Common use of Benefits Upon Termination Clause in Contracts

Benefits Upon Termination. If the Executive's employment by the Employers shall be terminated within twenty four (24) months subsequent to a Change in Control by (i) the Employers other than for Cause, Disability, Retirement or as a result of the Executive's death, or (ii) the Executive for Good Reason, then the Employers shall, subject to the provisions of Section 3 hereof, if applicable: (a) pay to the Executive, in a lump sum as of the Date of Termination, a cash amount equal to two (2) times the Executive's Annual Compensation; and (b) maintain and provide for a period ending at the earlier of (i) twenty-four (24) months after the Date of Termination or (ii) the date of the Executive's full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to the Executive, the Executive's continued participation in all group insurance, life insurance, health and accident, disability and other employee benefit plans, programs and arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination (other than retirement plans or stock compensation plans of the Employers), provided that in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (b) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If the provision of any of the benefits covered by this Section 3(b) would trigger the 20% tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, a cash amount equal to the cost to the Employers of providing the Excluded Benefits.

Benefits Upon Termination. If the Executive's employment by the Employers shall be terminated within twenty four (24) months subsequent to a Change in Control of the Corporation by (i) the Employers for other than for Cause, Disability, Retirement or as a result of the Executive's death, death or (ii) the Executive for Good Reason, then the Employers shall, subject to the provisions of Section 3 hereof, if applicable: (a) pay to the Executive, in either thirty-six (36) equal monthly installments beginning with the first business day of the month following the Date of Termination or in a lump sum as of the Date of TerminationTermination (at the Executive's election), a cash severance amount equal to two three (23) times the Executive's Annual Compensation; , and (b) maintain and provide for a period ending at the earlier of (i) twenty-four (24) months after the expiration of the remaining term of this Agreement as of the Date of Termination or (ii) the date of the Executive's full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (bB)), at no cost to the ExecutiveExecutive (except to the extent the Executive already bears all or a portion of the expense of such benefits prior to the Date of Termination), the Executive's continued participation in all group insurance, life insurance, health and accidentaccident insurance, disability insurance and other employee benefit plans, programs and arrangements offered by the Employers in which the Executive was entitled to participate immediately prior to the Date of Termination excluding (other than retirement plans or x) stock compensation option and restricted stock plans of the Employers, (y) bonuses and other items of cash compensation included in Annual Compensation, and (z) other benefits, or portions thereof, included in Annual Compensation), provided that in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (bB) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If the provision of any of the benefits covered by this Section 3(b) would trigger the 20% tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, a cash amount equal to the cost to the Employers of providing the Excluded Benefits.

Benefits Upon Termination. If the Executive's employment by the Employers shall be is terminated within twenty four (24) months subsequent to a Change in Control of the Company by (i) either of the Employers other than for Cause, Disability, Retirement or as a result of the Executive's death, death or (ii) by the Executive for Good Reasonany reason, then the Employers shall, subject to the provisions of Section 3 7 hereof, if applicable: (a) pay to the Executive, in a lump sum as twenty-four (24) equal monthly installments beginning with the first day of the month following the Date of Termination, a cash amount equal to two the product determined by multiplying (2i) times the Executive's Annual CompensationCompensation by (ii) the lesser of (A) the difference between the number 65 and the Executive's age in years and fractions thereof on the Date of Termination, and (B) the number 2.99; and (b) maintain and provide for a period ending at the earlier of (i) twenty-four three (243) months years after the Date of Termination or (ii) the date of the Executive's full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to the Executive, the Executive's continued participation in all group insurance, life insurance, health and accident, disability and other employee benefit plans, programs and arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination (other than the Employers' Pension Plan, Profit sharing Plan and any other retirement plans or stock compensation plans plan of the Employers), provided that in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (b) above is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If the provision of any of the benefits covered by this Section 3(b) would trigger the 20% tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, a cash amount equal to the cost to the Employers of providing the Excluded Benefits.

Benefits Upon Termination. If the Executive's ’s employment by the Employers shall be terminated within twenty four (24) months subsequent to a Change in Control by (i) the Employers for other than for Cause, Disability, Retirement or as a result of the Executive's ’s death, or (ii) the Executive for Good Reason, then the Employers shall, subject to the provisions of Section 3 hereof, if applicable: (a) pay to the Executive, in a lump sum as of within five business days following the Date of Termination, a cash severance amount equal to two (2) times the Executive's ’s Annual Compensation; and; (b) maintain and provide for a period ending at the earlier of (i) twenty-four (24) months after the expiration of the remaining term of this Agreement as of the Date of Termination or (ii) the date of the Executive's ’s full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to the Executive, the Executive's ’s continued participation in all group insurance, life insurance, health and accidentaccident insurance, and disability insurance offered by the Employers in which the Executive was participating immediately prior to the Date of Termination; provided that any insurance premiums payable by the Employers or any successors pursuant to this Section 2(b) shall be payable at such times and in such amounts (except that the Employers shall also pay any employee portion of the premiums) as if the Executive was still an employee of the Employers, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of insurance premiums required to be paid by the Employers in any taxable year shall not affect the amount of insurance premiums required to be paid by the Employers in any other taxable year; and provided further that if the Executive’s participation in any group insurance plan is barred, the Employers shall either arrange to provide the Executive with insurance benefits substantially similar to those which the Executive was entitled to receive under such group insurance plan or, if such coverage cannot be obtained, pay a lump sum cash equivalency amount within thirty (30) days following the Date of Termination based on the annualized rate of premiums being paid by the Employers as of the Date of Termination; and (c) pay to the Executive, in a lump sum within five business days following the Date of Termination, a cash amount equal to the projected cost to the Employers of providing benefits to the Executive for the expiration of the remaining term of this Agreement as of the Date Termination pursuant to any other employee benefit plans, programs and or arrangements offered by the Employers in which the Executive was entitled to participate immediately prior to the Date of Termination (other than retirement plans or excluding (y) stock compensation benefit plans of the EmployersEmployers and (z) cash incentive compensation included in Annual Compensation), provided that in with the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (b) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If the provision of any of the benefits covered by this Section 3(b) would trigger the 20% tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, a cash amount equal to the projected cost to the Employers to be based on the costs incurred for the calendar year immediately preceding the year in which the Date of providing the Excluded BenefitsTermination occurs and with any automobile-related costs to exclude any depreciation on Bank-owned automobiles.

Benefits Upon Termination. If the Executive's employment by the Employers shall be terminated within twenty four (24) months subsequent to a Change in Control of the Corporation by (i) the Employers for other than for Cause, Disability, Retirement or as a result of the Executive's death, death or (ii) the Executive for Good Reason, then the Employers shall, subject to the provisions of Section 3 hereof, if applicable: (a) pay to the Executive, in Executive a lump sum as cash amount within five business days of the Date of Termination, a cash severance amount equal to two one (21) times the Executive's Annual Compensation; and (b) maintain and provide for a period ending at the earlier of (i) twenty-four (24) months after the expiration of the remaining term of this Agreement as of the Date of Termination or (ii) the date of the Executive's full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to the Executive, the Executive's continued participation in all group insurance, life insurance, health and accidentaccident insurance, disability insurance and other employee benefit plans, programs and arrangements offered by the Employers in which the Executive was entitled to participate immediately prior to the Date of Termination (other than retirement plans or excluding (y) stock compensation option and restricted stock plans of the EmployersEmployers and (z) cash incentive compensation included in Annual Compensation), provided that in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (b) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If ; and provided further, that if the provision of any of the benefits covered by this Section 3(bor Section 3(d) would trigger the 20% excise tax and interest penalties under Section 409A of the Internal Revenue Code either due to (the nature of such benefit or the length of time it is being provided"Code"), then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, a cash amount equal to the cost to the Employers of providing the Excluded Benefits.

Benefits Upon Termination. If the Executive's ’s employment by the Employers shall be terminated within twenty four (24) months subsequent to a Change in Control of the Corporation by (i) the Employers for other than for Cause, Disability, Retirement or as a result of the Executive's death, ’s death or (ii) the Executive for Good Reason, then the Employers shall, subject to the provisions of Section 3 hereof, if applicable: (a) pay to the Executive, in either thirty-six (36) equal monthly installments beginning with the first business day of the month following the Date of Termination or in a lump sum as of the Date of TerminationTermination (at the Executive’s election), a cash severance amount equal to two three (23) times the Executive's ’s Annual Compensation; , and (b) maintain and provide for a period ending at the earlier of (i) twenty-four (24) months after the expiration of the remaining term of this Agreement as of the Date of Termination or (ii) the date of the Executive's ’s full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to the Executive, the Executive's ’s continued participation in all group insurance, life insurance, health and accidentaccident insurance, disability insurance and other employee benefit plans, programs and arrangements offered by the Employers in which the Executive was entitled to participate immediately prior to the Date of Termination (other than retirement plans or excluding (y) stock compensation option and restricted stock plans of the EmployersEmployers and (z) cash incentive compensation included in Annual Compensation), provided that in the event that the Executive's ’s participation in any plan, program or arrangement as provided in this subparagraph (b) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If the provision of any of the benefits covered by this Section 3(b) would trigger the 20% tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, a cash amount equal to the cost to the Employers of providing the Excluded Benefits.

Benefits Upon Termination. If the Executive's ’s employment by the Employers shall be terminated within twenty four (24) months subsequent to a Change in Control and during the term of this Agreement by (i) the Employers for other than for Cause, Disability, Retirement or as a result of the Executive's death, ’s death or (ii) the Executive for Good Reason, then the Employers shall, subject to the provisions of Section 3 hereof, if applicable: (a) pay to the Executive, Executive in a lump sum as of the Date of Termination, Termination a cash severance amount equal to two (2) times the Executive's ’s Annual Compensation; and (b) maintain and provide for a period ending at the earlier of (i) twenty-four (24) months after the expiration of the remaining term of this Agreement as of the Date of Termination or (ii) the date of the Executive's ’s full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to the Executive, the Executive's ’s continued participation in all group insurance, life insurance, health and accidentaccident insurance, disability insurance and other employee benefit plans, programs and arrangements offered by the Employers in which the Executive was entitled to participate immediately prior to the Date of Termination (other than retirement plans or excluding (w) the Employers’ Employee Stock Ownership Plan, (y) stock compensation option and restricted stock plans of the EmployersEmployers and (z) cash incentive compensation included in Annual Compensation), provided that in the event that the Executive's ’s participation in any plan, program or arrangement as provided in this subparagraph (b) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If substantially similar benefits cannot be provided to the Executive, then the Employers shall pay to the Executive a cash amount equal to the Executive’s cost of obtaining such benefits on his own, adjusted for any federal or state income taxes the Executive has to pay on the cash amount; provided further, however, that if the provision of any of the benefits covered by this Section 3(b) would trigger the 20% tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being providedCode, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "“Excluded Benefits"”), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, a cash amount equal to the cost to the Employers of providing the Excluded Benefits.

Benefits Upon Termination. If the Executive's employment by the Employers shall be terminated within twenty four (24) months subsequent to a Change in Control of the Corporation by (i) the Employers for other than for Cause, Disability, Retirement or as a result of the Executive's death, death or (ii) the Executive for Good Reason, then the Employers shall, subject to the provisions of Section 3 hereof, if applicable: (a) pay to the Executive, in either twelve (12) equal monthly installments beginning with the first business day of the month following the Date of Termination or in a lump sum as of the Date of TerminationTermination (at the Executive's election), a cash severance amount equal to two one (21) times the Executive's Annual Compensation; , and (b) maintain and provide for a period ending at the earlier of (i) twenty-four (24) months after one year from the Date of Termination or (ii) the date of the Executive's full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (bB)), at no cost to the ExecutiveExecutive (except to the extent the Executive already bears all or a portion of the expense of such benefits prior to the Date of Termination), the Executive's continued participation in all group insurance, life insurance, health and accidentaccident insurance, disability insurance and other employee benefit plans, programs and arrangements offered by the Employers in which the Executive was entitled to participate immediately prior to the Date of Termination excluding (other than retirement plans or x) stock compensation option and restricted stock plans of the Employers, (y) bonuses and other items of cash compensation included in Annual Compensation, and (z) other benefits, or portions thereof, included in Annual Compensation), provided that in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (bB) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If the provision of any of the benefits covered by this Section 3(b) would trigger the 20% tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, a cash amount equal to the cost to the Employers of providing the Excluded Benefits.

Benefits Upon Termination. If the Executive's employment by the Employers shall be is terminated within twenty four (24) months subsequent to a Change in Control of the Company by (i) either of the Employers other than for Cause, Disability, Retirement or as a result of the Executive's death, death or (ii) by the Executive for Good Reasonany reason, then the Employers shall, subject to the provisions of Section 3 7 hereof, if applicable: (a) pay to the Executive, in a lump sum as twenty-four (24) equal monthly installments beginning with the first day of the month following the Date of Termination, a cash amount equal to two the product determined by multiplying (2i) times the Executive's Annual CompensationCompensation by (ii) the lesser of (A) the difference between the number 65 and the Executive's age in years and fractions thereof on the Date of Termination, and (B) the number 2.99; and (b) maintain and provide for a period ending at the earlier of (i) twenty-four three (243) months years after the Date of Termination or (ii) the date of the Executive's full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to the Executive, the Executive's continued participation in all group insurance, life insurance, health and accident, disability and other employee benefit plans, programs and arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination (other than the Employers' Pension Plan, Profit sharing Plan and any other retirement plans or stock compensation plans plan of the Employers), provided that in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (b) above is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If the provision of any of the benefits covered by this Section 3(b) would trigger the 20% tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, a cash amount equal to the cost to the Employers of providing the Excluded Benefits.under

Benefits Upon Termination. If the Executive's employment by the Employers shall be terminated within twenty four (24) months subsequent to a Change in Control and during the term of this Agreement by (i) the Employers for other than for Cause, Disability, Retirement or as a result of the Executive's death, death or (ii) the Executive for Good Reason, then the Employers shall, subject to the provisions of Section 3 hereof, if applicable: (a) pay to the Executive, in either twenty-four (24) equal monthly installments beginning with the first business day of the month following the Date of Termination or in a lump sum as of the Date of TerminationTermination (at the Executive's election), a cash severance amount equal to two (2) times the Executive's Annual Compensation; , and (b) maintain and provide for a period ending at the earlier of (i) twenty-four (24) months after the expiration of the remaining term of this Agreement as of the Date of Termination or (ii) the date of the Executive's full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to the Executive, the Executive's continued participation in all group insurance, life insurance, health and accidentaccident insurance, disability insurance and other employee benefit plans, programs and arrangements offered by the Employers in which the Executive was entitled to participate immediately prior to the Date of Termination (other than retirement plans or excluding (w) the Employers' Employee Stock Ownership Plan, (y) stock compensation option and restricted stock plans of the EmployersEmployers and (z) cash incentive compensation included in Annual Compensation), provided that in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (b) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If the provision of any of the substantially similar benefits covered by this Section 3(b) would trigger the 20% tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall cannot be provided at all and to the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectivelyExecutive, the "Excluded Benefits"), and in lieu of the Excluded Benefits then the Employers shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, Executive a cash amount equal to the Executive's cost of obtaining such benefits on his own, adjusted for any federal or state income taxes the Executive has to pay on the Employers of providing the Excluded Benefitscash amount.

Benefits Upon Termination. If the Executive's employment by the Employers shall be is terminated within twenty four (24) months subsequent to a Change in Control of the Company by (i) either of the Employers other than for Cause, Disability, Retirement or as a result of the Executive's death, death or (ii) by the Executive for Good Reasonany reason, then the Employers shall, subject to the provisions of Section 3 7 hereof, if applicable: (a) pay to the Executive, in a lump sum as thirty-six (36) equal monthly installments beginning with the first day of the month following the Date of Termination, a cash amount equal to two the product determined by multiplying (2i) times the Executive's Annual CompensationCompensation by (ii) the lesser of (A) the difference between the number 65 and the Executive's age in years and fractions thereof on the Date of Termination, and (B) the number 2.99; and (b) maintain and provide for a period ending at the earlier of (i) twenty-four three (243) months years after the Date of Termination or (ii) the date of the Executive's full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to the Executive, the Executive's continued participation in all group insurance, life insurance, health and accident, disability and other employee benefit plans, programs and arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination (other than the Employers' Pension Plan, Profit sharing Plan and any other retirement plans or stock compensation plans plan of the Employers), provided that in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (b) above is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If the provision of any of the benefits covered by this Section 3(b) would trigger the 20% tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, a cash amount equal to the cost to the Employers of providing the Excluded Benefits.of

Benefits Upon Termination. If the Executive's ’s employment by the Employers shall be terminated within twenty four (24) months subsequent to a Change in Control and during the term of this Agreement by (i) the Employers for other than for Cause, Disability, Retirement or as a result of the Executive's death, ’s death or (ii) the Executive for Good Reason, then the Employers shall, subject to the provisions of Section 3 hereof, if applicable: (a) pay to the Executive, Executive in a lump sum as of the Date of Termination, Termination a cash severance amount equal to two three (23) times the Executive's ’s Annual Compensation; and (b) maintain and provide for a period ending at the earlier of (i) twenty-four (24) months after the expiration of the remaining term of this Agreement as of the Date of Termination or (ii) the date of the Executive's ’s full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to the Executive, the Executive's ’s continued participation in all group insurance, life insurance, health and accidentaccident insurance, disability insurance and other employee benefit plans, programs and arrangements offered by the Employers in which the Executive was entitled to participate immediately prior to the Date of Termination (other than retirement plans or excluding (w) the Employers’ Employee Stock Ownership Plan, (y) stock compensation option and restricted stock plans of the EmployersEmployers and (z) cash incentive compensation included in Annual Compensation), provided that in the event that the Executive's ’s participation in any plan, program or arrangement as provided in this subparagraph (b) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If substantially similar benefits cannot be provided to the Executive, then the Employers shall pay to the Executive a cash amount equal to the Executive’s cost of obtaining such benefits on his own, adjusted for any federal or state income taxes the Executive has to pay on the cash amount); provided further, however, that if the provision of any of the benefits covered by this Section 3(b) would trigger the 20% tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such the benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "“limited period of time" ” set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "“Excluded Benefits"”), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, a cash amount equal to the cost to the Employers of providing the Excluded Benefits.

Benefits Upon Termination. If the Executive's employment by the Employers shall be terminated within twenty four (24) months subsequent to a Change in Control and during the term of this Agreement by (i) the Employers for other than for Cause, Disability, Retirement or as a result of the Executive's death, death or (ii) the Executive for Good Reason, then the Employers shall, subject to the provisions of Section 3 hereof, if applicable: (a) pay to the Executive, in either thirty-six (36) equal monthly installments beginning with the first business day of the month following the Date of Termination or in a lump sum as of the Date of TerminationTermination (at the Executive's election), a cash severance amount equal to two three (23) times the Executive's Annual Compensation; , and (b) maintain and provide for a period ending at the earlier of (i) twenty-four (24) months after the expiration of the remaining term of this Agreement as of the Date of Termination or (ii) the date of the Executive's full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to the Executive, the Executive's continued participation in all group insurance, life insurance, health and accidentaccident insurance, disability insurance and other employee benefit plans, programs and arrangements offered by the Employers in which the Executive was entitled to participate immediately prior to the Date of Termination (other than retirement plans or excluding (w) the Employers' Employee Stock Ownership Plan, (y) stock compensation option and restricted stock plans of the EmployersEmployers and (z) cash incentive compensation included in Annual Compensation), provided that in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (b) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If the provision of any of the substantially similar benefits covered by this Section 3(b) would trigger the 20% tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall cannot be provided at all and to the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectivelyExecutive, the "Excluded Benefits"), and in lieu of the Excluded Benefits then the Employers shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, Executive a cash amount equal to the Executive's cost of obtaining such benefits on his own, adjusted for any federal or state income taxes the Executive has to pay on the Employers of providing the Excluded Benefitscash amount.

Benefits Upon Termination. If the Executive's employment by the Employers shall be terminated within twenty four (24) months subsequent to a Change in Control of the Corporation by (i) the Employers for other than for Cause, Disability, Retirement or as a result of the Executive's death, death or (ii) the Executive for Good Reason, then the Employers shall, subject to the provisions of Section 3 hereof, if applicable: (a) pay to the Executive, in either thirty-six (36) equal monthly installments beginning with the first business day of the month following the Date of Termination or in a lump sum as of the Date of TerminationTermination (at the Executive's election), a cash severance amount equal to two three (23) times the Executive's Annual Compensation; , and (b) maintain and provide for a period ending at the earlier of (i) twenty-four (24) months after the expiration of the remaining term of this Agreement as of the Date of Termination or (ii) the date of the Executive's full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (bB)), at no cost to the ExecutiveExecutive (except to the extent the Executive already bears or portion of the expense of such benefits prior to the Date of Termination), the Executive's continued participation in all group insurance, life insurance, health and accidentaccident insurance, disability insurance and other employee benefit plans, programs and arrangements offered by the Employers in which the Executive was entitled to participate immediately prior to the Date of Termination excluding (other than retirement plans or x) stock compensation option and restricted stock plans of the Employers, (y) bonuses and other items of cash compensation included in Annual Compensation, and (z) other benefits, or portions thereof, included in Annual Compensation), provided that in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (bB) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If the provision of any of the benefits covered by this Section 3(b) would trigger the 20% tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, a cash amount equal to the cost to the Employers of providing the Excluded Benefits.

Benefits Upon Termination. If the Executive's employment by the Employers shall be is terminated within twenty four (24) months subsequent to a Change in Control of the Company by (i) either of the Employers other than for Cause, Disability, Retirement or as a result of the Executive's death, death or (ii) by the Executive for Good Reasonany reason, then the Employers shall, subject to the provisions of Section 3 7 hereof, if applicable: (a) pay to the Executive, in a lump sum as thirty-six (36) equal monthly installments beginning with the first day of the month following the Date of Termination, a cash amount equal to two the product determined by multiplying (2i) times the Executive's Annual CompensationCompensation by (ii) the lesser of (A) the difference between the number 65 and the Executive's age in years and fractions thereof on the Date of Termination, and (B) the number 2.99; and (b) maintain and provide for a period ending at the earlier of (i) twenty-four three (243) months years after the Date of Termination or (ii) the date of the Executive's full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to the Executive, the Executive's continued participation in all group insurance, life insurance, health and accident, disability and other employee benefit plans, programs and arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination (other than the Employers' Pension Plan, Profit sharing Plan and any other retirement plans or stock compensation plans plan of the Employers), provided that in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (b) above is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If the provision of any of the benefits covered by this Section 3(b) would trigger the 20% tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, a cash amount equal to the cost to the Employers of providing the Excluded Benefits.

Benefits Upon Termination. If the Executive's ’s employment by the Employers Employer shall be terminated within twenty four (24) months subsequent to a Change in Control by (i) the Employers Employer for other than for Cause, Disability, Retirement or as a result of the Executive's ’s death, or (ii) the Executive for Good Reason, then the Employers Employer shall, subject to the provisions of Section 3 hereof, if applicable: (a) pay to the Executive, in a lump sum as of within five business days following the Date of Termination, a cash severance amount equal to two (2) times the Executive's ’s Annual Compensation; and; (b) maintain and provide for a period ending at the earlier of (i) twenty-four (24) months after the expiration of the remaining term of this Agreement as of the Date of Termination or (ii) the date of the Executive's ’s full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to the Executive, the Executive's ’s continued participation in all group insurance, life insurance, health and accidentaccident insurance, and disability insurance offered by the Employer in which the Executive was participating immediately prior to the Date of Termination; provided that any insurance premiums payable by the Employer or any successors pursuant to this Section 2(b) shall be payable at such times and in such amounts (except that the Employer shall also pay any employee portion of the premiums) as if the Executive was still an employee of the Employer, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of insurance premiums required to be paid by the Employer in any taxable year shall not affect the amount of insurance premiums required to be paid by the Employer in any other taxable year; and provided further that if the Executive’s participation in any group insurance plan is barred, the Employer shall either arrange to provide the Executive with insurance benefits substantially similar to those which the Executive was entitled to receive under such group insurance plan or, if such coverage cannot be obtained, pay a lump sum cash equivalency amount within thirty (30) days following the Date of Termination based on the annualized rate of premiums being paid by the Employer as of the Date of Termination; and (c) pay to the Executive, in a lump sum within five business days following the Date of Termination, a cash amount equal to the projected cost to the Employer of providing benefits to the Executive for the expiration of the remaining term of this Agreement as of the Date Termination pursuant to any other employee benefit plans, programs and or arrangements offered by the Employer in which the Executive was entitled to participate immediately prior to the Date of Termination (other than retirement plans or excluding (y) stock compensation benefit plans of the EmployersEmployer and (z) cash incentive compensation included in Annual Compensation), provided that with the projected cost to the Employer to be based on the costs incurred for the calendar year immediately preceding the year in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (b) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If the provision of Termination occurs and with any of the benefits covered by this Section 3(b) would trigger the 20% tax and interest penalties under Section 409A of the Code either due automobile-related costs to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, a cash amount equal to the cost to the Employers of providing the Excluded Benefitsexclude any depreciation on Bank-owned automobiles.

Benefits Upon Termination. If the Executive's ’s employment by the Employers shall be terminated within twenty four the two (242) months year period subsequent to a Change in Control of the Corporation by (i) the Employers Bank for other than for Cause, Disability, Retirement or as a result of the Executive's death, or ’s death (ii) the Executive for Good ReasonReason or (iii) the Executive for any reason within the first sixty (60) days following the one year anniversary of the Change in Control of the Corporation, then the Employers Bank shall, subject to the provisions of Section 3 hereof, if applicable: (a) pay to the Executive, in a lump sum as twenty-four (24) equal monthly installments beginning with the first business day of the month following the Date of Termination, a cash severance amount equal to two (2) times the Executive's ’s Annual Compensation; and (b) maintain and provide for a period ending at the earlier of (i) twenty-four twelve (2412) months after from the Date of Termination or (ii) the date of the Executive's ’s full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to the Executive, the Executive's ’s continued participation in all group insurance, life insurance, health and accidentaccident insurance, disability insurance and other employee benefit plans, programs and arrangements offered by the Employers in which the Executive was entitled to participate immediately prior to the Date of Termination (other than retirement excluding (x) any additional contributions under any of the Bank’s or the Corporation’s qualified defined contribution or defined benefit plans, (y) stock option plans or restricted stock compensation plans of the EmployersCorporation and (z) cash incentive compensation included in Annual Compensation), provided that in the event that the Executive's ’s participation in any plan, program or arrangement as provided in this subparagraph (b) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with either (A) benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If Termination or (A) a cash payment equal to the then current monthly cost of benefits multiplied by the number of whole months remaining in the period during which benefits are required to be provided under the terms of this subparagraph (b); provided further, however, that if the provision of any of the benefits covered by this Section 3(b2(b) would trigger the 20% tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being providedCode, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "“Excluded Benefits"”), and in lieu of the Excluded Benefits the Employers Bank shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 10 business days after such determination should it occur after termination of employmentdetermination, a cash amount equal to the cost to the Employers Bank (or its successor) of providing the Excluded Benefits.

Benefits Upon Termination. If the Executive's employment by the Employers shall be terminated within twenty four (24) months subsequent to a Change in Control of the Corporation by (i) the Employers for other than for Cause, Disability, Retirement or as a result of the Executive's death, (ii) the Executive for any reason pursuant to a Notice of Termination dated and delivered within the first 60 days following the one-year anniversary of the Change in Control of the Corporation, or (iiiii) the Executive for Good Reason, then the Employers shall, subject to the provisions of Section 3 hereof, if applicable: (a) pay to the Executive, in a lump sum as within five business days of the Date of Termination, a cash severance amount equal to two (2) times the Executive's Annual Compensation; , and (b) maintain and provide for a period ending at the earlier of (i) twenty-four (24) months after the expiration of the remaining term of this Agreement as of the Date of Termination or (ii) the date of the Executive's full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (bB)), at no cost to the Executive, the Executive's continued participation in all group insurance, life insurance, health and accidentaccident insurance, disability insurance and other employee benefit plans, programs and arrangements offered by the Employers in which the Executive was entitled to participate immediately prior to the Date of Termination (other than retirement plans or excluding (y) stock compensation benefit plans of the EmployersEmployers and (z) cash incentive compensation included in Annual Compensation), provided that in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (bB) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If ; and provided further, that if the provision of any of the benefits covered by this Section 3(b2(b) would trigger the 20% excise tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such the benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 ten business days following termination of employment or within 30 ten business days after such determination should it occur after termination of employment, a cash amount equal to the cost to the Employers of providing the Excluded Benefits.

Benefits Upon Termination. If the Executive's employment by the Employers shall be terminated within twenty four the two (242) months year period subsequent to a Change in Control of the Corporation by (i) the Employers Bank for other than for Cause, Disability, Retirement or as a result of the Executive's death, or death (ii) the Executive for Good ReasonReason or (iii) the Executive for any reason within the first sixty (60) days following the one year anniversary of the Change in Control of the Corporation, then the Employers Bank shall, subject to the provisions of Section 3 hereof, if applicable: (a) pay to the Executive, in either twenty-four (24) equal monthly installments beginning with the first business day of the month following the Date of Termination or in a lump sum as within five (5) days of the Date of TerminationTermination (at the Executive's election), a cash severance amount equal to two (2) times the Executive's Annual Compensation; and (b) maintain and provide for a period ending at the earlier of (i) twenty-four twelve (2412) months after from the Date of Termination or (ii) the date of the Executive's full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to the Executive, the Executive's continued participation in all group insurance, life insurance, health and accidentaccident insurance, disability insurance and other employee benefit plans, programs and arrangements offered by the Employers in which the Executive was entitled to participate immediately prior to the Date of Termination (other than retirement excluding (x) any additional contributions under ay of the Bank's or the Corporation's qualified defined contribution or defined benefit plans, (y) stock option plans or restricted stock compensation plans of the EmployersCorporation and (z) cash incentive compensation included in Annual Compensation), provided that in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (b) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with either (A) benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If the provision of any of the benefits covered by this Section 3(bTermination or (B) would trigger the 20% tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, a cash amount payment equal to the then current monthly cost of benefits multiplied by the number of whole months remaining in the period curing which benefits are required to be provided under the Employers terms of providing the Excluded Benefitsthis subparagraph (b).

Benefits Upon Termination. If the Executive's employment by the Employers shall be terminated within twenty four (24) months subsequent to a Change in Control of the Corporation by (i) the Employers for other than for Cause, Disability, Retirement or as a result of the Executive's death, (ii) the Executive for any reason pursuant to a Notice of Termination dated and delivered within the first 60 days following the one-year anniversary of the Change in Control of the Corporation, or (iiiii) the Executive for Good Reason, then the Employers shall, subject to the provisions of Section 3 hereof, if applicable: (a) pay to the Executive, in a lump sum as within five business days of the Date of Termination, a cash severance amount equal to two (2) times the Executive's Annual Compensation; , and (b) maintain and provide for a period ending at the earlier of (i) twenty-four (24) months after the expiration of the remaining term of this Agreement as of the Date of Termination or (ii) the date of the Executive's full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to the Executive, the Executive's continued participation in all group insurance, life insurance, health and accidentaccident insurance, disability insurance and other employee benefit plans, programs and arrangements offered by the Employers in which the Executive was entitled to participate immediately prior to the Date of Termination (other than retirement plans or excluding (y) stock compensation benefit plans of the EmployersEmployers and (z) cash incentive compensation included in Annual Compensation), provided that in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (b) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If ; and provided further, that if the provision of any of the benefits covered by this Section 3(b2(b) would trigger the 20% excise tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such the benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 ten business days following termination of employment or within 30 ten business days after such determination should it occur after termination of employment, a cash amount equal to the cost to the Employers of providing the Excluded Benefits.

Benefits Upon Termination. If the Executive's employment by the Employers Employer shall be terminated within twenty four (24) months subsequent to a Change in Control of the Corporation by (i) the Employers Employer for other than for Cause, Disability, Retirement or as a result of the Executive's death, (ii) the Executive for any reason pursuant to a Notice of Termination dated and delivered within the first 60 days following the one-year anniversary of the Change in Control of the Corporation, or (iiiii) the Executive for Good Reason, then the Employers Employer shall, subject to the provisions of Section 3 hereof, if applicable: (a) pay to the Executive, in a lump sum as within five business days of the Date of Termination, a cash severance amount equal to two (2) times the Executive's Annual Compensation; , and (b) maintain and provide for a period ending at the earlier of (i) twenty-four (24) months after the expiration of the remaining term of this Agreement as of the Date of Termination or (ii) the date of the Executive's full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to the Executive, the Executive's continued participation in all group insurance, life insurance, health and accidentaccident insurance, disability insurance and other employee benefit plans, programs and arrangements offered by the Employer in which the Executive was entitled to participate immediately prior to the Date of Termination (other than retirement plans or excluding (y) stock compensation benefit plans of the EmployersEmployer and (z) cash incentive compensation included in Annual Compensation), provided that in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (b) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers Employer shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If ; and provided further, that if the provision of any of the benefits covered by this Section 3(b2(b) would trigger the 20% excise tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such the benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Employers Employer shall pay to the Executive, in a lump sum within 30 ten business days following termination of employment or within 30 ten business days after such determination should it occur after termination of employment, a cash amount equal to the cost to the Employers Employer of providing the Excluded Benefits.

Benefits Upon Termination. If the Executive's ’s employment by the Employers shall be terminated within twenty four (24) months concurrently with or subsequent to a Change in Control by (i) the Employers other than for Cause, Disability, Disability or Retirement or as a result of the Executive's ’s death, or (ii) the Executive for Good Reason, then the Employers shall, subject to the provisions of Section 3 hereof, if applicable: (a) pay to the Executive, in a lump sum as of the Date of Termination, a cash amount equal to two (2) three times the Executive's ’s Average Annual Compensation; and; (b) maintain and provide for a period ending at the earlier of (i) twentythirty-four six (2436) months after the Date of Termination or (ii) the date of the Executive's ’s full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to the Executive, the Executive's ’s continued participation in all group insurance, life insurance, health and accidentaccident insurance, and disability insurance in which the Executive was participating immediately prior to the Date of Termination, in each case subject to Section 2(d) below; provided that any insurance premiums payable by the Employers or any successors pursuant to this Section 2(b) shall be payable at such times and in such amounts (except that the Employers shall also pay any employee portion of the premiums) as if the Executive was still an employee of the Employers, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of insurance premiums required to be paid by the Employers in any taxable year shall not affect the amount of insurance premiums required to be paid by the Employers in any other taxable year; (c) if the Executive is still receiving medical and dental coverage pursuant to Section 2(b) above upon the expiration of thirty-six (36) months after the Date of Termination, maintain and provide medical and dental coverage for the Executive for a period ending at the earlier of (i) the Executive’s death, (ii) the date on which the Executive becomes eligible to receive benefits under Medicare, or (iii) the date on which the Executive is entitled to receive benefits from a subsequent employer which are substantially similar to the medical and dental coverage provided by the Bank, in each case subject to Section 2(d) below, provided that during the period that the Executive receives medical and dental coverage pursuant to this Section 2(c), the Executive shall pay the employee share of the costs of such coverage as if he was still an employee, and provided further that any insurance premiums payable by the Employers or any successors pursuant to this Section 2(c) shall be payable at such times and in such amounts as if the Executive was still an employee of the Employers, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of insurance premiums required to be paid by the Employers in any taxable year shall not affect the amount of insurance premiums required to be paid by the Employers in any other taxable year; (d) in the event that the continued participation of the Executive in any group insurance plan as provided in Section 2(b) or 2(c) is barred or would trigger the payment of an excise tax under Section 4980D of the Code, or during the period set forth in Section 2(b) or 2(c) any such group insurance plan is discontinued, then the Bank shall at its election either (i) arrange to provide the Executive with alternative benefits substantially similar to those which the Executive was entitled to receive under such group insurance plans immediately prior to the Date of Termination, provided that the alternative benefits do not trigger the payment of an excise tax under Section 4980D of the Code, or (ii) pay to the Executive within 10 business days following the Date of Termination (or within 10 business days following the discontinuation of the benefits if later) a lump sum cash amount equal to the projected cost to the Bank of providing continued coverage to the Executive until the Executive’s projected date of eligibility to receive benefits under Medicare in the case of medical and dental coverage and until the three-year anniversary of the Date of Termination in the case of all other insurance plans, with the projected cost to be based on the costs being incurred immediately prior to the Date of Termination (or the discontinuation of the benefits if later), as increased by 10% each year; and (e) pay to the Executive, in a lump sum within thirty (30) days following the Date of Termination, a cash amount equal to the projected cost to the Employers of providing benefits to the Executive for a period of thirty-six (36) months pursuant to any other employee benefit plans, programs and or arrangements offered by the Employers in which the Executive was entitled to participate immediately prior to the Date of Termination (other than retirement plans, stock compensation plans or stock cash compensation plans of the Employers), provided that in with the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (b) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If the provision of any of the benefits covered by this Section 3(b) would trigger the 20% tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, a cash amount equal to the projected cost to the Employers to be based on the costs incurred for the calendar year immediately preceding the year in which the Date of providing Termination occurs and with any automobile-related costs to exclude any depreciation on Bank-owned automobiles. (f) The payments to the Excluded BenefitsExecutive hereunder shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer, and no payments shall be duplicated. (g) Notwithstanding any other provision contained in this Agreement, if the time period for making any cash payment under this Section 2 commences in one calendar year and ends in the succeeding calendar year, then the payment shall not be paid until the succeeding calendar year.

Benefits Upon Termination. If the Executive's ’s employment by the Employers shall be terminated concurrently with or within twenty twenty-four (24) months subsequent to a Change in Control by (i) the Employers other than for Cause, Disability, Disability or Retirement or as a result of the Executive's ’s death, or (ii) the Executive for Good Reason, then the Employers shall, subject to the provisions of Section 3 hereof, if applicable: (a) pay to the Executive, in a lump sum as of the Date of Termination, a cash amount equal to two (2) times the Executive's ’s Annual Compensation; and; (b) maintain and provide for a period ending at the earlier of (i) twenty-four (24) months after the Date of Termination or (ii) the date of the Executive's ’s full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b)), at no cost to the Executive, the Executive's ’s continued participation in all group insurance, life insurance, health and accidentaccident insurance, and disability insurance in which the Executive was participating immediately prior to the Date of Termination, in each case subject to Section 2 below; provided that any insurance premiums payable by the Employers or any successors pursuant to this Section 2(b) shall be payable at such times and in such amounts (except that the Employers shall also pay any employee portion of the premiums) as if the Executive was still an employee of the Employers, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of insurance premiums required to be paid by the Employers in any taxable year shall not affect the amount of insurance premiums required to be paid by the Employers in any other taxable year; (c) in the event that the continued participation of the Executive in any group insurance plan as provided in Section 2(b) is barred or would trigger the payment of an excise tax under Section 4980D of the Code, or during the period set forth in Section 2(b) any such group insurance plan is discontinued, then the Bank shall at its election either (i) arrange to provide the Executive with alternative benefits substantially similar to those which the Executive was entitled to receive under such group insurance plans immediately prior to the Date of Termination, provided that the alternative benefits do not trigger the payment of an excise tax under Section 4980D of the Code, or (ii) pay to the Executive within 10 business days following the Date of Termination (or within 10 business days following the discontinuation of the benefits if later) a lump sum cash amount equal to the projected cost to the Bank of providing continued coverage to the Executive until the two-year anniversary of the Date of Termination, with the projected cost to be based on the costs being incurred immediately prior to the Date of Termination (or the discontinuation of the benefits if later), as increased by 10% each year; and (d) pay to the Executive, in a lump sum within thirty (30) days following the Date of Termination, a cash amount equal to the projected cost to the Employers of providing benefits to the Executive for a period of twenty-four (24) months pursuant to any other employee benefit plans, programs and or arrangements offered by the Employers in which the Executive was entitled to participate immediately prior to the Date of Termination (other than retirement plans, stock compensation plans or stock cash compensation plans of the Employers), provided that in with the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (b) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If the provision of any of the benefits covered by this Section 3(b) would trigger the 20% tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, a cash amount equal to the projected cost to the Employers to be based on the costs incurred for the calendar year immediately preceding the year in which the Date of providing Termination occurs and with any automobile-related costs to exclude any depreciation on Bank-owned automobiles. (e) The payment to the Excluded BenefitsExecutive hereunder shall be paid by the Corporation and the Bank in the same proportion as the time and services actually expended by the Executive on behalf of each respective Employer, and no payments shall be duplicated. (f) Notwithstanding any other provision contained in this Agreement, if the time period for making any cash payment under this Section 2 commences in one calendar year and ends in the succeeding calendar year, then the payment shall not be paid until the succeeding calendar year.

Benefits Upon Termination. If the Executive's employment by the Employers shall be Company or WFB is terminated within twenty twenty-four (24) months subsequent to after a Change in Control or WFB Change in Control by (i) the Employers Company or WFB for any reason other than for Cause, Disability, Retirement or as a result of the Executive's death, death or (ii) the Executive for Good Reason, then the Employers shall, subject to the provisions of Section 3 hereof, if applicablethen: (a) The Company shall pay to the Executive, Executive in a lump sum as of the Date of Termination, Termination (unless the Company and the Executive mutually agree upon an alternative form of payment) a cash severance amount equal to two (2) times the Executive's Annual Compensation; and; (b) The Company shall maintain and provide for a period ending at the earlier of (i) twenty-four (24) months after the Date of Termination or (ii) the date of the Executive's full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (b))for, at no cost to the Executive, the Executive's continued participation of the Executive and the Executive’s dependants, if applicable, in all group insurance, life insurance, health and accidentaccident insurance and disability insurance programs, disability but specifically excluding (i) all Equity Plans and other employee benefit plans(ii) incentive compensation awards included in Annual Compensation, programs and arrangements that are offered by the Company in which the Executive was entitled to participate or the Executive’s dependants participated immediately prior to the Date of Termination (other than retirement plans or stock compensation plans collectively, the "Benefits"). Such continuation shall be for (A) the period of time that the Executive is eligible for continuation coverage under COBRA for all of the Employers), Benefits covered by COBRA and (B) a period of 2 years after the Date of Termination for all other Benefits; provided that in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (bSection 2(b) is barredbarred by the underlying service provider or insurance carrier used by the Company to provide such benefits, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers Company shall arrange to either provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If the provision of any of the benefits covered by this Section 3(b) would trigger the 20% tax and interest penalties under Section 409A of the Code either due to the nature of such benefit Termination or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, a cash amount equal to the cost amount paid by the Company for such benefits in the applicable preceding period, adjusted for any federal or state income taxes the Executive has to pay on the cash amount; (c) All unvested stock options, restricted stock or other equity interests of the Company issued to the Employers Executive under the Equity Plans shall fully vest on the Date of providing Termination to the Excluded Benefitsextent such options, restricted stock or other equity interests do not otherwise vest upon the Change of Control; (d) All unvested amounts of the Executive under the Company's existing Deferred Compensation Plan or any future deferred compensation plan(s) adopted by the Company shall fully vest and be paid on the Date of Termination; and (e) Section 7(b) (Development of Intellectual Property) of this Agreement and similar provisions (including non-competition and non-solicitation provisions but excluding confidentiality provisions) in other agreements between the Executive and the Company shall be terminated and of no further force and effect as of the Date of Termination, but Section 7(a) (Nondisclosure of Confidential Information) of this Agreement and similar confidentiality provisions in other agreements between the Executive and the Company shall remain in full force and effect after the Date of Termination.

Benefits Upon Termination. If the Executive's employment by the Employers shall be terminated within twenty four (24) months subsequent to a Change in Control of the Corporation by (i) the Employers for other than for Cause, Disability, Retirement or as a result of the Executive's death, death or (ii) the Executive for Good Reason, then the Employers shall, subject to the provisions of Section 3 hereof, if applicable: (a) pay to the Executive, in either twelve (12) equal monthly installments beginning with the first business day of the month following the Date of Termination or in a lump sum as of the Date of TerminationTermination (at the Executive's election), a cash severance amount equal to two one (21) times the Executive's Annual Compensation; , and (b) maintain and provide for a period ending at the earlier of (i) twenty-four (24) months after one year from the Date of Termination or (ii) the date of the Executive's full-time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (bB)), at no cost to the ExecutiveExecutive (except to the extent the Executive already bears or portion of the expense of such benefits prior to the Date of Termination), the Executive's continued participation in all group insurance, life insurance, health and accidentaccident insurance, disability insurance and other employee benefit plans, programs and arrangements offered by the Employers in which the Executive was entitled to participate immediately prior to the Date of Termination excluding (other than retirement plans or x) stock compensation option and restricted stock plans of the Employers, (y) bonuses and other items of cash compensation included in Annual Compensation, and (z) other benefits, or portions thereof, included in Annual Compensation), provided that in the event that the Executive's participation in any plan, program or arrangement as provided in this subparagraph (bB) is barred, or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employers shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans, programs and arrangements immediately prior to the Date of Termination. If the provision of any of the benefits covered by this Section 3(b) would trigger the 20% tax and interest penalties under Section 409A of the Code either due to the nature of such benefit or the length of time it is being provided, then the benefit(s) that would trigger such tax and interest penalties due to the nature of such benefit shall not be provided at all and the benefit(s) that would trigger the tax and interest penalties if provided beyond the "limited period of time" set forth in the regulations under Section 409A shall not be provided beyond such limited period of time (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Employers shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, a cash amount equal to the cost to the Employers of providing the Excluded Benefits.