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. (a) If, during the Term of this Agreement, the Executive’s employment by the Bank, or its successor, is terminated during the Term of this Agreement at or following a Change in Control (1) by the Bank, or its successor, for any reason other than a Termination for Cause or (2) by the Executive as a Termination for Good Reason, then the Bank, or its successor, shall pay the Executive, or in the event of the Executive’s death (subsequent to a Change in Control and termination of employment), the Executive’s beneficiary(ies), or the Executive’s estate, as the case may be, a lump sum cash severance payment, as liquidated damages, within ten (10) business days of the termination of the Executive’s employment, in an amount equal to two (2) times the Executive’s average Annual Compensation for the five (5) taxable years immediately preceding the year in which the Change in Control occurs. (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) of this Agreement, the Executive and the Executive’s dependents 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 dependents) continuing medical and dental coverage, as in effect on the Executive’s date of termination, and as amended from time to time thereafter, for a period of eighteen (18) months following the date of termination, to the extent that the Executive and the Executive’s dependents COBRA elect continuation coverage for that period. In the event that paying the cost of the coverage on a non-taxable basis would result in penalties or excise taxes to the Bank or the Bank is unable to provide the coverage on a non-taxable basis, then the cost of the COBRA coverage that is funded by the Bank shall be includable in the taxable income of the Executive.

BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. (a) If, during the Term of this Agreement, the Executive’s employment by the Bank, or its successor, is terminated during the Term of this Agreement at or following a Change in Control (1) by the Bank, or its successor, for any reason other than a Termination for Cause or (2) by the Executive as a Termination for Good Reason, then the Bank, or its successor, shall pay the Executive, or in the event of the Executive’s death (subsequent to a Change in Control and termination of employment), the Executive’s beneficiary(ies), or the Executive’s estate, as the case may be, a lump sum cash severance payment, as liquidated damages, within ten (10) business days of the termination of the Executive’s employment, in an amount equal to two three (23) times the Executive’s average Annual Compensation for the five (5) taxable years immediately preceding the year in which the Change in Control occurs. (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) of this Agreement, the Executive and the Executive’s dependents 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 dependents) continuing medical and dental coverage, as in effect on the Executive’s date of termination, and as amended from time to time thereafter, for a period of eighteen (18) months following the date of termination, to the extent that the Executive and the Executive’s dependents COBRA elect continuation coverage for that period. In the event that paying the cost of the coverage on a non-taxable basis would result in penalties or excise taxes to the Bank or the Bank is unable to provide the coverage on a non-taxable basis, then the cost of the COBRA coverage that is funded by the Bank shall be includable in the taxable income of the Executive.

BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. (a) If, during In the Term event of this Agreement, the Executive’s involuntary termination of employment by the BankCompany for reasons other than termination for Cause, or its successor, is terminated during the Term a voluntary termination of this Agreement at or following a Change in Control (1) by the Bank, or its successor, for any reason other than a Termination for Cause or (2) employment by the Executive as that constitutes a Termination for Good ReasonReason occurring on or after a Change in Control, then the Bank, or its successor, Company shall pay the Executive, or in the event of the Executive’s death (subsequent to a Change in Control and termination of employment)death, the Executive’s beneficiary(ies), beneficiary or the Executive’s estate, as the case may be, as severance pay, a cash lump sum cash severance payment, as liquidated damages, within ten payment equal to one (101) business days times the sum of: (i) the highest rate of Base Salary paid to the termination Executive during the current calendar year of the Executive’s employment, in an amount equal to date of termination or either of the two (2) times the Executive’s average Annual Compensation for the five (5) taxable calendar years immediately preceding the Executive’s date of termination and (ii) the average cash incentive compensation received during the calendar year in which of the Change in Control occursExecutive’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 the event of the Executive’s termination of employment for reasons that would entitle the Executive to a severance payment under Section 3(a) of this Agreementhereof, the Executive and the Executive’s dependents his family will be entitled to elect continuing medical and dental coverage under Internal Revenue Code (“Code”) Section 4980B (“COBRA”) and the Bank Company shall pay the cost of the Executive’s (and, to the extent eligible under the terms of the applicable plans, the Executive’s dependentsfamily members’) continuing medical and dental coverage, as in effect on the Executive’s date of termination, and as amended from time to time thereafter, for a period of eighteen twelve (1812) months following the such date of terminationtermination (the “COBRA Period”), to the extent that the Executive and the Executive’s dependents his family members elect COBRA elect continuation coverage for that such period. In the event that paying the cost of the such coverage on a non-taxable basis would result in penalties or excise taxes to the Bank Company or the Bank Company is unable to provide the such coverage on a non-taxable basis, then the cost of the such COBRA coverage that is funded by the Bank Company shall be includable in the taxable income of the Executive. Such payment shall be payable within thirty (30) days following the Executive’s date of 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 or change in control agreement in effect between Executive and the Bank, the payments and benefits paid by the Bank will be subtracted from any amount or benefit due simultaneously to Executive under similar provisions of this Agreement.

BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. (a) If, during In the Term event of this Agreement, the Executive’s involuntary termination of employment by the BankCompany for reasons other than termination for Cause, or its successor, is terminated during the Term a voluntary termination of this Agreement at or following a Change in Control (1) by the Bank, or its successor, for any reason other than a Termination for Cause or (2) employment by the Executive as that constitutes a Termination for Good ReasonReason occurring on or after a Change in Control, then the Bank, or its successor, Company shall pay the Executive, or in the event of the Executive’s death (subsequent to a Change in Control and termination of employment)death, the Executive’s beneficiary(ies), beneficiary or the Executive’s estate, as the case may be, as severance pay, a cash lump sum cash severance payment, as liquidated damages, within ten payment equal to one (101) business days times the sum of: (i) the highest rate of Base Salary paid to the termination Executive during the current calendar year of the Executive’s employment, in an amount equal to date of termination or either of the two (2) times the Executive’s average Annual Compensation for the five (5) taxable calendar years immediately preceding the Executive’s date of termination and (ii) the average cash incentive compensation received during the calendar year in which of the Change in Control occursExecutive’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 the event of the Executive’s termination of employment for reasons that would entitle the Executive to a severance payment under Section 3(a) of this Agreementhereof, the Executive and the Executive’s dependents his family will be entitled to elect continuing medical and dental coverage under Internal Revenue Code (“Code”) Section 4980B (“COBRA”) and the Bank Company shall pay the cost of the Executive’s (and, to the extent eligible under the terms of the applicable plans, the Executive’s dependentsfamily members’) continuing medical and dental coverage, as in effect on the Executive’s date of termination, and as amended from time to time thereafter, for a period of eighteen twelve (1812) months following the such date of terminationtermination (the “COBRA Period”), to the extent that the Executive and the Executive’s dependents his family members elect COBRA elect continuation coverage for that such period. In the event that paying the cost of the such coverage on a non-taxable basis would result in penalties or excise taxes to the Bank Company or the Bank Company is unable to provide the such coverage on a non-taxable basis, then the cost of the such COBRA coverage that is funded by the Bank Company shall be includable in the taxable income of the Executive. Such payment shall be payable within thirty (30) days following the Executive’s date of 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 Bank, the payments and benefits paid by the Bank will be subtracted from any amount or benefit due simultaneously to Executive under similar provisions of this Agreement.