Common use of Benefits Upon Change in Control Clause in Contracts

Benefits Upon Change in Control. 2.3.1 If within three years following a Change in Control of the Bank a Terminating Event occurs with respect to the Executive, the Executive will be entitled to receive his Normal Supplemental Retirement Benefit, calculated as if the following had occurred: (a) the Executive continued his employment with the Bank until the Normal Retirement Date, (b) the annual rate of his base compensation with the Bank in effect at the time of the termination of employment was increased, on a compound basis, by 6% on each May 1 occurring after the date of termination of employment and prior to the Normal Retirement Date, (c) the Executive's annual compensation was paid in twenty-six equal bi-weekly installments, and (d) the foregoing assumed facts applied in determining the benefits payable under the Retirement Plan. The Normal Supplemental Retirement Benefit, as so calculated, will generally be payable at the Normal Retirement Date, provided that, with the consent of the Board of Directors, an Actuarial Equivalent of such benefit may be paid (or commenced) to the Executive or former Executive at an earlier date. In the event that the Executive requests permission to commence receiving his Benefit before his Normal Retirement Date and the Board refuses to grant permission for such early commencement of payments, the Executive may request the Board to reconsider its decision. If the Board has not agreed to permit such early payment by a date which is 15 days after the request for reconsideration is made, the Executive shall have the right to receive upon written application to the Bank the Actuarial Equivalent of such Normal Supplemental Retirement Benefit, less a penalty of 7%. 2.3.2 Upon a Change in Control, the Bank shall, as soon as possible, but in no event later than 30 days following the Change in Control, make an irrevocable contribution to the Trust in an amount that is sufficient, as determined by an actuary appointed by the Trustee, to pay the Executive or his Beneficiary the full benefits to which he or she would be entitled pursuant to the terms of this Agreement as of the date on which the Change in Control occurred assuming that (x) the Accrued Percentage was 100%, (y) a Terminating Event had occurred with respect to the Executive as of the date of the Change in Control, and (z) the Board had agreed to pay such benefits to the Executive or his Beneficiary, on an Actuarial Equivalent basis, as of the date of the Change in Control. Within the same time period following a Change in Control, the Bank shall make a further irrevocable contribution to the Trust in an amount sufficient to pay for the Trustee's fees and for actuarial, accounting, legal and other professional or administrative services necessary to implement the terms of this Agreement following a Change in Control. Such amount shall be determined by the Trustee's estimate of its fees (as provided in the Trust Agreement) and by estimates obtained by the Trustee from the independent actuaries, accountants, lawyers and other appropriate professional and administrative personnel who provided such services to the Trust or the Bank immediately before the Change in Control. 2.3.3 If the Executive would be entitled to receive payment of a benefit under this Section 2.3 and under Section 2.2, the provisions of Section shall not apply and this Section 2.3 shall be controlling.

Benefits Upon Change in Control. 2.3.1 If within three years following a Change in Control of and before the Bank Normal Retirement Date a Terminating Event occurs with respect to the Executive, the Executive will be entitled to receive his Normal Supplemental Retirement Benefit, calculated as if the following had occurred: (a) the Executive continued his employment with the Bank until the Normal Retirement Date, (b) the annual rate of his base compensation with the Bank in effect at the time of the termination of employment was increased, on a compound basis, by 6% on each May 1 occurring after the date of termination of employment and prior to the Normal Retirement Date, and (c) the Executive's ’s annual compensation was paid in twenty-six equal bi-weekly installments, and (d) the foregoing assumed facts applied in determining the benefits payable under the Retirement Plan. The Normal Supplemental Retirement Benefit, as so calculated, will generally be payable at the Normal Retirement Date, provided that, with the consent of the Board of Directors, an Actuarial Equivalent of such benefit may be paid (or commenced) to the Executive or former Executive at an earlier date. In the event that the Executive requests permission to commence receiving his Benefit before his Normal Retirement Date and the Board refuses to grant permission for such early commencement of payments, the Executive may request the Board to reconsider its decision. If the Board has not agreed to permit such early payment by a date which is 15 days after the request for reconsideration is made, the Executive shall have the right to receive upon written application to the Bank the Actuarial Equivalent of such Normal Supplemental Retirement Benefit, less a penalty of 7%. 2.3.2 2.3.1. Upon a Change in Control, the Bank shall, as soon as possible, but in no event later than 30 days following the Change in Control, make an irrevocable contribution to the Trust in an amount that is sufficient, as determined by an actuary appointed by the Trustee, to pay the Executive or his Beneficiary the full benefits to which he or she would be entitled pursuant to the terms of this Agreement as of the date on which the Change in Control occurred occurred, assuming that (x) the Accrued Percentage was 100%, (y) a Terminating Event had occurred with respect to the Executive as of the date of the Change in Control, and (z) the Board had agreed to pay such benefits to the Executive or his Beneficiary, on an Actuarial Equivalent basis, as of the date of the Change in Control. Within the same time period following a Change in Control, the Bank shall make a further irrevocable contribution to the Trust in an amount sufficient to pay for the Trustee's ’s fees and for actuarial, accounting, legal and other professional or administrative services necessary to implement the terms of this Agreement following a Change in Control. Such amount shall be determined by the Trustee's ’s estimate of its fees (as provided in the Trust Agreement) and by estimates obtained by the Trustee from the independent actuaries, accountants, lawyers and other appropriate professional and administrative personnel who provided such services to the Trust or the Bank immediately before the Change in Control. 2.3.3 2.3.2. If the Executive would be entitled to receive payment of a benefit under this Section 2.3 and under Section 2.2, the provisions of Section 2.2 shall not apply and this Section 2.3 shall be controlling.

Benefits Upon Change in Control. 2.3.1 (a) If within three two years following a Change in Control of the Bank a Terminating Event occurs with respect to the Executive, the Executive will be entitled to receive his Normal Supplemental Retirement BEP Benefit, calculated as if the following had occurred: (a) the Executive continued his employment with the Bank until the Normal Retirement Date, (b) the annual rate of his base compensation with the Bank in effect at the time of the termination of employment was increased, on a compound basis, by 64% on each May January 1 occurring after the date of termination of employment and prior to the Normal Retirement Date, (c) the Executive's annual compensation was paid in twenty-six equal bi-weekly installments, and (d) the foregoing assumed facts applied in determining the benefits payable under the Retirement Pension Plan. The Normal Supplemental Retirement BEP Benefit, as so calculated, will generally be payable at the Normal Retirement Date, provided that, with the consent of the Board of Directors, an Actuarial Equivalent of such benefit may be paid (or commenced) to the Executive or former Executive at an earlier date. In the event that the Executive requests permission to commence receiving his Benefit before his Normal Retirement Date and the Board refuses to grant permission for such early commencement of payments, the Executive may request the Board to reconsider its decision. If the Board has not agreed to permit such early payment by a date which is 15 days after the request for reconsideration is made, the Executive shall have the right to receive upon written application to the Bank the Actuarial Equivalent of such Normal Supplemental Retirement BEP Benefit, less a penalty of 7%. 2.3.2 (b) Upon a Change in Control, the Bank shall, as soon as possible, but in no event later than 30 days following the Change in Control, make an irrevocable contribution to the Trust in an amount that is sufficient, as determined by an actuary appointed by the Trustee, to pay the Executive or his Beneficiary the full benefits to which he or she would be entitled pursuant to the terms of this Agreement as of the date on which the Change in Control occurred assuming that (x) the Accrued Percentage was 100%, (y) a Terminating Event had occurred with respect to the Executive as of the date of the Change in Control, and (zy) the Board had agreed to pay such benefits to the Executive or his Beneficiary, on an Actuarial Equivalent basis, as of the date of the Change in Control. Within the same time period following a Change in Control, the Bank shall make a further irrevocable contribution to the Trust in an amount sufficient to pay for the Trustee's fees and for actuarial, accounting, legal and other professional or administrative services necessary to implement the terms of this Agreement following a Change in Control. Such amount shall be determined by the Trustee's estimate of its fees (as provided in the Trust Agreement) and by estimates obtained by the Trustee from the independent actuaries, accountants, lawyers and other appropriate professional and administrative personnel who provided such services to the Trust or the Bank immediately before the Change in Control. 2.3.3 (c) If the Executive would be entitled to receive payment of a benefit under this Section 2.3 and under Section 2.2, the provisions of Section 2.2 shall not apply and this Section 2.3 shall be controlling.

Benefits Upon Change in Control. 2.3.1 If within three years following In the event a Change in Control CHANGE IN CONTROL shall have occurred while Executive is an employee of the Bank a Terminating Event occurs with respect to the ExecutiveCOMPANY, the Executive will be entitled to receive his Normal Supplemental Retirement Benefit, calculated as if the following had occurred: COMPANY shall: (a) Pay to Executive, as severance pay in a lump sum on the Executive continued his employment with fifth (5th) day following the Bank until DATE OF TERMINATION, the Normal Retirement Date, following amounts: (bi) Executive's BASE SALARY through the annual DATE OF TERMINATION at the rate of his base compensation with the Bank in effect at the time of the termination of employment was increasedNOTICE OF TERMINATION is given, on a compound basis, by 6% on each May 1 occurring after the date of termination of employment and prior an amount equal to the Normal Retirement Datesum of any bonus or other awards made to Executive, if any, which has not yet been paid to Executive. (cii) In lieu of any further BASE SALARY payments to Executive during the Term subsequent to the DATE OF TERMINATION, an amount equal to the TERMINATION PAYMENT. (b) Executive's annual rights to vesting of deferred compensation was paid in twenty-six equal bi-weekly installments, and (d) the foregoing assumed facts applied in determining the benefits payable under the Retirement Plan. The Normal Supplemental Retirement Benefit, as so calculated, will generally be payable at the Normal Retirement Date, provided that, with the consent of the Board of Directors, an Actuarial Equivalent of such benefit may be paid (or commenced) to the Executive or former Executive at an earlier date. In the event that the Executive requests permission to commence receiving his Benefit before his Normal Retirement Date and the Board refuses to grant permission for such early commencement of payments, the Executive may request the Board to reconsider its decision. If the Board has not agreed to permit such early payment by a date which is 15 days after the request for reconsideration is made, the Executive shall have the right to receive upon written application to the Bank the Actuarial Equivalent of such Normal Supplemental Retirement Benefit, less a penalty of 7%. 2.3.2 Upon a Change in Control, the Bank shall, as soon as possible, but in no event later than 30 days following the Change in Control, make an irrevocable contribution to the Trust in an amount that is sufficient, as determined by an actuary appointed by the Trustee, to pay the Executive or his Beneficiary the full benefits to which he or she would be entitled pursuant to the terms of this Agreement as of the date on which the Change in Control occurred assuming that (x) the Accrued Percentage was 100%, (y) a Terminating Event had occurred with respect to the Executive as of the date of the Change in Control, and (z) the Board had agreed to pay such benefits to the Executive or his Beneficiary, on an Actuarial Equivalent basis, as of the date of the Change in Control. Within the same time period following a Change in Control, the Bank shall make a further irrevocable contribution to the Trust in an amount sufficient to pay for the Trustee's fees and for actuarial, accounting, legal and other professional or administrative services necessary to implement the terms of this Agreement following a Change in Control. Such amount SUPPLEMENTAL RETIREMENT PLAN shall be determined by the Trusteeterms and conditions of such plan, but with the determination of whether a CHANGE IN CONTROL has occurred for purposes of that plan being made under the definition of CHANGE IN CONTROL under Section 7(h) of this Agreement. (c) The COMPANY shall maintain in full force and effect, for the continued benefit of Executive and Executive's estimate of its fees (as provided in the Trust Agreement) dependents, beneficiaries and by estimates obtained by the Trustee from the independent actuariesestate, accountants, lawyers and other appropriate professional and administrative personnel who provided such services to the Trust extent applicable, all life and accident plans, programs or arrangements in which Executive was entitled to participate immediately prior to the DATE OF TERMINATION, provided that continued participation by Executive is possible under the general terms and provisions of such plans, programs or arrangements, until the earliest of the third anniversary of the DATE OF TERMINATION, the date Executive is eligible to participate in similar plans, programs or arrangements provided by any subsequent employer, or the Bank immediately before date Executive attains age 65 (the Change in Control. 2.3.3 If the Executive would be entitled to receive payment earliest of a benefit under this Section 2.3 and under Section 2.2, the provisions of Section shall not apply and this Section 2.3 shall be controlling.these three dates is