Employer shall not be required to provide Executive with enrollment and participation in the actual plans in which the Employer’s employees are actually enrolled. Notwithstanding the foregoing, in lieu of ongoing coverage under the group term life insurance program, the Employer shall pay Executive a lump sum payment within thirty thirty-five (3035) days after Executive’s termination date the Date of Termination, in an amount equal to 150% of the Employer’s actual premium cost of providing group term life insurance coverage to Executive for the three (3) year period following Employee’s termination the Date of employment dateTermination. In addition, the Employer shall pay to the Executive, in a single lump sum as soon as practicable within thirty-five (35) days after Executive’s termination the Date of employment in the Change in Control Period Termination, an aggregate amount equal to two (2) additional years of the Employer retirement plan contributions by the Employer under each tax qualified or nonqualified defined contribution type of retirement plan in which the Executive was a participant immediately prior to Executive’s termination of employment and equal to the actuarial present value of two (2) additional years of benefit accruals under each tax qualified or nonqualified defined benefit type of retirement plan in which Executive was a participant immediately prior to Executive’s termination or resignation, calculated in each case as if Executive had continued as a plan participant for the number of additional years indicated below, Executive’s annual compensation for plan purposes in the most recently completed plan year of each plan continued unchanged through these additional years, and the retirement plans continued to operate unchanged through the additional years. The actuarial equivalence factors and assumptions generally in use under any defined benefit plan shall be applied in determining lump sum present values of any defined benefit plan additional accruals payable hereunder. The period of continued health coverage required by Section 4980(B)(f) of the Internal Revenue Code of 1986, as amended (“COBRA”) shall run concurrently with the coverage provided herein. (c) Upon the occurrence of a Change of Control, the vesting and exercise rights of all stock options, shares of restricted stock, and other equity-based compensation units held by Executive pursuant to any stock option plan, stock option agreement, restricted stock agreement, or other long term incentive plan shall be governed by the terms of such plan or agreement, but in the event the plan or agreement is silent on the subject of change in control, all such options, shares, and units shall immediately become vested and exercisable as to all or any part of the shares and rights covered thereby. (d) Executive is to receive no payments under Section 2.2(a) and no benefits under Section 2.2(b) if the Executive’s employment is terminated during a Change in Control Period by the death or Disability “Disability” of Executive or if Executive is terminated during a Change in Control Period for “Cause” (as those terms are defined in Section 4 of the Employment Agreement). In an instance of death or Disability of the Executive, however, Executive and Executive’s dependents, beneficiaries and estate shall receive any benefits payable to them under the Employment Agreement. (e) References in this Section 2.2 to “the Employer” shall include the successors of the Employer, as applicable. (f) If any benefit or payment from the Company Employer to Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) shall be determined to be an “Excess Parachute Payment”, ,” as defined in Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (“Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “Reduced Amount” shall be the greater of (i) the highest aggregate present value of Agreement Payments that can be paid without causing any payments or benefits hereunder to be an Excess Parachute Payment or (ii) the largest portion, up to and including the total, of the Agreement Payments that after taking into account all applicable state and federal taxes (computed at the highest applicable marginal rate) including any taxes payable pursuant to Section 4999 of the Code, results in a greater after-tax benefit to Executive than the after-tax benefit to Executive of the amount calculated under (i) hereof (computed at the highest applicable marginal rate). For purposes of this Section 2.2, present value shall be determined in accordance with Section 280G(d)(4) of the Code.