Common use of Change in Control Benefits Clause in Contracts

Change in Control Benefits. (a) If a Change in Control occurs during the term of this Agreement, the Employer shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three times the Executive’s annual compensation. For this purpose annual compensation means (x) the Executive’s Base Salary when the Change in Control occurs plus (y) any cash bonus or cash incentive compensation earned for the calendar year ended immediately before the year in which the Change in Control occurs, regardless of when the cash bonus or cash incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans or any compensation paid to the Executive in the Executive’s capacity as a director. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (a) is payable no later than five business days after the Change in Control occurs. If the Executive receives payment under section 5.1 the Executive shall not be entitled to any additional severance benefits under section 4.1 of this Agreement. The Executive shall be entitled to benefits under this section 5.1 on no more than one occasion. (b) In addition to the benefits specified in sections 4.2 and 4.3, if the Executive is involuntarily terminated without Cause or if the Executive voluntary terminates with Good Reason within 24 months after a Change in Control, the Employer shall cause the Executive to become fully vested in any non-qualified plans, programs, or arrangements in which the Executive participated if the plan, program, or arrangement does not address the effect of a change in control.

Change in Control Benefits. (a) If a Change in Control occurs during the term of this Agreement, Agreement the Employer shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three times the Executive’s annual compensation. For this purpose annual compensation means (x) the Executive’s Base Salary when the Change in Control occurs plus (y) any cash bonus or cash incentive compensation earned for the calendar year ended immediately before the year in which the Change in Control occurs, regardless of when the cash bonus or cash incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans or and annual compensation shall not include any compensation paid to the Executive earned in the Executive’s capacity as a director. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (asection 5.1(a) is payable no later than within five business days after the Change in Control occurs. If the Executive receives payment under section 5.1 the Executive shall not be entitled to any additional severance benefits under section 4.1 of this AgreementControl. The Executive shall be entitled to benefits under this section 5.1 5.1(a) on no more than one occasion. If the Executive receives payment under this section 5.1(a) the Executive shall not be entitled to any cash severance benefits under section 4.1 of this Agreement after employment termination. (b) In addition to the benefits specified in sections 4.2 and 4.3, if the Executive is involuntarily terminated without Cause or if the Executive voluntary terminates with Good Reason within 24 months after If a Change in Control, Control occurs during the term of this Agreement the Employer shall cause the Executive to become fully vested in awards under any stock option, stock incentive, or other non-qualified plans, programs, or arrangements in which the Executive participated if (x) the plan, program, or arrangement does not address the effect of a change in controlcontrol or termination after a change in control and (y) award vesting occurs automatically with the passage of time or years of service. Accelerated vesting in or entitlement to awards shall not occur under this section 5.1(b) in the case of any award for which vesting or entitlement is based on achievement of performance conditions, whether the conditions have to do with individual performance or corporate performance measures, including but not limited to stock price or financial statement or other financial measures.

Change in Control Benefits. (a) If a Change in Control occurs during the term of this Agreement, the Employer shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three times the Executive’s annual compensation. For this purpose annual compensation means (x) the Executive’s Base Salary when the Change in Control occurs plus (y) any cash bonus or cash incentive compensation earned for the calendar year ended immediately before the year in which the Change in Control occurs, regardless of when the cash bonus or cash incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans or any compensation paid to the Executive in the Executive’s capacity as a director. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (a) is payable no later than five business days after the Change in Control occurs. If the Executive receives payment under section 5.1 the Executive shall not be entitled to any additional severance benefits under section 4.1 of this Agreement. The Executive shall be entitled to benefits under this section 5.1 on no more than one occasion. (b) In addition to the benefits specified in sections 4.2 and 4.3, if the Executive is Executive’s employment terminates involuntarily terminated without Cause or if the Executive voluntary terminates voluntarily but with Good Reason within 24 months after a Change in Control, the Employer shall cause the Executive to become fully vested in awards under any stock option, stock incentive, or other non-qualified plans, programs, or arrangements in which the Executive participated if (x) the plan, program, or arrangement does not address the effect of a change in controlcontrol or termination after a change in control and (y) award vesting occurs automatically with the passage of time or years of service. Provided the Executive is at the time a covered employee within the meaning of Internal Revenue Code section 162(m), accelerated vesting in or entitlement to awards shall not occur under this section 5.1(b) in the case of any award for which vesting or entitlement is based on achievement of performance conditions, whether the conditions have to do with individual performance or corporate performance measures, including but not limited to stock price or financial statement or other financial measures.

Change in Control Benefits. (a) If a Change in Control occurs during the term of this Agreement, the Employer shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three times the Executive’s annual compensation. For this purpose purpose, annual compensation means (x) the Executive’s Base Salary when the Change in Control occurs plus (y) any cash bonus or cash incentive compensation earned for the calendar year ended immediately before the year in which the Change in Control occurs, regardless of when the cash bonus or cash incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans or any compensation paid to the Executive in the Executive’s capacity as a directorplans. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (a) is payable no later than five business days after the Change in Control occurs. If the Executive receives payment under section 5.1 the Executive shall not be entitled to any additional severance benefits under section 4.1 4.4 of this Agreement. The Executive shall be entitled to benefits under this section 5.1 paragraph (a) on no more than one occasion. (b) In addition to the benefits specified in sections 4.2 and 4.3, if the Executive is involuntarily terminated without Cause or if the Executive voluntary terminates with Good Reason within 24 months after If a Change in Control, Control occurs during the term of this Agreement the Employer shall cause the Executive to become fully vested in awards under any stock option, stock incentive, or other non-qualified plans, programs, or arrangements in which the Executive participated if (x) the plan, program, or arrangement does not address the effect of a change in controlcontrol or termination after a change in control and (y) award vesting occurs automatically with the passage of time or years of service. Provided the Executive is at the time a covered employee within the meaning of Internal Revenue Code section 162(m), accelerated vesting in or entitlement to awards shall not occur under this section 5.1(b) in the case of any award for which vesting or entitlement is based on achievement of performance conditions, whether the conditions have to do with individual performance or corporate performance measures, including but not limited to stock price or financial statement or other financial measures.

Change in Control Benefits. (a) If a Change in Control occurs during the term of this Agreement, the Employer shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three times the Executive’s annual compensation. For this purpose annual compensation means (x) the Executive’s Base Salary when the Change in Control occurs plus (y) any cash bonus or cash incentive compensation earned for the calendar year ended immediately before the year in which the Change in Control occurs, regardless of when the cash bonus or cash incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans or any compensation paid to the Executive in the Executive’s capacity as a director. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (a) is payable no later than five business days after the Change in Control occurs. If the Executive receives payment under section 5.1 the Executive shall not be entitled to any additional severance benefits under section 4.1 of this AgreementAgreement after employment termination. The Executive shall be entitled to benefits under this section 5.1 on no more than one occasion. (b) In addition to the benefits specified in sections 4.2 and 4.3, if the Executive is involuntarily terminated without Cause or if the Executive voluntary terminates with Good Reason within 24 months after If a Change in Control, Control occurs during the term of this Agreement the Employer shall cause the Executive to become fully vested in awards under any stock option, stock incentive, or other non-qualified plans, programs, or arrangements in which the Executive participated if (x) the plan, program, or arrangement does not address the effect of a change in controlcontrol or termination after a change in control and (y) award vesting occurs automatically with the passage of time or years of service. Provided the Executive is at the time a covered employee within the meaning of Internal Revenue Code section 162(m), accelerated vesting in or entitlement to awards shall not occur under this section 5.1(b) in the case of any award for which vesting or entitlement is based on achievement of performance conditions, whether the conditions have to do with individual performance or corporate performance measures, including but not limited to stock price or financial statement or other financial measures.

Change in Control Benefits. (a) If a Change in Control occurs during the term of this Agreement, the Employer shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three times the Executive’s annual compensation. For this purpose purpose, annual compensation means (x) the Executive’s Base Salary when the Change in Control occurs plus (y) any cash bonus or cash incentive compensation earned for the calendar year ended immediately before the year in which the Change in Control occurs, regardless of when the cash bonus or cash incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans or any compensation paid to the Executive in the Executive’s capacity as a directorplans. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (a) is payable no later than five business days after the Change in Control occurs. If the Executive receives payment under section 5.1 the Executive shall not be entitled to any additional severance benefits under section 4.1 4.4 of this Agreement. The Executive shall be entitled to benefits under this section 5.1 paragraph (a) on no more than one occasion. (b) In addition to the any benefits specified in sections 4.2 and 4.3, if to which the Executive is involuntarily terminated without Cause or if may be entitled under the Executive voluntary terminates with Good Reason within 24 months after a Change Salary Continuation Agreement referred to in Controlsection 2.3 of this Agreement, the Employer shall cause the Executive to become fully vested in any non-qualified plans, programs, or arrangements in which the Executive participated if the plan, program, or arrangement does not address the effect of a change in control.

Change in Control Benefits. (a) If a Change in Control occurs during the term of this Employment Agreement, the Employer shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three times the Executive’s annual compensation. For this purpose purpose, annual compensation means (x1) the Executive’s Base Salary when the Change in Control occurs plus (y2) any cash bonus or cash incentive compensation earned for the calendar year ended immediately before the year in which the Change in Control occursoccurred, regardless of when the cash bonus or cash incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vestingdeferral. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans or any compensation paid to the Executive in the Executive’s capacity as a directorplans. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (a) is payable no later than five business days after the Change in Control occursControl. If the Executive receives payment under section 5.1 is removed from office or if his employment terminates before a Change in Control occurs but after discussions with a third party regarding a Change in Control commence, and if those discussions ultimately conclude with a Change in Control, then for purposes of this Employment Agreement the removal of the Executive or termination of his employment shall not be entitled deemed to any additional severance benefits under section 4.1 of this Agreementhave occurred after the Change in Control. The Executive shall be entitled to benefits under this section 5.1 paragraph (a) on no more than one occasion. (b) In addition to the benefits specified in sections 4.2 and 4.3, if the Executive is involuntarily terminated without Cause or if the Executive voluntary terminates with Good Reason within 24 months after a Change in Control, the Employer shall cause the Executive to become fully vested in any non-qualified plans, programs, or arrangements in which the Executive participated if the plan, program, or arrangement does not address the effect of a change in control.

Change in Control Benefits. (a) If a Change in Control occurs during the term of this AgreementAgreement and if within 12 months thereafter the Executive’s employment terminates involuntarily but without Cause or voluntarily but for Good Reason, the Employer Bank shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three times the Executive’s annual compensation. For this purpose annual compensation means (x) the Executive’s Base Salary when on the date of the Change in Control occurs or on the date of the Executive’s employment termination (at whichever date the Executive’s Base Salary is greater and disregarding any salary reduction that is not consistent with section 2.1), plus (y) any cash bonus or cash incentive compensation earned awarded for the most recent whole calendar year ended immediately before the year in which the Change in Control occursoccurred or for the most recent whole calendar year before the year in which employment termination occurred (whichever is greater), regardless of when whether the cash bonus is paid in the year earned or cash incentive compensation earned for the preceding in a later calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans or any compensation paid to the Executive in the Executive’s capacity as a directorplans. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (a) is payable no later than five business days after termination of the Executive’s employment, or on the first day of the seventh month after the month in which employment termination occurs if the Executive is considered a specified employee under section 4.1(b). If the Executive’s employment terminates before a Change in Control occurs but after discussions with a third party regarding a Change in Control commence, and if those discussions ultimately conclude with a Change in Control, then for purposes of this Employment Agreement termination of the Executive’s employment shall be deemed to have occurred after the Change in Control occursControl. If the Executive receives payment under section 5.1 the Executive shall not be entitled to any additional severance benefits continued Base Salary under section 4.1 of this Agreement. The Executive shall be entitled to benefits under this section 5.1 on no more than one occasion. (b) In addition to the benefits specified in sections 4.2 and 4.3, if the Executive is involuntarily terminated without Cause or if the Executive voluntary terminates with Good Reason within 24 months after a Change in Control, the Employer shall cause the Executive to become fully vested in any non-qualified plans, programs, or arrangements in which the Executive participated if the plan, program, or arrangement does not address the effect of a change in control.

Change in Control Benefits. (a) If a Change in Control occurs during the term of this AgreementAgreement and if within 24 months thereafter the Executive is involuntarily terminated without Cause or the Executive terminates employment voluntarily but with Good Reason, the Employer shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three times the Executive’s annual compensation. For this purpose annual compensation means (x) the Executive’s Base Salary when annual base salary on the date of the Change in Control occurs or on the date of the Executive’s employment termination (whichever is greater) plus (y) any cash bonus or cash incentive compensation earned for the calendar year ended immediately before the year in which the Change in Control occursoccurred or for the calendar year ended immediately before the year in which employment termination occurred (whichever is greater), regardless of when the cash bonus or cash incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans or and annual compensation shall not include any compensation paid to the Executive earned in the Executive’s capacity as a director. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (asection 5.1(a) is payable no later than within five business days after the Change in Control occursExecutive’s employment termination. If the Executive receives payment under this section 5.1 5.1(a) the Executive shall not be entitled to any additional cash severance benefits under section 4.1 of this Agreement. The Executive shall be entitled to benefits under this section 5.1 on no more than one occasionAgreement after employment termination. (b) In addition to If a Change in Control occurs during the benefits specified in sections 4.2 term of this Agreement and 4.3, if within 24 months thereafter the Executive is involuntarily terminated without Cause or if the Executive voluntary terminates employment voluntarily but with Good Reason within 24 months after a Change Reason, in Control, addition to any benefits to which the Executive may be entitled under section 4.2 the Employer shall cause the Executive to become fully vested in awards under any stock option, stock incentive, or other non-qualified plans, programs, or arrangements in which the Executive participated if (x) the plan, program, or arrangement does not address the effect of a change in controlcontrol or termination after a change in control and (y) award vesting occurs automatically with the passage of time or years of service. Provided the Executive is at the time a covered employee within the meaning of Internal Revenue Code section 162(m), accelerated vesting in or entitlement to awards shall not occur under this section 5.1(b) in the case of any award for which vesting or entitlement is based on achievement of performance conditions, whether the conditions have to do with individual performance or corporate performance measures, including but not limited to stock price or financial statement or other financial measures.

Change in Control Benefits. (a) If a Change in Control occurs during the term of this Agreement, the Employer shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three times the Executive’s annual compensation. For this purpose annual compensation means (x) the Executive’s Base Salary when the Change in Control occurs plus (y) any cash bonus or cash incentive compensation earned for the calendar year ended immediately before the year in which the Change in Control occurs, regardless of when the cash bonus or cash incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans or any compensation paid to the Executive in the Executive’s capacity as a director. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (a) is payable no later than five business days after the Change in Control occurs. If the Executive receives payment under section 5.1 the Executive shall not be entitled to any additional severance benefits under section 4.1 of this Agreement. The Executive shall be entitled to benefits under this section 5.1 on no more than one occasion. (b) In addition to the benefits specified in sections 4.2 and 4.3, if the Executive is Executive’s employment terminates involuntarily terminated without Cause or if the Executive voluntary terminates voluntarily with Good Reason within 24 months after a Change in Control, the Employer shall cause the Executive to become fully vested in awards under any stock option, stock incentive, or other non-qualified plans, programs, or arrangements in which the Executive participated if (x) the plan, program, or arrangement does not address the effect of a change in controlcontrol or termination after a change in control and (y) award vesting occurs automatically with the passage of time or years of service. Provided the Executive is at the time a covered employee within the meaning of Internal Revenue Code section 162(m), accelerated vesting in or entitlement to awards shall not occur under this section 5.1(b) in the case of any award for which vesting or entitlement is based on achievement of performance conditions, whether the conditions have to do with individual performance or corporate performance measures, including but not limited to stock price or financial statement or other financial measures.

Change in Control Benefits. (a) If a Change in Control occurs during before the term of this AgreementExecutive’s employment termination and if within 24 months thereafter the Executive is involuntarily terminated without Cause or the Executive terminates employment voluntarily but with Good Reason, the Employer shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three times the Executive’s annual compensation. For this purpose annual compensation means (x) the Executive’s Base Salary when annual base salary on the date of the Change in Control occurs or on the date of the Executive’s employment termination (whichever is greater) plus (y) any cash bonus or cash incentive compensation earned for the calendar year ended immediately before the year in which the Change in Control occursoccurred or for the calendar year ended immediately before the year in which employment termination occurred (whichever is greater), regardless of when the cash bonus or cash incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans or and annual compensation shall not include any compensation paid to the Executive earned in the Executive’s capacity as a director. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (asection 5.1(a) is payable no later than within five business days after the Change in Control occursExecutive’s employment termination. If the Executive receives payment under this section 5.1 5.1(a), the Executive shall not be entitled to any additional cash severance benefits under section 4.1 of this Agreement. The Executive shall be entitled to benefits under this section 5.1 on no more than one occasionAgreement after employment termination. (b) In addition to the benefits specified in sections 4.2 and 4.3, if the Executive is involuntarily terminated without Cause or if the Executive voluntary terminates with Good Reason within 24 months after a Change in Control, the Employer shall cause the Executive to become fully vested in any non-qualified plans, programs, or arrangements in which the Executive participated if the plan, program, or arrangement does not address the effect of a change in control.

Change in Control Benefits. (a) If a Change in Control occurs during the term of this Agreement, the Employer shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three times the Executive’s annual compensation. For this purpose annual compensation means (x) the Executive’s Base Salary when the Change in Control occurs plus (y) any cash bonus or cash incentive compensation earned for the calendar year ended immediately before the year in which the Change in Control occurs, regardless of when the cash bonus or cash incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans or any compensation paid to the Executive in the Executive’s capacity as a director. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (a) is payable no later than five business days after the Change in Control occurs. If the Executive receives payment under section 5.1 the Executive shall not be entitled to any additional severance benefits under section 4.1 of this Agreement. The Executive shall be entitled to benefits under this section 5.1 on no more than one occasion. (b) In addition to the benefits specified in sections 4.2 and 4.3, if the Executive is Executive’s employment terminates involuntarily terminated without Cause or if the Executive voluntary terminates voluntarily with Good Reason within 24 months after a Change in Control, the Employer shall cause the Executive to become fully vested in awards under any stock option, stock incentive, or other non-qualified plans, programs, or arrangements in which the Executive participated if (x) the plan, program, or arrangement does not address the effect of a change in controlcontrol or termination after a change in control and (y) award vesting occurs automatically with the passage of time or years of service. Provided the Executive is at the time a covered employee within the meaning of Internal revenue Code section 162(m), accelerated vesting in or entitlement to awards shall not occur under this section 5.1(b) in the case of any award for which vesting or entitlement is based on achievement of performance conditions, whether the conditions have to do with individual performance or corporate performance measures, including but not limited to stock price or financial statement or other financial measures.

Change in Control Benefits. (a) If a Change in Control occurs during the term of this AgreementAgreement and if within 24 months thereafter the Executive is involuntarily terminated without Cause or the Executive terminates employment voluntarily but with Good Reason, the Employer shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three times the Executive’s annual compensation. For this purpose annual compensation means (x) the Executive’s Base Salary when annual base salary on the date of the Change in Control occurs or on the date of the Executive’s employment termination (whichever is greater) plus (y) any cash bonus or cash incentive compensation earned for the calendar year ended immediately before the year in which the Change in Control occursoccurred or for the calendar year ended immediately before the year in which employment termination occurred (whichever is greater), regardless of when the cash bonus or cash incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans or and annual compensation shall not include any compensation paid to the Executive earned in the Executive’s capacity as a director. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (asection 5.1(a) is payable no later than within five business days after the Change in Control occursExecutive’s employment termination. If the Executive receives payment under this section 5.1 5.1(a) the Executive shall not be entitled to any additional cash severance benefits under section 4.1 of this Agreement. The Executive shall be entitled to benefits under this section 5.1 on no more than one occasionAgreement after employment termination. (b) In addition to If a Change in Control occurs during the benefits specified in sections 4.2 term of this Agreement and 4.3, if within 24 months thereafter the Executive is involuntarily terminated without Cause or if the Executive voluntary terminates employment voluntarily but with Good Reason within 24 months after a Change Reason, in Control, addition to any benefits to which the Executive may be entitled under section 4.2 the Employer shall cause the Executive to become fully vested in awards under any stock option, stock incentive, or other non-qualified plans, programs, or arrangements in which the Executive participated if (x) the plan, program, or arrangement does not address the effect of a change in controlcontrol or termination after a change in control and (y) award vesting occurs automatically with the passage of time or years of service. Accelerated vesting in or entitlement to awards shall not occur under this section 5.1(b) in the case of any award for which vesting or entitlement is based on achievement of performance conditions, whether the conditions have to do with individual performance or corporate performance measures, including but not limited to stock price or financial statement or other financial measures.

Change in Control Benefits. (a) If a Change in Control occurs during the term of this Agreement, the Employer shall make or cause to be made a lump-sum cash payment to the Executive in an the amount in cash equal to three times the Executive’s annual compensation. For this purpose annual compensation means (x) the Executive’s Base Salary when the Change in Control occurs plus (y) any cash bonus bonuses or cash incentive compensation earned awarded for the calendar year ended immediately before the year in which the Change in Control occurs, regardless of when the cash bonus or cash incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans or any compensation paid to the Executive in the Executive’s capacity as a directorplans. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (a) is payable no later than five within 15 business days after the Change in Control occurs. If the Executive receives payment under this section 5.1 the Executive shall not be entitled to any additional severance benefits continued Base Salary under section 4.1 of this Agreement. The Executive shall be entitled to benefits under this section 5.1 5.1(a) on no more than one occasionoccasion during the term of this Agreement. (b) In addition to insurance benefits under section 4.2 to which the Executive may be entitled after employment termination, the outplacement and other benefits specified in sections 4.2 and section 4.3, if and any benefits to which the Executive is involuntarily terminated without Cause or may be entitled under the Salary Continuation Agreement referred to in section 2.4, if the Executive voluntary terminates with Good Reason within 24 months after a Change in Control, Control the Executive’s employment terminates involuntarily without Cause or voluntarily but for Good Reason the Employer shall cause the Executive to become fully vested in any non-qualified plans, programs, or arrangements in which the Executive participated if the plan, program, or arrangement does not address the effect of a change in control or termination after a change in control.

Change in Control Benefits. (a) If a Change in Control occurs during the term of this Agreement, the Employer shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three times the Executive’s 's annual compensation. For this purpose purpose, annual compensation means (x) the Executive’s 's Base Salary when the Change in Control occurs plus (y) any cash bonus or cash incentive compensation earned for the calendar year ended immediately before the year in which the Change in Control occurs, regardless of when the cash bonus or cash incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans or any compensation paid to the Executive in the Executive’s 's capacity as a director. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (a) is payable no later than five business days after the Change in Control occurs. If the Executive receives payment under section 5.1 the Executive shall not be entitled to any additional severance benefits under section 4.1 of this Agreement. The Executive shall be entitled to benefits under this section 5.1 (a) and section 5.1(c) on no more than one occasion. (b) In addition to the benefits specified in sections 4.2 and 4.3, if the Executive is involuntarily terminated without Cause or if the Executive voluntary terminates with Good Reason within 24 months after a Change in Control, the The Employer shall cause the Executive to become fully vested in any non-qualified plans, programs, or arrangements in which the Executive participated if the plan, program, or arrangement does not address the effect of a change in control. (c) If the Executive is involuntarily terminated without Cause after a Change in Control is announced but before the Change in Control occurs, the Executive shall be entitled to the benefit under this section 5.1 instead of any 1. Payment of the Change-in-Control benefit shall fully discharge the Employer from all obligations under this Agreement, except the legal fee reimbursement obligation under section 8.9 and the tax gross-up payment obligation under section 5.3. A Change in Control shall be considered to have been announced on the date a press release is issued by the Corporation or the Bank concerning the Change in Control, on the date a Form 8-K Current Report is filed by the Corporation with the Securities and Exchange Commission to report the Change in Control event, on the date an annual or quarterly report or proxy statement is filed by the Corporation with the Securities and Exchange Commission disclosing the Change in Control event, or on the date information concerning the Change in Control is publicly disseminated by the Bank or by the Corporation in any other manner, whichever occurs first.

Change in Control Benefits. (a) If a Change in Control occurs during before the term of this AgreementExecutive’s employment termination, the Employer shall make or cause to be made a lump-sum cash payment to the Executive in an the amount in cash equal to three times the Executive’s annual compensation. For this purpose annual compensation means (x) the Executive’s Base Salary when the Change in Control occurs plus (y) any cash bonus bonuses or cash incentive compensation earned awarded for the calendar year ended immediately before the year in which the Change in Control occurs, regardless of when the cash bonus or cash incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans or any compensation paid to the Executive in the Executive’s capacity as a directorplans. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (a) is payable no later than five within 15 business days after the Change in Control occurs. If the Executive receives payment under this section 5.1 5.1(a) the Executive shall not be entitled to any additional severance benefits continued Base Salary under section 4.1 of this AgreementAgreement after employment termination. The Executive shall be entitled to benefits under this section 5.1 5.1(a) on no more than one occasionoccasion during the term of this Agreement. (b) In addition to insurance benefits under section 4.2 to which the Executive may be entitled after employment termination and the outplacement and other benefits specified in sections 4.2 and section 4.3, if the Executive is involuntarily terminated without Cause or if the Executive voluntary terminates with Good Reason within 24 months after a Change in Control, Control the Executive’s employment terminates involuntarily without Cause or voluntarily but for Good Reason the Employer shall cause the Executive to become fully vested in awards under any stock option, stock incentive, or other non-qualified plans, programs, or arrangements in which the Executive participated if (x) the plan, program, or arrangement does not address the effect of a change in controlcontrol or termination after a change in control and (y) award vesting occurs automatically with the passage of time or years of service. Provided the Executive is at the time a covered employee within the meaning of Internal Revenue Code section 162(m), accelerated vesting in or entitlement to awards shall not occur under this section 5.1(b) in the case of any award for which vesting or entitlement is based on achievement of performance conditions, whether the conditions have to do with individual performance or corporate performance measures, including but not limited to stock price or financial statement or other financial measures.

Change in Control Benefits. (a) If a Change in Control occurs during the term of this AgreementAgreement and if within 12 months thereafter the Executive’s employment terminates involuntarily but without Cause or voluntarily but for Good Reason, the Employer shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three times the Executive’s annual compensation. For this purpose annual compensation means (x) the Executive’s Base Salary when on the date of the Change in Control occurs or on the date of the Executive’s employment termination (at whichever date the Executive’s Base Salary is greater and disregarding any salary reduction that is not consistent with section 2.1), plus (y) any cash bonus or cash incentive compensation earned awarded for the most recent whole calendar year ended immediately before the year in which the Change in Control occursoccurred or for the most recent whole calendar year before the year in which employment termination occurred (whichever is greater), regardless of when whether the cash bonus is paid in the year earned or cash incentive compensation earned for the preceding in a later calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans or any compensation paid to the Executive earned in the Executive’s capacity as a director. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (a) is payable no later than five business days after termination of the Executive’s employment, or on the first day of the seventh month after the month in which employment termination occurs if the Executive is considered a specified employee under section 4.1(b). If the Executive’s employment terminates before a Change in Control occurs but after discussions with a third party regarding a Change in Control commence, and if those discussions ultimately conclude with a Change in Control, then for purposes of this Employment Agreement termination of the Executive’s employment shall be deemed to have occurred after the Change in Control occursControl. If the Executive receives payment under section 5.1 the Executive shall not be entitled to any additional severance benefits continued Base Salary under section 4.1 of this Agreement. The Executive shall be entitled to benefits under this section 5.1 on no more than one occasion. (b) In addition to the benefits specified in sections 4.2 and 4.3, if the Executive is involuntarily terminated without Cause or if the Executive voluntary terminates with Good Reason within 24 months after a Change in Control, the Employer shall cause the Executive to become fully vested in any non-qualified plans, programs, or arrangements in which the Executive participated if the plan, program, or arrangement does not address the effect of a change in control.