Common use of Change in Control Benefits Clause in Contracts

Change in Control Benefits. In the event there is a Change in Control, as defined below, and the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive shall be entitled to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as of the date of the Executive’s termination together with an amount equal to one times (1.0x) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severance.

Change in Control Benefits. In the event there is of a Change in Control, as defined below, and the Executive’s employment hereunder is terminated by termination of engagement entitling the Executive for Good Reason or by to benefits in accordance with Section 2, the Employer without Cause (other than on account of Executive shall receive the Executive’s death or disability), in each case within twelve (12) months either following: (a) after Executive’s employment has terminated or (b) following a Change in Control, the The Executive shall be entitled to be paid, a lump sum payment in a single lump sum, severance cash no later than twenty (20) business days after the Executive’s date of termination equal to two the sum of: (2i) years’ an amount equal to three times the Executive’s base salary at that salary rate being paid to Executive as of in effect on the date of the Executive’s termination together with Change in Control or, or if greater, as in effect immediately prior to the date of termination; plus (ii) an amount equal to one three times (1.0x) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period bonus award for the year immediately preceding the year of employment, if less than three (3) years), provided; that, the Change in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit Control. The amount payable under this Section 7 paragraph (d) shall be reduced by the amount inclusive of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rightsamounts, if any, to exercise which the Executive would otherwise be entitled or by law and shall be in addition to (and not inclusive of) any amount payable under any written agreement(s) directly between the Executive and the Company or any of the stock its subsidiaries. (b) All unvested Company options vested prior to such termination)shall immediately become vested, and any exercise must occur no later than March 15 of the calendar year after the date of termination. (c) The Company shall only be paidprovide the Executive with and, within 60 days at the Executive’s option, directly pay for or reimburse the Executive for outplacement services and tax and financial counseling suitable to the Executive’s position, from providers selected by the Executive for services through the end of the second taxable year of Executive after his the taxable year of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code) with Employerthe Company, subject or, if earlier, the date on which the Executive becomes employed by another employer. In the event the Executive has paid for any such services, the Company shall reimburse the Executive for such payments within 10 days of submission to Executive’s execution and delivery to Employer, within such 60-day period, the Company of a complete release copy of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, provider’s invoice for services and affiliatesevidence of payment. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment Any request for reimbursement for such expenses shall be made submitted no later than 30 days before the end of the third taxable year of the Executive following the taxable year of the Executive in which the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severanceseparation from service occurred.

Change in Control Benefits. In the event there is If a Change in ControlControl occurs during the Employment Period, all of the Executive’s outstanding options, restricted stock awards and any other equity rights granted by the Company to the Executive shall be vested or exercisable, as defined below, and applicable. If the Company terminates the Executive’s employment hereunder is terminated by the Executive for Good Reason on or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) following a Change in ControlControl (and without regard to any expiration of the Employment Period) other than for death, Disability pursuant to Section 5(b) or Cause, or if the Executive terminates his employment on or after a Change in Control (and without regard to any expiration of the Employment Period), then the Executive shall be entitled to receive: (i) Any earned but unpaid installment of Base Salary through the Date of Termination at the rate then in effect, any accrued but unused vacation benefit and any other accrued and unpaid amounts due to the Executive under Section 4, such payments to be paid, in a single made within ten (10) days of the Date of Termination; (ii) A lump sum, severance sum payment equal to two the product of one and one-half (211/2) years’ salary at that salary rate being paid to Executive as of times the date sum of the Executive’s termination together with an amount equal to one times (1.0x) Base Salary at the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or rate then in effect plus the Executive’s period of employment, if less than three Maximum Bonus (3) yearsas defined in Section 6(a), provided); that, in such payment to be made on the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount first day of the severance benefit previously paid. Executive acknowledges and agrees month coincident with or next following the date that such payment is in lieu six months after the Date of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive Termination (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then except that the payment shall be made in within ten (10) days after the latter calendar year. If upon termination Date of employment Executive chooses to arbitrate any claims pursuant Termination if the Company determines that such payment is not deferred compensation that is subject to Section 18409A of the Code); (iii) Outstanding options and other equity awards that include an exercise period shall remain exercisable until the earlier of the expiration date of such award or the third anniversary of the Date of Termination; provided, Executive shall be deemed to have waived however, that such option and other equity awards and the Executive’s rightrights thereunder otherwise shall remain subject to the terms of the applicable grant agreement and related plan; and (iv) Continued participation of the Executive and his dependents in Company-provided medical or health insurance or benefit plans, at no cost to the Executive, for eighteen (18) months after the Date of Termination; provided, however, that if anyapplicable law or the terms of such plan prohibits the continued participation of the Executive of his dependents for all or part of such period, the Company shall make a cash payment to the Executive that is sufficient, on an after-tax basis, to severanceallow the Executive to obtain insurance that provides substantially the same benefits as the Company-provided medical or health insurance or benefit plan.

Change in Control Benefits. In the event there is a Change in Control, as defined below, and the Executivethat Employee’s employment hereunder is terminated with the Bank terminates under any of the circumstances described above in this Section 8 at any time, Employee shall be entitled to receive all accrued compensation and any pro rata bonuses to which he may be entitled and which Employee may have earned up to the date of termination and, upon Employee’s execution of an enforceable general release in a form prepared by the Executive for Good Reason or by Bank, severance payments and benefits according to the Employer without Cause following schedule and terms: (other than on account i) a severance payment equal to: 2.99 times the amount of Employee’s then current annual base salary plus the Executive’s death or disabilityamount of bonus paid to Employee, if any, in the prior bonus year (less any applicable taxes and withholdings), in each case within the event the termination occurs no later than twelve (12) months either (a) after Executive’s employment has terminated or (b) following the occurrence of a Change in Control; 2.0 times the amount of Employee’s then current annual base salary plus the amount of bonus paid to Employee, the Executive shall be entitled to be paidif any, in a single lump sum, severance equal to two the prior bonus year (2) years’ salary at that salary rate being paid to Executive as of the date of the Executive’s termination together with an amount equal to one times (1.0x) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) yearsany applicable taxes and withholdings), provided; that, in the event the Executive’s employment has terminated termination occurs more than twelve (12) months but within (up to and Executive has been paid including) twenty-four (24) months after the occurrence of a severance benefit under Section 6 of this Agreement, such change Change in control benefit under this Section 7 shall be reduced by Control; or 1.0 times the amount of Employee’s then current annual base salary plus the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu amount of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rightsbonus paid to Employee, if any, to exercise in the prior bonus year (less any of the stock options vested prior to such terminationapplicable taxes and withholdings), in the event the termination occurs more than twenty-four (24) months but within (up to and shall only be paid, within 60 days including) thirty-six (36) months after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, the occurrence of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliatesChange in Control. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the The severance payment shall be made paid in substantially equal monthly installments without interest, over a period of thirty-six (36), twenty-four (24), or twelve (12) months, respectively, in accordance with the latter calendar year. If upon payroll schedule applicable to Employee immediately prior to the termination of employment Executive chooses to arbitrate any claims pursuant to and beginning with the first month after the date of termination of employment (for purposes of Section 18409A of the Code, Executive as applicable, each installment payment shall be deemed considered a separate payment); and (ii) a cash payment in an amount equal to have waived Executivethe premiums that Employee would pay in order to secure COBRA continuation coverage for health insurance under the Bank’s rightmedical plan and for the premiums Employee would pay for life insurance, if anyaccidental death and dismemberment and disability insurance to continue such insurance during the applicable severance periods following termination of employment (irrespective of whether COBRA otherwise would terminate prior to expiration of any such severance period) (“Premium Payment”); and the additional federal, to severancestate, and local income and other taxes that will result from the Premium Payment (the “Premium Tax Gross-up”). This Premium Payment and the Premium Tax Gross-up shall be paid in a single lump-sum cash payment, less any applicable taxes and withholdings, within thirty (30) days after the date of termination of employment. Provided, however, no installment payments or other cash payment shall be provided until the required general release becomes effective.

Change in Control Benefits. In During the event there is a Change in ControlTerm, as defined below, and the Executive’s employment hereunder is terminated by the Executive for Good Reason if upon or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) 18 months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d) or the Executive shall be entitled terminates his employment for Good Reason as provided in Section 4(e), then, subject to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as the signing of the date Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable and subject also to the parties’ obligations set forth in Section 6(d) below, all within 60 days after the Date of Termination, (i) the Executive’s termination together with Company shall pay the Executive a lump sum in cash in an amount equal to one times 300% of the sum of (1.0xA) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years Executive’s current Base Salary (or the Executive’s period of employmentBase Salary in effect immediately prior to the Change in Control, if less than three higher) plus (3B) years), provided; that, in the event the Executive’s employment has terminated Annual Incentive Cash Compensation; and (ii) all equity awards held by the Executive has been paid shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and (iii) for a severance benefit period of 18 months following the Date of Termination or until the Executive becomes covered under Section 6 a group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under this AgreementSubsection shall reduce and count against the rights of the Executive, such change in control benefit 8 of 20 the Executive’s spouse and dependents under COBRA; and (iv) the amount payable under this Section 7 6(b)(i) shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, paid within 60 days after his separation from service with Employerthe Date of Termination; provided, subject to Executive’s execution and delivery to Employerhowever, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If that if the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following a second calendar year, then the such payment shall be made paid or commence to be paid in the latter second calendar yearyear by the last day of such 60-day period. If upon termination Notwithstanding the foregoing, if the Change in Control does not constitute a change in the ownership or effective control of employment Executive chooses the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the amount of cash severance payable under Section 6(b)(i) equal to arbitrate any claims pursuant to the Severance Amount under Section 18, Executive 5(b)(i) shall be deemed to have waived Executivepaid in equal installments in accordance with the Company’s rightthen payroll practice over a 24-month period, if anyand the balance shall be paid in a lump sum payment. Solely for purposes of Section 409A of the Code, to severanceeach installment payment is considered a separate payment.

Change in Control Benefits. In the event there is a Change in ControlControl and in the event of diminution in salary or job duties, as defined below, and the Bank shall pay to the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive shall be entitled to be paid, in a single lump one lump-sum, severance equal to two (2) years’ year’s salary at that salary rate being paid to Executive as at the time of the date of the Executive’s termination Change in Control together with an amount equal to one times (1.0x1) year’s profit sharing, with the amount of such profit sharing payment to be that amount which is the average of profit sharing received by the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or prior years. Executive shall also receive, at the ExecutiveBank’s expense, a continuation of health benefits then being provided to the Executive for a period of employment, if less than three one (31) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paidyear. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paidpaid , within 60 ninety (90) days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-ninety (90) day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-ninety (90) day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 1817, Executive shall be deemed to have waived Executive’s right, if any, to severance.

Change in Control Benefits. In the event there is a Change in Control, as defined below, and the Executive’s employment hereunder is terminated by the Company for any reason other than Cause or Disability, or in the event the Executive resigns for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability)Reason, in each case within twelve (12) months either after a Change in Control has occurred: (a) The Company shall pay Executive promptly (but in no event more than ten (10) business days) after Executive’s employment has terminated or the Date of Termination, as liquidated damages, a lump sum cash payment, equal to the amount payable under Section 8(a)(i) and shall provide the benefits and reimbursements provided in Sections 8(a)(ii) and 8(a)(v); (b) The Company shall, consistent with past practice, reimburse the Executive pursuant to Section 5 for business expenses incurred but not paid prior to such Date of Termination. Reimbursement of such expenses shall be provided to the Executive in accordance with the Company’s normal business practices but not later than the end of the calendar year following the calendar year in which the expense was incurred; (c) Unless otherwise expressly provided in the applicable award agreement, all outstanding equity incentive awards (including, without limitation, stock options granted under the Stock Option Plan) shall immediately vest and any then outstanding stock options or similar awards held by the Executive shall remain exercisable for a Change period of one (1) year from the date of such termination or, if earlier, until the end of the Option Term; (d) Notwithstanding anything in Controlthis Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 (or any successor provision) of the Internal Revenue Code of 1986, as amended, or any successor thereto, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to be paid, receive an additional payment (a “Gross-Up Payment”) in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as of the date of the Executive’s termination together with an amount equal such that after payment by the Executive of all taxes (including interest and penalties imposed with respect to one times (1.0x) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) yearssuch taxes), provided; thatincluding, in without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the event Gross-Up Payment, the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the retains an amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is Gross-Up Payment equal to the Excise Tax imposed on the Payment, in lieu of all damages, payments and liabilities on account of accordance with the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to procedures set forth in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severance.Exhibit A hereto;

Change in Control Benefits. In the event there is a Change in ControlControl and in the event of diminution in salary or job duties, as defined below, and the Bank shall pay to the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive shall be entitled to be paid, in a single lump one lump-sum, severance equal to two one (21) years’ year’s salary at that salary rate being paid to Executive as at the time of the date of the Executive’s termination Change in Control together with an amount equal to one times (1.0x1) year’s profit sharing, with the amount of such profit sharing payment to be that amount which is the average of profit sharing received by the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or prior years. Executive shall also receive, at the ExecutiveBank’s expense, a continuation of health benefits then being provided to the Executive for a period of employment, if less than three one (31) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paidyear. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 ninety (90) days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-ninety (90) day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-ninety (90) day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 1817, Executive shall be deemed to have waived Executive’s right, if any, to severance.

Change in Control Benefits. In 2.1 If there occurs a Change in Control and either (x) within three (3) months prior to the event there is a Change in Control, as defined below, and the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case y) within twelve twenty-four (1224) months either (a) after Executive’s employment has terminated or (b) following a the Change in Control, the Executive incurs a Qualifying Termination, then, in addition to all base salary and bonuses earned but not yet paid through the applicable date, the Executive shall be entitled to be paid, in the payments described below from the Bank: (a) a single lump sum, severance cash lump-sum amount equal to two (2) years’ salary at that salary rate being paid to times the amount of the Executive’s then current Base Salary plus the average annual bonus received by the Executive as of for the three calendar years preceding the date of the Executive’s termination together Change in Control (the “Change in Control Payment”), with an amount equal such Change in Control Payment to one times be paid not later than thirty (1.0x30) days following the average of date the Annual Bonus paid applicable event set forth in Section 2.1 above occurs; and (b) from the date the events set forth in Section 2.1 above occur, pay the monthly premium for eighteen (18) months for the Executive to Executive for services during the preceding three (3) calendar years (or maintain and continue, without interruption, the Executive’s period of employment(and, if less than three (3) years)applicable, provided; that, in the event the Executive’s employment has terminated family) health and Executive has been paid a severance benefit medical benefits coverage (the “COBRA Benefits”) under Section 6 the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended. 2.2 Notwithstanding any provision of this AgreementAgreement to the contrary, such change in control neither BFST nor the Bank shall be required to pay any benefit under this Agreement if, upon the advice of counsel, BFST or the Bank determines that the payment of such benefit would be prohibited by 12 C.F.R. Part 359 or any successor regulations regarding Executive compensation promulgated by any regulatory agency having jurisdiction over BFST, the Bank or any of their respective affiliates. If any payments or benefits received or to be received by the Executive in connection with a Change in Control (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise) constitute “parachute payments” within the meaning of Section 7 280G of the Code and would, but for this Section 2.2, be subject to the excise tax imposed under Section 4999 of the Code according to an independent accounting firm or independent tax counsel, then such payments shall be reduced by the minimum possible amount in a manner that is consistent with the requirements of Section 409A of the severance benefit previously paid. Code until no amount payable to the Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account will be subject to excise taxes imposed under Section 4999 of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any Code. 2.3 Receipt of the stock options vested prior to such termination), Change in Control Payment and shall only be paid, within 60 days after his separation from service with Employer, the COBRA Benefits is subject to the Executive’s execution compliance with the restrictive covenants set forth in Exhibit A to this Agreement, which Exhibit A is a part of and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severanceincorporated by reference into this Agreement.

Change in Control Benefits. In During the event there is a Change in ControlTerm, as defined below, and the Executive’s employment hereunder is terminated by the Executive for Good Reason if upon or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) 18 months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d) or the Executive shall be entitled terminates his employment for Good Reason as provided in Section 4(e), then, subject to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as the signing of the date Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable and subject also to the parties’ obligations set forth in Section 6(d) below,, all within 60 days after the Date of Termination, (i) the Executive’s termination together with Company shall pay the Executive a lump sum in cash in an amount equal to one times 150% of the sum of (1.0xA) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years Executive’s current Base Salary (or the Executive’s period of employmentBase Salary in effect immediately prior to the Change in Control, if less than three higher) plus (3B) years), provided; that, in the event the Executive’s employment has terminated Target Variable Cash Compensation; and (ii) all equity awards held by the Executive shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and (iii) for a period of 18 months following the Date of Termination or until the Executive has been paid becomes covered under a severance benefit group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under Section 6 this Subsection shall reduce and count against the rights of this Agreementthe Executive, such change in control benefit the Executive’s spouse and dependents under COBRA; and (iv) the amount payable under this Section 7 6(b)(i) shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, paid within 60 days after his separation from service with Employerthe Date of Termination; provided, subject to Executive’s execution and delivery to Employerhowever, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If that if the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following a second calendar year, then the such payment shall be made paid or commence to be paid in the latter second calendar yearyear by the last day of such 60-day period. If upon termination Notwithstanding the foregoing, if the Change in Control does not constitute a change in the ownership or effective control of employment Executive chooses the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the amount of cash severance payable under Section 6(b)(i) equal to arbitrate any claims pursuant to the Severance Amount under Section 18, Executive 5(b)(i) shall be deemed to have waived Executivepaid in equal installments in accordance with the Company’s rightthen payroll practice over a 24-month period, if anyand the balance shall be paid in a lump sum payment. Solely for purposes of Section 409A of the Code, to severanceeach installment payment is considered a separate payment.

Change in Control Benefits. In During the event there is a Change in ControlTerm, as defined below, and the Executive’s employment hereunder is terminated by the Executive for Good Reason if upon or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) 18 months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d) or the Executive shall be entitled terminates his employment with Good Reason as provided in Section 4(e), then, subject to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as the signing of the date Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination, (i) the Executive’s termination together with Company shall pay the Executive a lump sum in cash in an amount equal to one times 300% of the sum of (1.0xA) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years Executive’s current Base Salary (or the Executive’s period of employmentBase Salary in effect immediately prior to the Change in Control, if less than three higher) plus (3B) years), provided; that, in the event the Executive’s employment Target Variable Cash Compensation; and (ii) all equity awards held by the Executive shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and (iii) for a period of 18 months following the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the Company has terminated the right to terminate its payment of its portion of COBRA premiums on behalf of the Executive and instead pay the Executive has been paid a severance benefit lump sum amount equal to its portion of the monthly COBRA premium times the number of months remaining in the 18-month period if the Company determines in its discretion that continued payment of such premiums is or may be discriminatory under Section 6 105(h) of the Code; provided, further, that the continuation of health benefits under this AgreementSubsection shall reduce and count against the rights of the Executive, such change in control benefit the Executive’s spouse and dependents under COBRA; and (iv) the amount payable under this Section 7 6(b)(i) shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, paid within 60 days after his separation from service with Employerthe Date of Termination; provided, subject to Executive’s execution and delivery to Employerhowever, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If that if the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following a second calendar year, then the such payment shall be made paid or commence to be paid in the latter second calendar yearyear by the last day of such 60-day period. If upon termination Notwithstanding the foregoing, if the Change in Control does not constitute a change in the ownership or effective control of employment Executive chooses the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the amount of cash severance payable under Section 6(b)(i) equal to arbitrate any claims pursuant to the Severance Amount under Section 18, Executive 5(b)(i) shall be deemed to have waived Executivepaid in equal installments in accordance with the Company’s rightthen payroll practice over a 24-month period, if anyand the balance shall be paid in a lump sum payment. Solely for purposes of Section 409A of the Code, to severanceeach installment payment is considered a separate payment.

Change in Control Benefits. In the event there is of a Change in Control, as defined below, and the Executive’s employment hereunder is terminated by termination of engagement entitling the Executive for Good Reason or by to benefits in accordance with Section 2, the Employer without Cause (other than on account of Executive shall receive the Executive’s death or disability), in each case within twelve (12) months either following: (a) after Executive’s employment has terminated or (b) following a Change in Control, the The Executive shall be entitled to be paid, a lump sum payment in a single lump sum, severance cash no later than twenty (20) business days after the Executive’s date of termination equal to two the sum of: (2i) years’ an amount equal to three times the Executive’s base salary at that salary rate being paid to Executive as of in effect on the date of the Executive’s termination together with Change in Control or, or if greater, as in effect immediately prior to the date of termination; plus (ii) an amount equal to one three times (1.0x) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period bonus award for the year immediately preceding the year of employment, if less than three (3) years), provided; that, the Change in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit Control. The amount payable under this Section 7 paragraph (d) shall be reduced by the amount inclusive of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rightsamounts, if any, to exercise which the Executive would otherwise be entitled or by law and shall be in addition to (and not inclusive of) any amount payable under any written agreement(s) directly between the Executive and the Company or any of the stock its subsidiaries. (b) All unvested Company options vested prior to such termination)shall immediately become vested, and any exercise must occur no later than March 15 of the calendar year after the date of termination. (c) The Company shall only be paidprovide the Executive with and, within 60 days at the Executive’s option, directly pay for or reimburse the Executive for outplacement services and tax and financial counseling suitable to the Executive’s position, from providers selected by the Executive for services through the end of the second taxable year of Executive after his the taxable year of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code) with Employerthe Company, subject or, if earlier, the date on which the Executive becomes employed by another employer. In the event the Executive has paid for any such services, the Employer shall reimburse the Executive for such payments within 10 days of submission to Executive’s execution and delivery to Employer, within such 60-day period, the Employer of a complete release copy of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, provider’s invoice for services and affiliatesevidence of payment. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment Any request for reimbursement for such expenses shall be made submitted no later than 30 days before the end of the third taxable year of the Executive following the taxable year of the Executive in which the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severanceseparation from service occurred.

Change in Control Benefits. In If (a) a Change in Control occurs after the event there is a Effective Time and during the Term, and (b) within 12 months following such Change in Control, as defined below, and either the Bank terminates the Executive’s employment hereunder is terminated without Cause or the Executive terminates the Executive’s employment with Good Reason, then the Bank shall make or cause to be made a payment to the Executive in an amount in cash equal to 2 times the sum of (i) the Executive’s Base Salary, and (ii) the highest annual bonus earned by the Executive for Good Reason or by during the Employer without Cause prior three years immediately preceding the year in which the Change in Control occurs (other than on account of the “Change in Control Payment”). The Change in Control Payment shall be paid in two equal installments, with the first to be paid within thirty (30) days after the Executive’s death employment terminates with the Bank (or disability)if the Executive and the Bank have not entered into a release as described in Section 4.3 below in the initial thirty (30) day period, in each case within twelve up to sixty (1260) months either (a) days after the Executive’s employment has terminated terminates) and the second to be paid on the first anniversary of the date the Executive’s employment terminates; provided, however, if the Change in Control does not constitute a change in ownership or (b) following effective control of the Company under Section 409A of the IRC, the portion of the Change in Control Payment that is equal to the Severance Payment shall instead be paid on the schedule contemplated by Section 4.1. The Change in Control Payment shall not be reduced to account for the time value of money or discounted to present value. If the Executive receives a Change in ControlControl Payment under this Section 5.1, the Executive shall not be entitled to any additional severance benefits under Section 4.1 of this Agreement after employment termination. The Executive shall be entitled to be paidbenefits under this Section 5.1 on no more than one occasion during the Term and only upon the execution of a release as contemplated in Section 4.3. For the avoidance of doubt, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as the occurrence of the date of the Executive’s termination together with an amount equal to one times (1.0x) the average of the Annual Bonus paid to Executive Effective Time shall not constitute a Change in Control for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 purposes of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severance.

Change in Control Benefits. In If (a) a Change in Control occurs after the event there is a Effective Time and during the Term, and (b) within 12 months following such Change in Control, as defined below, and either the Bank terminates the Executive’s employment hereunder is terminated without Cause or the Executive terminates the Executive’s employment with Good Reason, then the Bank shall make or cause to be made a payment to the Executive in an amount in cash equal to 2.5 times the sum of (i) the Executive’s Base Salary, and (ii) the highest annual bonus earned by the Executive for Good Reason or by during the Employer without Cause prior three years immediately preceding the year in which the Change in Control occurs (other than on account of the “Change in Control Payment”). The Change in Control Payment shall be paid in two equal installments, with the first to be paid within thirty (30) days after the Executive’s death employment terminates with the Bank (or disability)if the Executive and the Bank have not entered into a release as described in Section 4.3 below in the initial thirty (30) day period, in each case within twelve up to sixty (1260) months either (a) days after the Executive’s employment has terminated terminates) and the second to be paid on the first anniversary of the date the Executive’s employment terminates; provided, however, if the Change in Control does not constitute a change in ownership or (b) following effective control of the Company under Section 409A of the IRC, the portion of the Change in Control Payment that is equal to the Severance Payment shall instead be paid on the schedule contemplated by Section 4.1. The Change in Control Payment shall not be reduced to account for the time value of money or discounted to present value. If the Executive receives a Change in ControlControl Payment under this Section 5.1, the Executive shall not be entitled to any additional severance benefits under Section 4.1 of this Agreement after employment termination. The Executive shall be entitled to be paidbenefits under this Section 5.1 on no more than one occasion during the Term and only upon the execution of a release as contemplated in Section 4.3. For the avoidance of doubt, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as the occurrence of the date of the Executive’s termination together with an amount equal to one times (1.0x) the average of the Annual Bonus paid to Executive Effective Time shall not constitute a Change in Control for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 purposes of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severance.

Change in Control Benefits. In the event there is If a Change in ControlControl occurs during the term of this Agreement and (i) thereafter during the term of the Agreement, as defined below, and the Executive’s employment hereunder is terminated by terminates involuntarily but without Cause or (ii) if the Executive for voluntarily terminates employment with Good Reason or by (iii) the Employer without Cause Executive voluntarily terminates employment for any reason, upon thirty (other than on account of 30) days notice, within the Executive’s death or disability), period commencing ninety (90) days prior to the Change in each case within Control and ending twelve (12) months either (a) after Executive’s employment has terminated or (b) following a the Change in Control, the Executive shall receive a lump sum payment, within ten (10) business days of his termination, equal to the product of his (i) Average Monthly Compensation multiplied by (ii) the number of months (including partial months) from the effective date of his termination through the then unexpired term of the Agreement or, if greater, twelve (12). In addition, from the effective date of the termination through the then un-expired portion of the term of the Agreement (or, if greater, for a period of twelve months following the effective date of the termination (the “Severance Period”), the Employer shall pay an amount equal to what would be the Executive’s cost of COBRA health continuation coverage for the Executive and eligible dependents for the greater of the Severance Period or the period during which the Executive and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. However, the Employer and the Executive acknowledge and agree that the compensation and benefits under this Section 5.1 shall not be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being payable if compensation and benefits are payable or shall have been paid to the Executive as under Article 4 of this Agreement. For purposes of this Section 5.1, the date terms “Average Monthly Compensation” means the highest amount of the Executive’s termination together with an amount equal to one times (1.0x) compensation reported in Box 5 on Form W-2 for three years divided by 12. If the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit receives payment under Section 6 5.1, the Executive shall not be entitled to any additional severance benefits under Section 4.1 of this Agreement. In addition, the Employer shall provide the Executive and his dependents with the post-termination insurance coverage described in Section 4.2(a) of this Agreement, such change in control benefit under this subject to the provisions of Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination 4.2(b) of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severanceAgreement.

Change in Control Benefits. In If a Change in Control (as defined below) of the event there Company occurs after November 30, 2008, and prior to the first anniversary of such Change in Control, the Executive’s employment is terminated other than for Cause, death or Disability or the Executive resigns for Good Reason (as defined below), the Executive is entitled to receive the following benefits payable in a lump sum within ten days following the Executive’s Date of Termination or, if later, as soon as practicable following the earliest date on which such payment would avoid imposition of penalties under Section 409A of the Code: (a) The Obligations; and (b) the Prorated Bonus Payment; and (c) two times the Executive’s Base Salary on the Date of Termination; and (d) the amount equal to two times the Executive’s Target Bonus on the Date of Termination; and (e) health, medical, life and long-term disability benefits for two years comparable to the Executive’s benefits immediately prior to the Change in Control, or if the Executive is unable to continue to participate in the Company’s health, medical, life and long-term disability plans, the Company will provided the Executive comparable benefits on an after-tax basis. The benefits will be no less favorable than as in effect immediately prior to the Change in Control. The Executive will be eligible for COBRA benefits at the end of the two-year period. Initial 6 Notwithstanding the foregoing, if the Company adopts a Change in Control severance plan for senior executives generally with more generous benefits than the benefits outlined above, the Executive will be entitled to those more generous benefits to the extent applicable in lieu of benefits provided in this Section 5. If the Executive is terminated by the Company (other than for Cause) within the six-month period prior to a Change in Control, but subsequent to such time as defined below, and the Executive’s employment hereunder is terminated by the Executive for Good Reason negotiations or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) following discussions which ultimately lead to a Change in ControlControl have commenced, then the Executive shall will be entitled to be paid, receive the benefits listed in a single lump sum, severance equal Sections 5(a) through (d) above. If the Executive becomes entitled to two (2) years’ salary at that salary rate being paid to Executive as of the date of the Executive’s termination together with an amount equal to one times (1.0x) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit payments under this Section 7 shall 5, he will not be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, entitled to any payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to or benefits under Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severance4.

Change in Control Benefits. In the event there is a Change in Control, as defined below, and the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive shall be entitled to be paid, in a single lump sum, severance equal to two one times (21.0x) years’ salary at that salary rate being paid to Executive the Executive’s then Total Compensation Package as of the date of the Executive’s termination together with an amount equal to one times (1.0x) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years)termination, provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severance.

Change in Control Benefits. In the event there is a Change in Control, as defined below, Control and in the Executive’s employment hereunder is terminated by the Executive for Good Reason event of diminution in salary or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) following a Change in Controljob duties, the Executive Bank shall be entitled to be paidpay, in a single lump lump-sum, to the Executive severance equal to two (2) years’ year’s salary at that salary rate being paid to Executive as at the time of the date of the Executive’s termination Change in Control together with an amount equal to one times (1.0x1) year’s profit sharing, with the amount of such profit sharing payment to be that amount which is the average of profit sharing received by the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or prior years. Executive shall also receive, at the ExecutiveBank’s expense, a continuation of health benefits then being provided to the Executive for a period of employment, if less than three one (31) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paidyear. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 ninety (90) days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-ninety (90) day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-ninety (90) day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 1817, Executive shall be deemed to have waived Executive’s right, if any, to severance.

Change in Control Benefits. In the event there is a Change in Control, as defined below, and the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive shall be entitled to be paid, in a single lump sum, severance equal to two times (22.0x) years’ salary at that salary rate being paid to Executive the Executive’s then Total Compensation Package as of the date of the Executive’s termination together with an amount equal to one times (1.0x) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years)termination, provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severance.

Change in Control Benefits. In the event there is a Change in Control, as defined below, Control and in the Executive’s employment hereunder is terminated by the Executive for Good Reason event of diminution in salary or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) following a Change in Controljob duties, the Executive Bank shall be entitled to be paidpay, in a single lump lump-sum, to the Executive severance equal to two (2) years’ year’s salary at that salary rate being paid to Executive as at the time of the date of the Executive’s termination Change in Control together with an amount equal to one times (1.0x1) year’s profit sharing, with the amount of such profit sharing payment to be that amount which is the average of profit sharing received by the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or prior years. If the Executive’s period of employment, if Executive has been under employment for less than three (3) years), provided; that, in the event profit sharing payment will be based on the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced average profit sharing received by the amount Executive during such lesser time period. Executive shall also receive, at the Bank’s expense, a continuation of health benefits then being provided to the severance benefit previously paidExecutive for a period of one (1) year. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 ninety (90) days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-ninety (90) day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-ninety (90) day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 1817, Executive shall be deemed to have waived Executive’s right, if any, to severance.

Change in Control Benefits. In a. If, during the event there is a Change in Controlterm of this Agreement, as defined below, and the Executive’s employment hereunder is with the Company shall be terminated by within the Executive for Good Reason Potential Change in Control Period or by the Employer without Cause within two (other than on account of the Executive’s death or disability), in each case within twelve (122) months either (a) after Executive’s employment has terminated or (b) years following a Change in Control, the Executive shall be entitled to the following compensation and benefits: (i) If the Executive’s employment with the Company shall be paidterminated by reason of death or Disability, the Company shall pay to the Executive the Accrued Compensation. If the Executive’s employment with the Company shall be terminated by the Company for Cause or by the Executive other than for Good Reason, the Company shall pay to the Executive the Accrued Compensation, except that the Executive shall not be entitled to the bonus described in subsection 2(a)(iv). (ii) If the Executive’s employment with the Company shall be terminated by the Company not for Cause or by the Executive for Good Reason, the Executive shall be entitled to the following: (1) The Company shall pay the Executive all Accrued Compensation; (2) Executive shall receive an amount in accordance with the following: • If the Executive is not the Company’s Chief Executive Officer or Chief Operating Officer and the Executive’s base salary at all times in the calendar year of the Termination Date is less than $599,000, the Company shall pay Executive two (2) times the sum of (A) the Base Amount, and (B) the Bonus Amount; • If the Executive is the Company’s Chief Executive Officer, the Company shall pay Executive six (6) times the Base Amount; • If the Executive is the Company’s Chief Operating Officer, the Company shall pay Executive four (4) times the Base Amount; • If the Executive is not the Company’s Chief Executive Officer or Chief Operating Officer and the Executive’s base salary at any time in the calendar year of the Termination Date is equal to or greater than $599,000, the Company shall pay Executive three-and-a-half (3.5) times the Base Amount. (3) The restrictions on any outstanding equity and other long-term incentive awards, including stock options, restricted stock, restricted stock units and cash performance units, granted to the Executive under the Company’s stock option and other stock incentive plans shall be governed solely by the terms of those specific plans and agreements. (4) The Company shall pay to the Executive a lump sum amount equal to: (i) twenty-four (24) times (ii) the monthly cost of Executive’s COBRA coverage as of the Termination Date; (5) The Executive may request the Company to purchase the Executive’s principal residence. Such purchase must take place and be finalized in the calendar year following the year in which the Termination Date occurs. Such purchase shall be made at the residence’s appraised value at the Termination Date, as determined in accordance with the Company’s relocation policies in effect immediately prior to the Potential Change in Control Period or Change in Control (as applicable); (6) Commencing on the Termination Date and continuing for a period that shall not exceed one year, the Executive shall be eligible for reasonable comprehensive outplacement assistance up to a maximum benefit equal to 20% of base pay at the time of termination (but not to exceed $50,000). The Company shall pay the cost for such assistance, within one year after the assistance commences, directly to an outside vendor selected by the Executive and the Company. b. The amounts provided for in subsections 3(a)(i), 3(a)(ii)(1), 3(a)(ii)(2), and 3(a)(ii)(4) shall be paid in a single lump sum, severance equal to two sum cash payment within sixty (260) years’ salary at that salary rate being paid to Executive as of the date of days after the Executive’s termination together with an amount equal to one times Termination Date; provided that the bonus described in subsection 2(a)(iv) shall be paid at the time such payments are made for other similarly situated executives who participate in the Bonus Plans and in all instances before the date that is two and one-half (1.0x2 1⁄2) months after the average end of the Annual Bonus paid fiscal year to which the bonuses relate. c. The Executive shall not be required to mitigate the amount of any payment provided for services during the preceding three (3) calendar years (in this Agreement by seeking other employment or the Executive’s period of employmentotherwise, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, no such change in control benefit under this Section 7 payment shall be offset or reduced by the amount of any compensation or benefits provided to the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severancesubsequent employment.

Change in Control Benefits. In During the event there is a Change in ControlTerm, as defined below, and the Executive’s employment hereunder is terminated by the Executive for Good Reason if within 2 months before or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive shall terminates employment for Good Reason as provided in Section 3(e), then, (i) subject to the signing of the Release by the Executive and the expiration of the seven-day revocation period for the Release, the Company will pay the Executive an amount equal to the sum of the Executive’s Base Salary and target annual incentive compensation in effect in that year (the “CIC Payment”). The CIC Payment will be entitled to be paid, paid in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as of the date of the Executive’s termination together with an amount equal to one times (1.0x) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, sum within 60 days after his separation from service with Employerthe Date of Termination; provided, subject to Executive’s execution and delivery to Employerhowever, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If that if the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following a second calendar year, the CIC Payment will be paid in the second calendar year; and (ii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination, then the Company will pay to the Executive a monthly cash payment shall for equal to the amount of monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and (iii) notwithstanding anything to the contrary in any applicable option agreement, restricted stock unit agreement, or other stock-based award agreement, [CEO and CFO (initial grant only for CFO): all stock options, restricted stock units, and other stock-based awards held by the Executive will immediately accelerate and become fully vested and exercisable as of the Date of Termination] [CFO’s subsequent grants, VP WW Sales and VP Finance: all stock options, restricted stock units, and other stock-based awards held by the Executive will be made in accelerated as if the latter calendar year. If upon termination Executive had completed an additional 12 months of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severanceservice with the Company].

Change in Control Benefits. In If the event there Closing Date occurs during the term of this Employment Agreement, the Executive shall be eligible to receive $249,900.00 (plus any interest that accrues at a rate equal to the annual mid-term applicable federal rate provided for in Section 7872(f)(2)(A) of the Code for the month during which the Closing Date occurs, with such interest to accrue from the date that is six months following the Closing Date through the date that a payment is made to the Executive) (the “Change in ControlControl Payment”), as defined belowwhich, subject to the Executive’s execution and non-revocation of a waiver and release in a form acceptable to the Employer within 30 days of the date of the Executive’s termination of employment, shall be payable to the Executive (i) if the Executive’s employment hereunder terminates on or prior to the second anniversary of the Closing Date, on the 60th day following the date of termination or (ii) if the Executive’s employment terminates following the second anniversary of the Closing Date, in installments equal to the Base Salary payments paid to the Executive immediately prior to the termination of the Executive’s employment, on each regular payroll date following the date of the Executive’s termination of employment until the Change in Control Payment has been paid to the Executive in full; provided, however, that in the event that the Executive resigns for any reason (other than for the reasons described in the last sentence of this Section 5.1) during the period beginning on the Closing Date and ending on the earlier of (i) the 60th day following the data conversion date (as determined by the Purchaser) and (ii) the date that is six months following the Closing Date (the “Conversion Period”), the Executive shall only receive 50% of the Change in Control Payment; provided, further, however, that in the event that the Executive’s employment is terminated by the Executive Company for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) at any time following a Change in Control, the Executive shall not receive any portion of the Change in Control Payment. Notwithstanding anything to the contrary set forth in this Section 5.1, if, during the Conversion Period, the Executive resigns his employment due to his being transferred to a work location which is more than 30 miles from his current work location (other than any ordinary business related travel) or if his duties and responsibilities are significantly and materially adversely changed and are no longer reasonably related to his work experience with the Company prior to the Closing Date, such a resignation shall be entitled deemed to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as of the date termination of the Executive’s termination together with an amount equal to one times (1.0x) employment without Cause for the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 purposes of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severance5.”

Change in Control Benefits. Should there occur a Change in Control (as defined below), then the following provisions shall become applicable in lieu of severance benefits otherwise payable under Section 4: 5.1 During the period (if any) following a Change in Control that Executive shall continue to provide the Services, then the terms and provisions of this Agreement shall continue in full force and effect, the CEO Bonus Plan shall be interpreted and/or amended to evaluate Executive's achievement of goals as if the Company continued as an independent entity, and Executive shall continue to vest in all of his unvested stock options as specified in such options; or 5.2 In the event there is of (y) a termination of the Employment Period by the Company other than either for Cause or on account of total disability within thirteen (13) months after a Change in Control or (z) a Constructive Termination of the Employment Period within thirteen (13) months after a Change in Control, upon execution by Executive of an effective release of claims substantially in the form attached as Exhibit B as shall be finally determined by the Company, all the following benefits shall become due and payable: (a) The Company shall pay to Executive as severance pay in one lump sum amount, an amount equal to two year's base salary plus twice (2x) Executive's target bonus for the year of termination (which annual target bonus shall be no less than $500,000) in effect immediately prior to such termination. All such amounts shall be paid by the Company as soon as administratively possible following such termination and following the first point in time that the Company is entitled to deduct such payments for income tax purposes in compliance with applicable law, including but not limited to the provisions of Section 162(m) of the Code. (b) All of the unvested options held by Executive on the date of such Change in Control shall immediately vest and become exercisable in full and shall remain exercisable for the period specified in such options. For purposes of this Section 5, a Change in Control shall be deemed to occur upon: (i) the sale, lease, conveyance or other disposition of all or substantially all of the Company's assets as an entirety or substantially as an entirety to any person, entity or group of persons acting in concert other than in the ordinary course of business; (ii) any transaction or series of related transactions (as a result of a tender offer, merger, consolidation or otherwise) that results in any Person (as defined belowin Section 13(h)(8)(E) under the Securities Exchange Act of 1934) becoming the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), and the Executive’s employment hereunder is terminated by the Executive for Good Reason directly or by the Employer without Cause (other indirectly, more than on account 50% of the Executive’s death aggregate voting power of all classes of common equity of the Company, except if such Person is (A) a subsidiary of the Company, (B) a tax-qualified retirement plan for employees of the Company or disability(C) a company formed to hold the Company's common equity securities and whose shareholders constituted, at the time such company became such holding company, substantially all the shareholders of the Company (a "Cadence Holding Company"), ; or (iii) a change in each case within twelve the composition of the Company's Board of Directors over a period of twenty four (1224) consecutive months or less such that a majority of the then current Board members ceases to be comprised of individuals who either (a) after Executive’s employment has terminated have been Board members continuously since the beginning of such period ("Incumbent Directors"), or (b) following have been elected or nominated for election as Board members during such period by at least a Change in Control, the Executive shall be entitled to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as majority of the date of Incumbent Directors who were still in office at the Executive’s termination together with an amount equal to one times (1.0x) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (time such election or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced nomination was approved by the amount of the severance benefit previously paid. Executive acknowledges and agrees that Board (whereupon such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive new Board member shall be deemed to have waived Executive’s right, if any, be an Incumbent Director with respect to severance.the election or nomination of future Board members). In the event that the severance and other benefits provided to Executive (i) constitute "parachute payments" within the meaning of Section 280G of the Code and (ii) but for this

Change in Control Benefits. In the event there is (i) a Change in Control, as defined below, or (ii) any party announces or is required by law to announce a prospective Change in Control, and the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case ) within twelve (12) months either following the later of (a) after Executive’s employment has terminated the announcement or the date of required announcement of the prospective Change in Control or (b) following a the Change in Control, the Executive shall be entitled to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as of the date of the Executive’s termination together with an amount equal to one times (1.0x) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement (including, without limitation, Severance under Section 6 of this Agreement) and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severanceseverance under this Section 7.

Change in Control Benefits. In During the event there is a Change in ControlTerm, as defined below, and the Executive’s employment hereunder is terminated by the Executive for Good Reason if upon or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) 18 months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive shall be entitled to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as of the date of the Executive’s termination together with employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates his employment for Good Reason as provided in Section 3(e), then, subject to the Executive signing a separation agreement substantially in the form attached hereto as Exhibit I (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, and subject also to the parties’ obligations set forth in Section 5(c) below, all within 60 days after the Date of Termination, (i) the Company shall pay the Executive a lump sum in cash in an amount equal to one 1.5 times the sum of (1.0xA) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years Executive’s current Base Salary (or the Executive’s period of employmentBase Salary in effect immediately prior to the Change in Control, if less than three higher) plus (3B) years), provided; that, in the event the Executive’s employment has terminated Target Variable Cash Compensation; and (ii) the Company shall pay the Executive a pro-rated Target Variable Cash Compensation; and (iii) the equity award granted pursuant to Section 2(c) shall immediately accelerate and become fully vested and nonforfeitable; and (iv) for a period of 18 months following the Date of Termination or until the Executive has been paid becomes covered under a severance benefit group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under Section 6 this Subsection shall reduce and count against the rights of this Agreementthe Executive, such change in control benefit the Executive’s spouse and dependents under COBRA; and (v) the amount payable under this Section 7 5(a)(i) shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, paid within 60 days after his separation from service with Employerthe Date of Termination; provided, subject to Executive’s execution and delivery to Employerhowever, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If that if the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following a second calendar year, then the such payment shall be made paid or commence to be paid in the latter second calendar year. If upon termination year by the last day of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severancesuch 60-day period.

Change in Control Benefits. Should there occur a Change in Control (as defined below), then the following provisions shall become applicable in lieu of severance benefits otherwise payable under Section l: 2.1 During the period (if any) following a Change in Control that Executive shall continue to provide services to the Company, then the terms and provisions of this Agreement shall continue in full force and effect, the Company's bonus plan in which Executive participates shall be interpreted and/or amended to evaluate Executive's achievement of goals as if the Company continued as an independent entity, and Executive shall continue to vest in all of his unvested stock options as specified in such options; or 2.2 In the event there is of (y) a termination of the Executive's employment with the Company by the Company other than either for Cause or on account of total disability within thirteen (13) months after a Change in Control or (z) a Constructive Termination of the Executive's employment with the Company within thirteen (13) months after a Change in Control, upon execution by Executive of an effective release of claims substantially in the form attached as Exhibit A as shall be finally determined by the Company, all the following benefits shall become due and payable: (a) The Company shall pay to Executive as severance pay in one lump sum amount, an amount equal to two year's base salary plus twice (2x) Executive's target bonus for the year of termination in effect immediately prior to such termination. All such amounts shall be paid by the Company as soon as administratively possible following such termination and following the first point in time that the Company is entitled to deduct such payments for income tax purposes in compliance with applicable law, including but not limited to the provisions of Section 162(m) of the Code. (b) All of the unvested options held by Executive on the date of such Change in Control shall immediately vest and become exercisable in full and shall remain exercisable for the period specified in such options. For purposes of this Section 2, a Change in Control shall be deemed to occur upon: (i) the sale, lease, conveyance or other disposition of all or substantially all of the Company's assets as an entirety or substantially as an entirety to any person, entity or group of persons acting in concert other than in the ordinary course of business; (ii) any transaction or series of related transactions (as a result of a tender offer, merger, consolidation or otherwise) that results in any Person (as defined belowin Section 13(h)(8)(E) under the Securities Exchange Act of 1934) becoming the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), and the Executive’s employment hereunder is terminated by the Executive for Good Reason directly or by the Employer without Cause (other indirectly, more than on account 50% of the Executive’s death aggregate voting power of all classes of common equity of the Company, except if such Person is (A) a subsidiary of the Company, (B) a tax-qualified retirement plan for employees of the Company or disability(C) a company formed to hold the Company's common equity securities and whose shareholders constituted, at the time such company became such holding company, substantially all the shareholders of the Company (a "Cadence Holding Company"), ; or (iii) a change in each case within twelve the composition of the Company's Board of Directors over a period of twenty four (1224) consecutive months or less such that a majority of the then current Board members ceases to be comprised of individuals who either (a) after Executive’s employment has terminated have been Board members continuously since the beginning of such period ("Incumbent Directors"), or (b) following have been elected or nominated for election as Board members during such period by at least a Change in Control, the Executive shall be entitled to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as majority of the date of Incumbent Directors who were still in office at the Executive’s termination together with an amount equal to one times (1.0x) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (time such election or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced nomination was approved by the amount of the severance benefit previously paid. Executive acknowledges and agrees that Board (whereupon such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive new Board member shall be deemed to have waived Executive’s right, if any, be an Incumbent Director with respect to severancethe election or nomination of future Board members).

Change in Control Benefits. In Upon the event there is a occurrence of the first, and no other, Change in Control, Control (as defined below, and the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Employer without Cause (other than on account in Section 5 hereof) of the Executive’s death or disability), in each case within twelve (12) months either (a) Company which occurs after Executive’s employment has terminated or (b) following a Change in Controlthe effective date of this Agreement, the Executive shall be entitled to be paid, benefits under this Article 3 depending upon the time at which such Change in Control occurs. (a) CHANGE IN CONTROL AFTER EFFECTIVE DATE BUT BEFORE CONSULTING SERVICES COMMENCE. Upon the occurrence of a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as Change in Control of the date of Company after the Executive’s termination together with an amount equal to one times (1.0x) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination Effective Date of this Agreement and is prior to the sole and exclusive remedy for Executive (other than rights, if any, to exercise any commencement of the stock options vested prior Consulting Term, the Executive must elect either (i) to such terminationreceive the benefits provided to the Executive under the Change-in-Control Agreement entered by and between the Executive and the Company on July 9, 1993, as amended (the "Change- in-Control Agreement"), or (ii) to retire from the Company and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against receive the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliatesbenefits provided under this Section 3(a). If the 60-day period referred Executive elects to retire from the Company and receive the benefits provided under this Section 3(a), the Executive shall receive: (i) All benefits under Section 1 hereof determined as if the Executive had retired immediately prior to the Change in Control; provided, however, that in lieu of the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall shares of Restricted Stock to be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims granted pursuant to Section 181(c) hereof, the Executive shall be deemed granted an equal number of shares of stock of the Company or an equivalent number of shares of any successor company, in either case, with no such restrictions; and (ii) A lump-sum payment within thirty (30) days after a Change in Control of the Company equal to have waived the Consulting fees not yet paid under the Agreement for the entire Consulting Term. The receipt of benefits pursuant to this Section 3(a) is contingent upon the Executive’s right's election to forego any benefits under the Change-in-Control Agreement. As such, no benefits will be payable under this Section 3(a) if any, any benefits are payable to severancethe Executive under the Change-in-Control Agreement.

Change in Control Benefits. In the event there is After a Change in Control, as defined below, and if the Company terminates the Executive’s 's employment hereunder is terminated by for any reason other than Cause or Long-Term Disability, or if the Executive resigns for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disabilityReason, subject to Section 6(h), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive shall be entitled to be paid, to: i. Change in Control payments in a single lump sum, severance sum in an aggregate amount equal to two three (23) years’ times the sum of: (A) the Executive's then-current Base Salary (disregarding any reduction in salary at that salary rate being made after the Change in Control or in contemplation of the Change in Control); (B) the Executive's Target Annual Bonus for the year of termination or, if greater, the Target Annual Bonus for the year in which the Change in Control occurred; and (C) the Company's profit-sharing, 401(k) match and other Company contributions made on behalf of the Executive to the Company's tax-qualified and nonqualified defined contribution plans during the twelve (12) months prior to the date of termination (“Total Change in Control Payment”). The Total Change in Control Payment shall be paid to Executive as of within sixty (60) days after the date of the Executive’s 's separation from service and shall be contingent on the release described in Section 6(h) becoming effective subject to the provision contained in Section 7(h). ii. If such termination together with an amount equal occurs prior to one times (1.0x) the average payment of the Executive's Annual Bonus paid payable with respect to Executive the immediately preceding calendar year, payment of such Annual Bonus for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; thatsuch period, in the event amount, and at such time, as he would otherwise have been entitled under the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount terms of the severance benefit previously paidBPP had his employment not terminated. iii. Executive acknowledges Notwithstanding the terms and agrees that such payment is in lieu of all damages, payments and liabilities on account conditions of the early termination of this Agreement equity compensation plans and is the sole and exclusive remedy for Executive (other than rightsaward agreements pursuant to which outstanding awards were granted, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment the Executive's employment, but subject to any accelerated vesting of any Equity Incentives that occurred upon the Change in Control, all Equity Incentives held by the Executive chooses to arbitrate any claims not already vested will become fully vested and, if applicable, immediately exercisable, and will remain outstanding pursuant to Section 18their terms; provided, however, that the treatment of all awards held by the Executive that are subject to performance-based vesting criteria shall be governed by the terms and conditions of the equity compensation plans and award agreements and/or award terms pursuant to which they were granted. iv. The Executive shall be deemed entitled to have waived Company-provided continuation of Benefits (on either an insured or a self-insured basis, in the sole discretion of the Company) for the Executive and his Eligible Dependents, on substantially the same terms of such coverage as are in existence immediately prior to the Executive’s right's date of termination (subject to commercial availability of such coverage), until the earlier of: (A) the date on which the Executive becomes eligible to be covered under Medicare or another employer's group health plan, or (B) the third anniversary of the Executive's date of termination; provided, however, that such coverage shall run concurrently with any coverage available to the Executive and his Eligible Dependents under COBRA; and provided further, however, that the Executive shall immediately notify the Company if anyhe and his Eligible Dependents become covered under Medicare or another employer's group health plan, at which time the Company's provision of medical coverage for the Executive and/or his Eligible Dependents, as applicable, will cease. The Executive shall not be entitled to severanceany other perquisites (except as otherwise explicitly provided in the applicable perquisite plan or policy or in this Agreement).

Change in Control Benefits. In During the event there is a Change in ControlTerm, as defined below, and the Executive’s employment hereunder is terminated by the Executive for Good Reason if upon or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) 18 months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive shall be entitled to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as of the date of the Executive’s termination together with employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates his employment for Good Reason as provided in Section 3(e), then, subject to the Executive signing a Separation Agreement and Release and the Separation Agreement and Release becoming irrevocable, and subject also to the parties’ obligations set forth in Section 5(c) below, all within 60 days after the Date of Termination, (i) the Company shall pay the Executive a lump sum in cash in an amount equal to one 1.5 times the sum of (1.0xA) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years Executive’s current Base Salary (or the Executive’s period of employmentBase Salary in effect immediately prior to the Change in Control, if less than three higher) plus (3B) years), provided; that, in the event the Executive’s employment has terminated Target Annual Bonus; and (ii) the outstanding equity award granted to Executive pursuant to Section 2(c) shall immediately accelerate and become fully vested and nonforfeitable; and (iii) for a period of 18 months following the Date of Termination or until the Executive has been paid becomes covered under a severance benefit group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under Section 6 this Subsection shall reduce and count against the rights of this Agreementthe Executive, such change in control benefit the Executive’s spouse and dependents under COBRA; and (iv) the amount payable under this Section 7 5(a)(i) shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, paid within 60 days after his separation from service with Employerthe Date of Termination; provided, subject to Executive’s execution and delivery to Employerhowever, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If that if the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following a second calendar year, then the such payment shall be made paid in the latter second calendar year. If upon termination year by the last day of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severancesuch 60-day period.