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 Officer’s employment by the Bank, or its successor, shall be terminated at the effective time or within two years after a Change in Control and during the term of this Agreement by (1) the Bank, or its successor, for other than Cause, or (2) Officer for Good Reason, then the Bank, or its successor, shall: (1) pay Officer, or in the event of Officer’s subsequent death, Officer’s beneficiary or beneficiaries or estate, as applicable, a cash severance amount equal to (i) twenty-four (24) months of the Officer’s base salary in effect as of the Date of Termination, or if higher, the base salary in effect immediately prior to the date of a Change in Control, (ii) two times the bonus earned by the Officer from the Bank in the fiscal year immediately preceding the year in which the termination occurs, or if higher, two times the bonus earned in the fiscal year immediately preceding the date of a Change in Control, less applicable withholding taxes, payable by lump sum within ten (10) business days of the Date of Termination, and (2) cause to be continued at no cost to Officer, non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for Officer prior to Officer’s termination for twenty-four (24) months. If the Bank cannot provide one or more of the benefits set forth in this Section 3(a)(2) because Officer 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 Officer 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 ten (10) days after the later of Officer’s Date of Termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties. (b) In no event shall the payments or benefits to be made or provided to Officer under Section 3 hereof (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Officer’s “base amount,” as determined in accordance with Section 280G of the Code. The reduction of the Termination Benefits provided by this Section 3 shall be applied to the cash severance benefits otherwise payable under Section 3(a) hereof.

BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. (a) If Officer’s employment by the Bank, or its successor, shall be terminated at the effective time or within two years after a Change in Control and during the term of this Agreement by (1) the Bank, or its successor, for other than Cause, or (2) Officer for Good Reason, then the Bank, or its successor, shall: (1) pay Officer, or in the event of Officer’s subsequent death, Officer’s beneficiary or beneficiaries or estate, as applicable, a cash severance amount equal to (i) twenty-four twelve (2412) months of the Officer’s base salary in effect as of the Date of Termination, or if higher, the base salary in effect immediately prior to the date of a Change in Control, (ii) two times the bonus earned by the Officer from the Bank in the fiscal year immediately preceding the year in which the termination occurs, or if higher, two times the bonus earned in the fiscal year immediately preceding the date of a Change in Control, less applicable withholding taxes, payable by lump sum within ten (10) business days of the Date of Termination, and (2) cause to be continued at no cost to Officer, non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for Officer prior to Officer’s termination for twenty-four twelve (2412) months. If the Bank cannot provide one or more of the benefits set forth in this Section 3(a)(2) because Officer 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 Officer 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 ten (10) days after the later of Officer’s Date of Termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties. (b) In no event shall the payments or benefits to be made or provided to Officer under Section 3 hereof (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Officer’s “base amount,” as determined in accordance with Section 280G of the Code. The reduction of the Termination Benefits provided by this Section 3 shall be applied to the cash severance benefits otherwise payable under Section 3(a) hereof.

BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. (a) If OfficerExecutive’s employment by the Bank, or its successor, shall be terminated at the effective time or within two years after a Change in Control and during the term of this Agreement by (1) the Bank, or its successor, for other than Cause, or (2) Officer Executive for Good Reason, then the Bank, or its successor, shall: (1) pay OfficerExecutive, or in the event of OfficerExecutive’s subsequent death, OfficerExecutive’s beneficiary or beneficiaries or estate, as applicable, a cash severance amount equal to (i) twenty-four (24) months of the OfficerExecutive’s base salary in effect as of the Date of Termination, or if higher, the base salary in effect immediately prior to the date of a Change in Control, and (ii) two times the bonus earned by the Officer Executive from the Bank in the fiscal year immediately preceding the year in which the termination occurs, or if higher, two times the bonus earned in the fiscal year immediately preceding the date of a Change in Control, less applicable withholding taxes, payable by lump sum within ten (10) business days of the Date of Termination, and (2) cause to be continued at no cost to OfficerExecutive, non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for Officer Executive prior to OfficerExecutive’s termination for twenty-four (24) months. If the Bank cannot provide one or more of the benefits set forth in this Section 3(a)(2) because Officer 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 Officer 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 ten (10) days after the later of OfficerExecutive’s Date of Termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties. (b) In no event shall the payments or benefits to be made or provided to Officer Executive under Section 3 hereof (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times OfficerExecutive’s “base amount,” as determined in accordance with Section 280G of the Code. The reduction of the Termination Benefits provided by this Section 3 shall be applied to the cash severance benefits otherwise payable under Section 3(a) hereof.

BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. (a) If Officer’s employment by the Bank, or its successor, shall be terminated at the effective time or within two years after a Change in Control and during the term of this Agreement by (1) the Bank, or its successor, for other than Cause, or (2) Officer for Good Reason, then the Bank, or its successor, shall: (1) pay Officer, or in the event of Officer’s subsequent death, Officer’s beneficiary or beneficiaries or estate, as applicable, a cash severance amount equal to (i) twenty-four (24) months of the Officer’s base salary in effect as of the Date of Termination, or if higher, the base salary in effect immediately prior to the date of a Change in Control, and (ii) two times the bonus earned by the Officer from the Bank in the fiscal year immediately preceding the year in which the termination occurs, or if higher, two times the bonus earned in the fiscal year immediately preceding the date of a Change in Control, less applicable withholding taxes, payable by lump sum within ten (10) business days of the Date of Termination, and (2) cause to be continued at no cost to Officer, non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for Officer prior to Officer’s termination for twenty-four (24) months. If the Bank cannot provide one or more of the benefits set forth in this Section 3(a)(2) because Officer 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 Officer 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 ten (10) days after the later of Officer’s Date of Termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties. (b) In no event shall the payments or benefits to be made or provided to Officer under Section 3 hereof (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Officer’s “base amount,” as determined in accordance with Section 280G of the Code. The reduction of the Termination Benefits provided by this Section 3 shall be applied to the cash severance benefits otherwise payable under Section 3(a) hereof.