Common use of BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL Clause in Contracts

BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. In the event of Executive’s involuntary termination of employment by the Bank for reasons other than Termination for Cause, or a voluntary termination of employment by Executive for Good Reason occurring on or after a Change in Control, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, a cash lump sum payment equal to two (2) times Executive’s highest rate of Base Salary paid to Executive during the current calendar year of Executive’s date of termination or either of the two (2) calendar years immediately preceding Executive’s date of termination. Such payment shall be payable within thirty (30) days following Executive’s date of termination, and will be subject to applicable withholding taxes. In addition, the Bank will continue to provide to Executive with life insurance coverage and non-taxable medical and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to Executive’s termination under the same cost-sharing arrangements that apply for active employees of the Bank as of Executive’s date of termination. Such continued coverage shall cease upon the earlier of: (i) the date which is two (2) years from Executive’s date of termination or (ii) the date on which Executive becomes a full-time employee of another employer, provided Executive is entitled to the benefits that are substantially similar to the health and welfare benefits provided by the Bank. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within thirty (30) days after the later of Executive’s date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.

BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. In the event of Executive’s involuntary termination of employment by the Bank for reasons other than Termination for Cause, or a voluntary termination of employment by Executive for Good Reason occurring on or after a Change in Control, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, a cash lump sum payment equal to two (2) times Executive’s the sum of his (i) highest rate of Base Salary Salary, and (ii) the highest annual bonus paid to to, or earned by, Executive during the current calendar year of Executive’s date of termination or either of the two (2) calendar years immediately preceding Executive’s date of termination. Such payment shall be payable within thirty (30) days following Executive’s date of termination, and will be subject to applicable withholding taxes. In addition, the Bank will continue to provide to Executive with life insurance coverage and non-taxable medical and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to Executive’s his termination under the same cost-sharing arrangements that apply for active employees of the Bank as of Executive’s date of termination. Such continued coverage shall cease upon the earlier of: (i) the date which is two (2) years from Executive’s date of termination or (ii) the date on which Executive becomes a full-time employee of another employer, provided Executive is entitled to the benefits that are substantially similar to the health and welfare benefits provided by the Bank. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within thirty (30) days after the later of Executive’s date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.

BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. (a) In the event of the Executive’s involuntary termination of employment by the Bank Company for reasons other than Termination termination for Cause, or a voluntary termination of employment by the Executive that constitutes a Termination for Good Reason occurring on or after a Change in Control, the Bank Company shall pay the Executive, or in the event of the Executive’s subsequent death, the Executive’s beneficiary or estate, as the case may be, as severance pay, a cash lump sum payment equal to two (2) times Executive’s the sum of (i) the highest rate of Base Salary paid to the Executive during the current calendar year of the Executive’s date of termination or either of the two (2) calendar years immediately preceding the Executive’s date of termination and (ii) the average cash incentive compensation received during the calendar year of the Executive’s date of termination and the two (2) calendar years immediately preceding the Executive’s date of termination. Such payment shall be payable within thirty (30) days following the Executive’s date of termination, and will be subject to applicable withholding taxes. . (b) In additionthe event of the Executive’s termination of employment for reasons that would entitle the Executive to a severance payment under Section 3(a) hereof, the Bank Executive and his family will continue be entitled to provide to Executive with life insurance coverage and non-taxable elect continuing medical and dental insurance coverage substantially comparable under Internal Revenue Code (“Code”) Section 4980B (“COBRA”) and on substantially the same terms and conditions) Company shall pay the cost of the Executive’s (and, to the coverage maintained by extent eligible under the Bank for Executive immediately prior to terms of the applicable plans, the Executive’s termination under family members’) continuing medical and dental coverage, as in effect on the same cost-sharing arrangements that apply for active employees of the Bank as of Executive’s date of termination. Such continued coverage shall cease upon the earlier of: , and as amended from time to time thereafter, for a period of eighteen (i18) the date which is two (2) years from Executive’s months following such date of termination or (ii) the date on which Executive becomes a full-time employee of another employer“COBRA Period”), provided Executive is entitled to the benefits extent that are substantially similar the Executive and his family members elect COBRA continuation coverage for such period. In the event that paying the cost of such coverage on a non-taxable basis would result in penalties or excise taxes to the health and welfare benefits provided by the Bank. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits Company or the payment of Company is unable to provide such benefits in the manner contemplated, or it would subject the Bank to penaltiescoverage on a non-taxable basis, then the Bank cost of such COBRA coverage that is funded by the Company shall be includable in the taxable income of the Executive. In addition, whether or not the Executive elects COBRA coverage, following any termination of employment under this Section 3, the Company will pay Executive to the Executive, in a cash single lump sum payment reasonably estimated to be cash distribution, an amount equal to the value of such benefits or the value sum of the remaining benefits at estimated costs of medical and dental coverage for the time Executive and his eligible family members determined immediately prior to the termination of such determinationhis employment, based on the coverage and cost levels in effect for the Executive and his family on his date of termination, for a period six (6) months. Such cash payment shall be made in a lump sum payable within thirty (30) days after following the later of Executive’s date of termination termination, and will be subject to applicable withholding taxes. (c) Notwithstanding any provision in this Agreement to the contrary, to the extent payments and benefits, as provided for under this Agreement, are paid or received by Executive under an employment agreement in effect between Executive and the effective date of Bank, the rules or regulations prohibiting such payments and benefits or subjecting paid by the Bank will be subtracted from any amount or benefit due simultaneously to penaltiesExecutive under similar provisions of this Agreement.

BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. In the event of Executive’s involuntary termination of employment by the Bank for reasons other than Termination for Cause, or a voluntary termination of employment by Executive for Good Reason occurring on or after a Change in Control, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, a cash lump sum payment equal to two (2) times the Executive’s highest rate of Base Salary paid to Executive during the current calendar year of Executive’s date of termination or either of the two (2) calendar years immediately preceding Executive’s date of termination. “average annual compensation.” Such payment shall be payable within thirty ten (3010) business days following Executive’s date of termination, and will be subject to applicable withholding taxes. For purposes of this Section 3, “average annual compensation” shall be defined as the average of the Executive’s three preceding years’ annual base salary, bonus and any other cash compensation paid to Executive or accrued by the Bank on behalf of the Executive, during such years, plus the amount of any benefits received or earned pursuant to any employee benefit plans on behalf of the Executive maintained by the Bank during such years, excluding any benefits pursuant to any life insurance or non-taxable medical and dental coverage maintained by the Bank for the Executive. In addition, the Bank will continue to provide to Executive with life insurance coverage and non-taxable medical and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to Executive’s date of termination under the same cost-sharing arrangements that apply for active employees of the Bank as of Executive’s date of termination. Such continued coverage shall cease upon the earlier of: (i) the date which is two (2) years from after the Executive’s date of termination or (ii) the date on which Executive becomes a full-time employee of another employer, provided Executive is entitled to the benefits that are substantially similar to the health and welfare benefits provided by the Banktermination. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within thirty ten (3010) business days after the later of Executive’s date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.

BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. (a) In the event of the Executive’s involuntary termination of employment by the Bank for reasons other than Termination termination for Cause, or a voluntary termination of employment by the Executive that constitutes a Termination for Good Reason occurring on or after a Change in ControlControl during the term, the Bank (or any successor) shall pay the Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, a cash lump sum payment equal to two (2) times Executive’s highest rate of Base Salary paid to Executive during the current calendar year sum of Executive’s date of termination (i) current Base Salary (or either Executive’s Base Salary in effect immediately prior to the Change in Control, if higher); and (ii) average annual cash incentive compensation awarded under the Rhinebeck Bank Short-Term Incentive and Retention Plan, which would include any percentage of the two award that is tax-deferred and payable pursuant to the Rhinebeck Bank Long-Term Incentive and Retention Plan (2or any other comparable cash incentive plan) calendar years for three most recent annual performance periods immediately preceding Executive’s date of terminationprior to the Change in Control. Such payment shall be payable within thirty (30) 30 days following the Executive’s date of termination. (b) In the event of the Executive’s termination of employment for reasons that would entitle the Executive to a severance payment under Section 3(a) hereof, Executive and Executive’s family will be entitled to elect continuing medical and dental coverage under Internal Revenue Code (“Code”) Section 4980B (“COBRA”) and the Bank shall pay the cost of the Executive’s (and, to the extent eligible under the terms of the applicable plans, the Executive’s family members’) continuing medical and dental coverage, as in effect on the Executive’s date of termination, and will be subject as amended from time to applicable withholding taxestime thereafter, for a period of eighteen (18) months following such date of termination (the “COBRA Period”), to the extent that Executive and Executive’s family members elect COBRA continuation coverage for such period. In addition, the Bank will continue to provide to Executive with life insurance event that paying the cost of such coverage and on a non-taxable medical and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) basis would result in penalties or excise taxes to the Bank or the Bank is unable to provide such coverage maintained on a non-taxable basis, then the cost of such COBRA coverage that is funded by the Bank for Executive immediately prior to Executive’s termination under shall be includable in the same cost-sharing arrangements that apply for active employees taxable income of the Bank as of Executive’s date of termination. Such continued coverage shall cease upon the earlier of: (i) the date which is two (2) years from Executive’s date of termination or (ii) the date on which Executive becomes a full-time employee of another employer, provided Executive is entitled to the benefits that are substantially similar to the health and welfare benefits provided by the Bank. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within thirty (30) days after the later of Executive’s date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.

BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. In the event of Executive’s involuntary termination of employment by the Bank for reasons other than Termination for Cause, or a voluntary termination of employment by Executive for Good Reason occurring on or after a Change in Control, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, a cash lump sum payment equal to two (2) times the sum of Executive’s ’s: (i) highest annual rate of Base Salary base salary, payable by the Bank, as of the date of the Change in Control; and (ii) highest annual cash bonus paid to to, or earned by, Executive during the current calendar year of Executive’s date of termination the Change in Control or either of the two (2) calendar years immediately preceding Executive’s date of terminationthe Change in Control. Such payment shall be payable within thirty (30) 10 business days following Executive’s date of termination, and will be subject to applicable withholding taxes. In addition, the Bank will continue to provide to Executive with life insurance coverage and non-taxable medical and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to Executive’s date of termination under the same cost-sharing arrangements that apply for active employees of the Bank as of Executive’s date of termination. Such continued coverage shall cease upon the earlier of: (i) the date which is two (2) years 18 months from Executive’s date of termination termination; or (ii) the date on which Executive becomes a full-time employee of another employer, provided Executive is entitled to the benefits that are substantially similar to the health and welfare benefits provided by the BankBank (or its successor). If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within thirty (30) 10 business days after the later of Executive’s date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.

BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. (a) In the event of the Executive’s involuntary termination of employment by the Bank for reasons other than Termination termination for Cause, or a voluntary termination of employment by the Executive that constitutes a Termination for Good Reason occurring on or after a Change in Control, the Bank shall pay the Executive, or in the event of the Executive’s subsequent death, the Executive’s beneficiary or estate, as the case may be, as severance pay, a cash lump sum payment equal to two one (21) times Executive’s the sum of (i) the highest rate of Base Salary paid to the Executive during the current calendar year of the Executive’s date of termination or either of the two (2) calendar years immediately preceding the Executive’s date of termination and (ii) the average cash incentive compensation received during the calendar year of the Executive’s date of termination and the two (2) calendar years immediately preceding the Executive’s date of termination. Such payment shall be payable within thirty (30) days following the Executive’s date of termination, and will be subject to applicable withholding taxes. . (b) In additionthe event of the Executive’s termination of employment for reasons that would entitle the Executive to a severance payment under Section 3(a) hereof, the Bank Executive and his family will continue be entitled to provide to Executive with life insurance coverage and non-taxable elect continuing medical and dental insurance coverage substantially comparable under Internal Revenue Code (“Code”) Section 4980B (“COBRA”) and on substantially the same terms and conditions) Bank shall pay the cost of the Executive’s (and, to the coverage maintained by extent eligible under the Bank for Executive immediately prior to terms of the applicable plans, the Executive’s termination under family members’) continuing medical and dental coverage, as in effect on the same cost-sharing arrangements that apply for active employees of the Bank as of Executive’s date of termination. Such continued coverage shall cease upon the earlier of: , and as amended from time to time thereafter, for a period of twelve (i12) the date which is two (2) years from Executive’s months following such date of termination or (ii) the date on which Executive becomes a full-time employee of another employer“COBRA Period”), provided Executive is entitled to the benefits extent that are substantially similar the Executive and his family members elect COBRA continuation coverage for such period. In the event that paying the cost of such coverage on a non-taxable basis would result in penalties or excise taxes to the health and welfare benefits provided by the Bank. If Bank or the Bank cannot is unable to provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penaltiescoverage on a non-taxable basis, then the cost of such COBRA coverage that is funded by the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to includable in the value of such benefits or the value taxable income of the remaining benefits at the time of such determinationExecutive. Such cash payment shall be made in a lump sum payable within thirty (30) days after following the later of Executive’s date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank termination, and will be subject to penaltiesapplicable withholding taxes.

BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. In the event of Executive’s 's involuntary termination of employment by the Bank for reasons other than Termination for Cause, or a voluntary termination of employment by Executive for Good Reason occurring on or after a Change in Control, the Bank shall pay Executive, or in the event of Executive’s 's subsequent death, Executive’s 's beneficiary or estate, as the case may be, as severance pay, a cash lump sum payment equal to two (2) times the sum of Executive’s 's: (i) highest annual rate of Base Salary base salary, payable by the Bank, as of the date of the Change in Control; and (ii) highest annual cash bonus paid to to, or earned by, Executive during the current calendar year of Executive’s date of termination the Change in Control or either of the two (2) calendar years immediately preceding Executive’s date of terminationthe Change in Control. Such payment shall be payable within thirty (30) 10 business days following Executive’s 's date of termination, and will be subject to applicable withholding taxes. In addition, the Bank will continue to provide to Executive with life insurance coverage and non-taxable medical and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to Executive’s 's date of termination under the same cost-sharing arrangements that apply for active employees of the Bank as of Executive’s 's date of termination. Such continued coverage shall cease upon the earlier of: (i) the date which is two (2) years 18 months from Executive’s 's date of termination termination; or (ii) the date on which Executive becomes a full-time employee of another employer, provided Executive is entitled to the benefits that are substantially similar to the health and welfare benefits provided by the BankBank (or its successor). If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within thirty (30) 10 business days after the later of Executive’s 's date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.

BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. (a) In the event of the Executive’s involuntary termination of employment by the Bank for reasons other than Termination termination for Cause, or a voluntary termination of employment by the Executive that constitutes a Termination for Good Reason occurring on or after a Change in ControlControl during the term, the Bank (or any successor) shall pay the Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, a cash lump sum payment equal to two (2) times Executive’s highest rate of Base Salary paid to Executive during the current calendar year sum of Executive’s date of termination (i) current Base Salary (or either Executive’s Base Salary in effect immediately prior to the Change in Control, if higher); and (ii) (ii) average annual cash incentive compensation awarded under the Rhinebeck Bank Short-Term Incentive and Retention Plan, which would include any percentage of the two award that is tax-deferred and payable pursuant to the Rhinebeck Bank Long-Term Incentive and Retention Plan (2or any other comparable cash incentive plan) calendar years for three most recent annual performance periods immediately preceding Executive’s date of terminationprior to the Change in Control. Such payment shall will be payable made in a lump sum within thirty (30) 30 days following Executive’s date of termination. (b) In the event of the Executive’s termination of employment for reasons that would entitle the Executive to a severance payment under Section 3(a) hereof, Executive and Executive’s family will be subject entitled to applicable withholding taxes. In addition, the Bank will continue to provide to Executive with life insurance coverage and non-taxable elect continuing medical and dental insurance coverage substantially comparable under Internal Revenue Code (“Code”) Section 4980B (“COBRA”) and on substantially the same terms and conditions) Bank shall pay the cost of the Executive’s (and, to the coverage maintained by extent eligible under the Bank for Executive immediately prior to terms of the applicable plans, the Executive’s termination under family members’) continuing medical and dental coverage, as in effect on the same cost-sharing arrangements that apply for active employees of the Bank as of Executive’s date of termination. Such continued coverage shall cease upon the earlier of: (i) the date which is two (2) years , and as amended from Executive’s time to time thereafter, for a period of 18 months following such date of termination or (ii) the date on which Executive becomes a full-time employee of another employer“COBRA Period”), provided Executive is entitled to the benefits extent that are substantially similar Executive and Executive’s family members elect COBRA continuation coverage for such period. In the event that paying the cost of such coverage on a non-taxable basis would result in penalties or excise taxes to the health and welfare benefits provided by the Bank. If Bank or the Bank cannot is unable to provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penaltiescoverage on a non-taxable basis, then the cost of such COBRA coverage that is funded by the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to includable in the value of such benefits or the value taxable income of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within thirty (30) days after the later of Executive’s date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.

BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. In the event of Executive’s involuntary termination of employment by the Bank for reasons other than Termination for Cause, or a voluntary termination of employment by Executive for Good Reason occurring on or after a Change in Control, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, a cash lump sum payment equal to two (2) times Executive’s the sum of her (i) highest rate of Base Salary Salary, and (ii) the highest annual bonus paid to to, or earned by, Executive during the current calendar year of Executive’s date of termination or either of the two (2) calendar years immediately preceding Executive’s date of termination. Such payment shall be payable within thirty (30) days following Executive’s date of termination, and will be subject to applicable withholding taxes. In addition, the Bank will continue to provide to Executive with life insurance coverage and non-taxable medical and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to Executive’s her termination under the same cost-sharing arrangements that apply for active employees of the Bank as of Executive’s date of termination. Such continued coverage shall cease upon the earlier of: (i) the date which is two (2) years from Executive’s date of termination or (ii) the date on which Executive becomes a full-time employee of another employer, provided Executive is entitled to the benefits that are substantially similar to the health and welfare benefits provided by the Bank. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within thirty (30) days after the later of Executive’s date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.