Common use of Change in Control; Involuntary Separation from Service Clause in Contracts

Change in Control; Involuntary Separation from Service. (1) Notwithstanding any provision herein to the contrary, if the Employee’s employment under this Agreement is terminated by the Company, resulting in a Separation from Service, without the Employee’s prior written consent and for a reason other than Just Cause, in connection with or within 12 months after a Change in Control, as defined in subsection 10(a)(3), the Employee shall be paid (subject to subsection 10(a)(2)) the greater of: (i) The total amount payable under subsection 8(d); or (ii) The product of one times the sum of: (A) his base salary in effect as of the date of the Change in Control; (B) an amount equal to any Bonus received by or payable to the Employee in the calendar year prior to the year in which the Change in Control occurs; and (C) cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company of invoices, bills or other proof of payment by the Employee) of obtaining all Employee Benefits (all as defined in subsection 4(a) excluding Bonuses which will be paid in accordance with the terms and conditions of the applicable plans or agreements), all Automobile Benefits (as defined in subsection 4(b)) and professional and club dues the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from Service, based upon the benefit levels substantially equal to those that the Company provided for the Employee at the date of the Employee’s Separation from Service. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 10(a)(1)(ii) net of all income and payroll taxes that would not have been payable by the Employee had he continued participation in the benefit plan or program instead of receiving cash reimbursement. (2) To the extent payments that would be received based on the Employee’s Separation from Service in connection with a Change in Control, or within 12 months after a Change in Control would be considered “excess parachute payments” pursuant to the Code Section 280G, the benefit payment to the Employee under this Agreement, when combined with all other parachute payments to the Employee, shall be the greater of: (i) the Employee’s benefit under the Agreement reduced to the maximum amount payable to the Employee such that when it is aggregated with payments and benefits under all other plans and arrangements it will not result in an “excess parachute payment;” or (ii) the Employee’s benefit under the Agreement after taking into account the amount of the excise tax imposed on the Employee under Code Section 280G due to the benefit payment. The determination of whether any reduction in the rights or payments under this Plan is to apply will be made by the Company in good faith after consultation with the Employee, and such determination will be conclusive and binding on the Employee. The Employee will cooperate in good faith with the Company in making such determination and providing the necessary information for this purpose. (3) “Change in Control” shall be deemed to have occurred if one of the following events takes place:

Change in Control; Involuntary Separation from Service. (1) Notwithstanding any provision herein to the contrary, if the Employee’s employment under this Agreement is terminated by the CompanyBank, resulting in a Separation from Service, without the Employee’s prior written consent and for a reason other than Just Cause, in connection with or within 12 months after a Change in Control, as defined in subsection 10(a)(3), the Employee shall be paid (subject to subsection 10(a)(2)) the greater of: (i) The total amount payable under subsection 8(d); or (ii) The product of one times the sum of: (A) his one times her base salary in effect as of the date of the Change in Control; (B) an amount equal to any Bonus received by or payable to the Employee in the calendar year prior to the year in which the Change in Control occurs; and (C) cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company Bank of invoices, bills or other proof of payment by the Employee) of obtaining all Employee Benefits (all as defined in subsection 4(a) excluding Bonuses which will be paid in accordance with the terms and conditions of the applicable plans or agreements), all Automobile Benefits (as defined in subsection 4(b)) and professional and club dues the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from Service, based upon the benefit levels substantially equal to those that the Company Bank provided for the Employee at the date of the Employee’s Separation from Service. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 10(a)(1)(ii) net of all income and payroll taxes that would not have been payable by the Employee had he she continued participation in the benefit plan or program instead of receiving cash reimbursement. (2) To the extent payments that would be received based on the Employee’s Separation from Service in connection with a Change in Control, or within 12 months after a Change in Control would be considered “excess parachute payments” pursuant to the Code Section 280G, the benefit payment to the Employee under this Agreement, when combined with all other parachute payments to the Employee, shall be the greater of: (i) the Employee’s benefit under the Agreement reduced to the maximum amount payable to the Employee such that when it is aggregated with payments and benefits under all other plans and arrangements it will not result in an “excess parachute payment;” or (ii) the Employee’s benefit under the Agreement after taking into account the amount of the excise tax imposed on the Employee under Code Section 280G due to the benefit payment. The determination of whether any reduction in the rights or payments under this Plan is to apply will be made by the Company Bank in good faith after consultation with the Employee, and such determination will be conclusive and binding on the Employee. The Employee will cooperate in good faith with the Company Bank in making such determination and providing the necessary information for this purpose. (3) “Change in Control” shall be deemed to have occurred if one of the following events takes place:

Change in Control; Involuntary Separation from Service. (1) Notwithstanding any provision herein to the contrary, if the Employee’s employment under this Agreement is terminated by the Company, resulting in a Separation from Service, without the Employee’s prior written consent and for a reason other than Just Cause, in connection with or within 12 months after a Change in Control, as defined in subsection 10(a)(3), the Employee shall be paid (subject to subsection 10(a)(2)) the greater of: (i) The total amount payable under subsection 8(d); or (ii) The product of one 2.99 times the sum of: (A) his base salary in effect as of the date of the Change in Control; (B) an amount equal to any Bonus annual discretionary or performance-based incentive bonus received by or payable to the Employee in the calendar year prior to the year in which the Change in Control occurs; and (C) cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company of invoices, bills or other proof of payment by the Employee) of obtaining all Employee Benefits (all as defined in subsection 4(a) excluding Bonuses benefits under the 2011 Omnibus Plan which will be paid in accordance with the terms and conditions of that plan), premiums for full supplemental Medicare coverage, at no cost to the applicable plans Employee or agreementshis spouse, at the best level available which shall include prescription drug coverage for both the Employee and his spouse, until the death of the Employee and his spouse, and life insurance (all as described in subsection 4(b)), professional and club dues, the cost of Employee’s continuing legal education requirements (all as described in subsection 4(c)), all Automobile Benefits (as defined in subsection 4(b4(d)) and professional and club dues all other benefits which the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from ServiceExpiration Date, based upon the benefit levels substantially equal to those that the Company provided for the Employee at the date of the Employee’s Separation from Service; provided, however, that such limitation to 2.99 times these amounts is only applicable to the extent the benefit would otherwise be considered an excess parachute payment because its receipt is contingent on a Change in Control. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 10(a)(1)(ii) net of all income and payroll taxes that would not have been payable by the Employee had he continued participation in the benefit plan or program instead of receiving cash reimbursement. (2) To the extent payments that would be received based on the Employee’s Separation from Service in connection with a Change in Control, or within 12 months after a Change in Control would be considered “excess parachute payments” pursuant to the Code Section 280G, the benefit payment to the Employee under this Agreement, when combined with all other parachute payments to the Employee, shall be the greater of: (i) the Employee’s benefit under the Agreement reduced to the maximum amount payable to the Employee such that when it is aggregated with payments and benefits under all other plans and arrangements it will not result in an “excess parachute payment;” or (ii) the Employee’s benefit under the Agreement after taking into account the amount of the excise tax imposed on the Employee under Code Section 280G due to the benefit payment. The determination of whether any reduction in the rights or payments under this Plan is to apply will be made by the Company in good faith after consultation with the Employee, and such determination will be conclusive and binding on the Employee. The Employee will cooperate in good faith with the Company in making such determination and providing the necessary information for this purpose. (3) “Change in Control” shall be deemed to have occurred if one of the following events takes place:

Change in Control; Involuntary Separation from Service. (1) Notwithstanding any provision herein to the contrary, if the Employee’s employment under this Agreement is terminated by the Company, resulting in a Separation from Service, without the Employee’s prior written consent and for a reason other than Just Cause, in connection with or within 12 months after a Change in Control, as defined in subsection 10(a)(3), the Employee shall be paid (subject to subsection 10(a)(2)) the greater of: (i) The total amount payable under subsection 8(d); or (ii) The product of one 2.00 times the sum of: (A) his base salary in effect as of the date of the Change in Control; (B) an amount equal to any Bonus received by or payable to the Employee in the calendar year prior to the year in which the Change in Control occurs; and (C) cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company of invoices, bills or other proof of payment by the Employee) of obtaining all Employee Benefits (all as defined in subsection 4(a) ), excluding Bonuses which will be paid in accordance with the terms and conditions of the applicable plans or agreementsagreements and excluding pension benefits), all Automobile Benefits (as defined in subsection 4(b)) and professional and club dues the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from Service, based upon the benefit levels substantially equal to those that the Company provided for the Employee at the date of the Employee’s Separation from Service. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 10(a)(1)(ii) net of all income and payroll taxes that would not have been payable by the Employee had he continued participation in the benefit plan or program instead of receiving cash reimbursement. (2) To the extent payments that would be received based on the Employee’s Separation from Service in connection with a Change in Control, Control or within 12 months after a Change in Control would be considered “excess parachute payments” pursuant to the Code Section 280G, the benefit payment to the Employee under this Agreement, when combined with all other parachute payments to the Employee, shall be the greater of: (i) the Employee’s benefit under the Agreement reduced to the maximum amount payable to the Employee such that when it is aggregated with payments and benefits under all other plans and arrangements it will not result in an “excess parachute payment;” or (ii) the Employee’s benefit under the Agreement after taking into account the amount of the excise tax imposed on the Employee under Code Section 280G due to the benefit payment. The determination of whether any reduction in the rights or payments under this Plan is to apply will be made by the Company in good faith after consultation with the Employee, and such determination will be conclusive and binding on the Employee. The Employee will cooperate in good faith with the Company in making such determination and providing the necessary information for this purpose. (3) “Change in Control” shall be deemed to have occurred if one of the following events takes place:

Change in Control; Involuntary Separation from Service. (1) Notwithstanding any provision herein to the contrary, if the Employee’s employment under this Agreement is terminated by the Company, resulting in a Separation from Service, without the Employee’s prior written consent and for a reason other than Just Cause, in connection with or within 12 months after a Change in Control, as defined in subsection 10(a)(3), the Employee shall be paid (subject to subsection 10(a)(2)) the greater of: (i) The total amount payable under subsection 8(d); or (ii) The product of one 2.99 times the sum of: (A) his base salary in effect as of the date of the Change in Control; (B) an amount equal to any Bonus the bonuses received by or payable to the Employee in the calendar year prior to the year in which the Change in Control occurs; and (C) cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company of invoices, bills or other proof of payment by the Employee) of obtaining all Employee Benefits (all as defined in subsection 4(a) excluding Bonuses benefits under the 2011 Omnibus Plan which will be paid in accordance with the terms and conditions of that plan), health insurance premiums for the applicable plans or agreementsEmployee, his spouse and child living in the Employee’s household, best level Medicare supplement insurance available, life insurance (all as described in subsection 4(b)), professional and club dues, the cost of Employee’s continuing legal education requirements (all as described in subsection 4(c)), all Automobile Benefits (as defined in subsection 4(b4(d)) and professional and club dues all other benefits which the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from ServiceExpiration Date, based upon the benefit levels substantially equal to those that the Company provided for the Employee at the date of the Employee’s Separation from Service. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 10(a)(1)(ii) net of all income and payroll taxes that would not have been payable by the Employee had he continued participation in the benefit plan or program instead of receiving cash reimbursement. (2) To the extent payments that would be received based on the Employee’s Separation from Service in connection with a Change in Control, or within 12 months after a Change in Control would be considered “excess parachute payments” pursuant to the Code Section 280G, the benefit payment to the Employee under this Agreement, when combined with all other parachute payments to the Employee, shall be the greater of: (i) the Employee’s benefit under the Agreement reduced to the maximum amount payable to the Employee such that when it is aggregated with payments and benefits under all other plans and arrangements it will not result in an “excess parachute payment;” or (ii) the Employee’s benefit under the Agreement after taking into account the amount of the excise tax imposed on the Employee under Code Section 280G due to the benefit payment. The determination of whether any reduction in the rights or payments under this Plan is to apply will be made by the Company in good faith after consultation with the Employee, and such determination will be conclusive and binding on the Employee. The Employee will cooperate in good faith with the Company in making such determination and providing the necessary information for this purpose. (3) “Change in Control” shall be deemed to have occurred if one of the following events takes place:

Change in Control; Involuntary Separation from Service. (1) Notwithstanding any provision herein to the contrary, if the Employee’s 's employment under this Agreement is terminated by the Company, resulting in a Separation from Service, without the Employee’s 's prior written consent and for a reason other than Just Cause, in connection with or within 12 months after a Change in Control, as defined in subsection 10(a)(3), the Employee shall be paid (subject to subsection 10(a)(2)) the greater of: (i) The total amount payable under subsection 8(d); or (ii) The product of one 2.99 times the sum of: (A) his base salary in effect as of the date of the Change in Control; (B) an amount equal to any Bonus annual discretionary or performance-based incentive bonus received by or payable to the Employee in the calendar year prior to the year in which the Change in Control occurs; and (C) cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company of invoices, bills or other proof of payment by the Employee) of obtaining all Employee Benefits (all as defined in subsection 4(a) ), excluding Bonuses benefits under the 2011 Omnibus Plan which will be paid in accordance with the terms and conditions of that plan and excluding pension benefits), premiums for full supplemental Medicare coverage, at no cost to the applicable plans Employee or agreementshis spouse, at the best level available which shall include prescription drug coverage for both the Employee and his spouse, until the death of the Employee and his spouse, and life insurance (all as described in subsection 4(b)), professional and club dues, the cost of Employee's continuing legal education requirements (all as described in subsection 4(c)), all Automobile Benefits (as defined in subsection 4(b4(d)) and professional and club dues all other benefits which the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from ServiceExpiration Date, based upon the benefit levels substantially equal to those that the Company provided for the Employee at the date of the Employee’s 's Separation from Service; provided, however, that such limitation to 2.99 times these amounts is only applicable to the extent the benefit would otherwise be considered an excess parachute payment because its receipt is contingent on a Change in Control. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 10(a)(1)(ii) net of all income and payroll taxes that would not have been payable by the Employee had he continued participation in the benefit plan or program instead of receiving cash reimbursement. (2) To the extent payments that would be received based on the Employee’s 's Separation from Service in connection with a Change in Control, or within 12 months after a Change in Control would be considered “"excess parachute payments” " pursuant to the Code Section 280G, the benefit payment to the Employee under this Agreement, when combined with all other parachute payments to the Employee, shall be the greater of: (i) the Employee’s 's benefit under the Agreement reduced to the maximum amount payable to the Employee such that when it is aggregated with payments and benefits under all other plans and arrangements it will not result in an “"excess parachute payment;” " or (ii) the Employee’s 's benefit under the Agreement after taking into account the amount of the excise tax imposed on the Employee under Code Section 280G due to the benefit payment. The determination of whether any reduction in the rights or payments under this Plan is to apply will be made by the Company in good faith after consultation with the Employee, and such determination will be conclusive and binding on the Employee. The Employee will cooperate in good faith with the Company in making such determination and providing the necessary information for this purpose. (3) “Change in Control” " shall be deemed to have occurred if one of the following events takes place:

Change in Control; Involuntary Separation from Service. (1) Notwithstanding any provision herein to the contrary, if the Employee’s employment under this Agreement is terminated by the CompanyBank, resulting in a Separation from Service, without the Employee’s prior written consent and for a reason other than Just Cause, in connection with or within 12 months after a Change in Control, as defined in subsection 10(a)(3), the Employee shall be paid (subject to subsection 10(a)(2)) the greater of: (i) The total amount payable under subsection 8(d); or (ii) The product of one times the sum of: (A) his her base salary in effect as of the date of the Change in Control; (B) an amount equal to any Bonus received by or payable to the Employee in the calendar year prior to the year in which the Change in Control occurs; and (C) cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company of invoices, bills or other proof of payment by the Employee) of obtaining all Employee Benefits (all as defined in subsection 4(a) ), excluding Bonuses which will be paid in accordance with the terms and conditions of the applicable plans or agreementsagreements and excluding pension benefits), all Automobile Benefits (as defined in subsection 4(b)) and professional and club dues the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from Service, based upon the benefit levels substantially equal to those that the Company provided for the Employee at the date of the Employee’s Separation from Service. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 10(a)(1)(ii) net of all income and payroll taxes that would not have been payable by the Employee had he she continued participation in the benefit plan or program instead of receiving cash reimbursement. (2) To the extent payments that would be received based on the Employee’s Separation from Service in connection with a Change in Control, or within 12 months after a Change in Control would be considered “excess parachute payments” pursuant to the Code Section 280G, the benefit payment to the Employee under this Agreement, when combined with all other parachute payments to the Employee, shall be the greater of: (i) the Employee’s benefit under the Agreement reduced to the maximum amount payable to the Employee such that when it is aggregated with payments and benefits under all other plans and arrangements it will not result in an “excess parachute payment;” or (ii) the Employee’s benefit under the Agreement after taking into account the amount of the excise tax imposed on the Employee under Code Section 280G due to the benefit payment. The determination of whether any reduction in the rights or payments under this Plan is to apply will be made by the Company Bank in good faith after consultation with the Employee, and such determination will be conclusive and binding on the Employee. The Employee will cooperate in good faith with the Company Bank in making such determination and providing the necessary information for this purpose. (3) “Change in Control” shall be deemed to have occurred if one of the following events takes place: