Common use of Benefits Following a Change in Control Clause in Contracts

Benefits Following a Change in Control. 4.1 Provided Employee is providing services to the Corporation or an Employer, the majority of which is owned by the Corporation, at the time of the Change in Control, Employee shall be entitled to and the Corporation shall pay to Employee, the salary, bonus and benefits set forth in paragraph 4.3 below if a Change in Control occurs during the term of this Agreement and Employee’s employment is terminated within two (2) years following the Change in Control either: 4.1.1 by the Corporation or the Bank other than for Cause or by reason of Employee’s Disability, Retirement or death, or 4.1.2 by Employee pursuant to Involuntary Termination. 4.2 Employee shall be entitled to and the Corporation shall pay to Employee the salary, bonus and benefits set forth in paragraph 4.3 below if during the term of this Agreement there is a Proposed Transaction and Employee’s employment is thereafter terminated by the Corporation or the Bank other than for Cause or by reason of Employee’s Disability, Retirement or death, and the Proposed Transaction is consummated within one (1) year after the date of termination of Employee’s employment, then a Change in Control shall be deemed to have occurred during the term of this Agreement and the termination of Employee’s employment shall be deemed to have occurred within two (2) years following a Change in Control. 4.3.1 The Corporation or the Bank shall pay and Employee shall receive his Current Salary (subject to withholding all applicable taxes) for a period of two (2) years from his date of termination in the same manner as it was being paid as of the date of termination; provided, however, that the salary payments provided for hereunder shall be paid in a single lump sum payment, to be paid not later than thirty (30) days after his termination of employment, said lump sum payment to be determined by taking the salary payments to be made and discounting them to their Present Value. 4.3.2 The Corporation or the Bank shall pay and Employees shall receive a bonus (subject to withholding all applicable taxes) greater than or equal to a pro rata percentage of the previous years’ bonus based upon the number of months worked during the current fiscal year prior to termination. 4.3.3 The Corporation or the Bank shall pay and Employees shall receive the §401(k) contributions based upon employee’s Current Salary (subject to withholding all applicable taxes) for a period of two (2) years from the date of his termination in the same manner as it was being paid as of the date of termination; provided, however, that the §401(k) contributions provided for hereunder shall be paid in a single lump sum payment, to be paid not later than thirty (30) days after his termination of employment, said lump sum payment to be determined by taking the §401(k) contributions to be made and discounting them to their Present Value. 4.3.4 Employees shall be entitled to any life, health or disability insurance in effect at the time of employee’s termination for a period of two (2) years from his date of termination in the same manner as it was provided as of the date of termination. 4.3.5 Employees shall be entitled to purchase the automobile provided by the Bank at the Bank’s depreciated value.

Benefits Following a Change in Control. 4.1 Provided Employee is providing services to the Corporation or an Employer, the majority of which is owned by the Corporation, at the time of the Change in Control, Employee shall be entitled to and the Corporation shall pay to Employee, the salary, bonus and benefits set forth in paragraph 4.3 below if a Change in Control occurs during the term of this Agreement and Employee’s employment is terminated within two (2) years following the Change in Control either: 4.1.1 by the Corporation or the Bank other than for Cause or by reason of Employee’s Disability, Retirement or death, or 4.1.2 by Employee pursuant to Involuntary Termination. 4.2 Employee shall be entitled to and the Corporation shall pay to Employee the salary, bonus and benefits set forth in paragraph 4.3 below if during the term of this Agreement there is a Proposed Transaction and Employee’s employment is thereafter terminated by the Corporation or the Bank other than for Cause or by reason of Employee’s Disability, Retirement or death, and the Proposed Transaction is consummated within one (1) year after the date of termination of Employee’s employment, then a Change in Control shall be deemed to have occurred during the term of this Agreement and the termination of Employee’s employment shall be deemed to have occurred within two one (21) years year following a Change in Control. 4.3.1 The Corporation or the Bank shall pay and Employee shall receive his Current Salary (subject to withholding all applicable taxes) for a period of two one (21) years year from his date of termination in the same manner as it was being paid as of the date of termination; provided, however, that the salary payments provided for hereunder shall be paid in a single lump sum payment, to be paid not later than thirty (30) days after his termination of employment, said lump sum payment to be determined by taking the salary payments to be made and discounting them to their Present Value. 4.3.2 The Corporation or the Bank shall pay and Employees shall receive a bonus (subject to withholding all applicable taxes) greater than or equal to a pro rata percentage of the previous years’ bonus based upon the number of months worked during the current fiscal year prior to termination. 4.3.3 The Corporation or the Bank shall pay and Employees shall receive the §401(k) contributions based upon employee’s Current Salary (subject to withholding all applicable taxes) for a period of two one (21) years year from the date of his termination in the same manner as it was being paid as of the date of termination; provided, however, that the §401(k) contributions provided for hereunder shall be paid in a single lump sum payment, to be paid not later than thirty (30) days after his termination of employment, said lump sum payment to be determined by taking the §401(k) contributions to be made and discounting them to their Present Value. 4.3.4 Employees shall be entitled to any life, health or disability insurance in effect at the time of employee’s termination for a period of two one (21) years year from his date of termination in the same manner as it was provided as of the date of termination. 4.3.5 Employees shall be entitled to purchase the automobile provided by the Bank at the Bank’s depreciated value.

Benefits Following a Change in Control. 4.1 Provided Employee is providing services to the Corporation or an Employer, the majority of which is owned by the Corporation, at the time of the Change in Control, Employee shall be entitled to and the Corporation shall pay to Employee, the salary, bonus and benefits set forth in paragraph 4.3 below if a Change in Control occurs during the term of this Agreement and Employee’s employment is terminated within two (2) years following the Change in Control either: 4.1.1 by the Corporation or the Bank other than for Cause or by reason of Employee’s Disability, Retirement or death, or 4.1.2 by Employee pursuant to Involuntary Termination. 4.2 Employee shall be entitled to and the Corporation shall pay to Employee the salary, bonus and benefits set forth in paragraph 4.3 below if during the term of this Agreement there is a Proposed Transaction and Employee’s employment is thereafter terminated by the Corporation or the Bank other than for Cause or by reason of Employee’s Disability, Retirement or death, and the Proposed Transaction is consummated within one (1) year after the date of termination of Employee’s employment, then a Change in Control shall be deemed to have occurred during the term of this Agreement and the termination of Employee’s employment shall be deemed to have occurred within two one (21) years year following a Change in Control. 4.3.1 The Corporation or the Bank shall pay and Employee shall receive his Current Salary (subject to withholding all applicable taxes) for a period of two (2) years from his date of termination in the same manner as it was being paid as of the date of termination; provided, however, that the salary payments provided for hereunder shall be paid in a single lump sum payment, to be paid not later than thirty (30) days after his termination of employment, said lump sum payment to be determined by taking the salary payments to be made and discounting them to their Present Value. 4.3.2 The Corporation or the Bank shall pay and Employees shall receive a bonus (subject to withholding all applicable taxes) greater than or equal to a pro rata percentage of the previous years’ bonus based upon the number of months worked during the current fiscal year prior to termination. 4.3.3 The Corporation or the Bank shall pay and Employees shall receive the §401(k) contributions based upon employee’s Current Salary (subject to withholding all applicable taxes) for a period of two (2) years year from the date of his termination in the same manner as it was being paid as of the date of termination; provided, however, that the §401(k) contributions provided for hereunder shall be paid in a single lump sum payment, to be paid not later than thirty (30) days after his termination of employment, said lump sum payment to be determined by taking the §401(k) contributions to be made and discounting them to their Present Value. 4.3.4 Employees shall be entitled to any life, health or disability insurance in effect at the time of employee’s termination for a period of two (2) years from his date of termination in the same manner as it was provided as of the date of termination. 4.3.5 Employees shall be entitled to purchase the automobile provided by the Bank at the Bank’s depreciated value.

Benefits Following a Change in Control. 4.1 Provided Employee is providing services to the Corporation or an Employer, the majority of which is owned by the Corporation, at the time of the Change in Control, Employee shall be entitled to and the Corporation shall pay to Employee, the salary, bonus and benefits set forth in paragraph 4.3 below if a Change in Control occurs during the term of this Agreement and Employee’s employment is terminated within two (2) years following the Change in Control either: 4.1.1 by the Corporation or the Bank other than for Cause or by reason of Employee’s Disability, Retirement or death, or 4.1.2 by Employee pursuant to Involuntary Termination. 4.2 Employee shall be entitled to and the Corporation shall pay to Employee the salary, bonus and benefits set forth in paragraph 4.3 below if during the term of this Agreement there is a Proposed Transaction and Employee’s employment is thereafter terminated by the Corporation or the Bank other than for Cause or by reason of Employee’s Disability, Retirement or death, and the Proposed Transaction is consummated within one (1) year after the date of termination of Employee’s employment, then a Change in Control shall be deemed to have occurred during the term of this Agreement and the termination of Employee’s employment shall be deemed to have occurred within two one (21) years year following a Change in Control. 4.3.1 The Corporation or the Bank shall pay and Employee shall receive his Current Salary (subject to withholding all applicable taxes) for a period of two (2) years from his date of termination in the same manner as it was being paid as of the date of termination; provided, however, that the salary payments provided for hereunder shall be paid in a single lump sum payment, to be paid not later than thirty (30) days after his termination of employment, said lump sum payment to be determined by taking the salary payments to be made and discounting them to their Present Value. 4.3.2 The Corporation or the Bank shall pay and Employees shall receive a bonus (subject to withholding all applicable taxes) greater than or equal to a pro rata percentage of the previous years’ bonus based upon the number of months worked during the current fiscal year prior to termination. 4.3.3 The Corporation or the Bank shall pay and Employees shall receive the §401(k) contributions based upon employee’s Current Salary (subject to withholding all applicable taxes) for a period of two (2) years from the date of his termination in the same manner as it was being paid as of the date of termination; provided, however, that the §401(k) contributions provided for hereunder shall be paid in a single lump sum payment, to be paid not later than thirty (30) days after his termination of employment, said lump sum payment to be determined by taking the §401(k) contributions to be made and discounting them to their Present Value. 4.3.4 Employees shall be entitled to any life, health or disability insurance in effect at the time of employee’s termination for a period of two (2) years from his date of termination in the same manner as it was provided as of the date of termination. 4.3.5 Employees shall be entitled to purchase the automobile provided by the Bank at the Bank’s depreciated value.