Common use of Change in Control; Involuntary Termination Clause in Contracts

Change in Control; Involuntary Termination. (1) Notwithstanding any provision herein to the contrary, if the Employee’s employment under this Agreement is terminated by the Bank, without the Employee’s prior written consent and for a reason other than Just Cause, in connection with or within twelve (12) months after any Change in Control of the Bank or the Company, the Employee shall, subject to paragraph (2) of this Section 10(a), be paid an amount equal to three (3) times the sum of (i) the Employee’s Base Salary provided pursuant to Section 2 hereof, as in effect on the date of such Change in Control, and (ii) the highest rate of bonus awarded to the Employee at any time during the prior three years. In addition, the Bank shall cause to be continued life insurance, non-taxable medical and dental coverage, and disability coverage substantially identical to the coverage maintained by the Bank for the Employee prior to her termination, for a period of thirty-six months from the date of termination. The Employee shall also be entitled to a lump-sum payment in an amount equal to the present value of the Bank’s contributions that would have been made on the Employee’s behalf under the Bank’s tax-qualified retirement plans (including the 401(k) Plan, the profit sharing plan and the employee stock ownership plan) if she had continued working for the Bank for a thirty-six (36) month period following her termination of employment, earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement and making the maximum amount of employee contributions permitted, if any, under such plans.Upon termination of employment following a Change in Control, the Employee will immediately vest in any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to her. All amounts payable to the Employee in cash shall be paid in one lump sum (adjusted for the present value of such accelerated payment) within thirty (30) days of such termination or if the Employee is a Specified Employee (within the meaning of Treasury Regulations §1.409A-1(i)) on the first day of the seventh month following the Employee’s termination of employment. Exhibit 99

Change in Control; Involuntary Termination. (1) Notwithstanding any provision herein to the contrary, if the Employee’s employment under this Agreement is terminated by the Bank, without the Employee’s prior written consent and for a reason other than Just Cause, in connection with or within twelve (12) months after any Change in Control of the Bank or the Company, the Employee shall, subject to paragraph (2) of this Section 10(a), be paid an amount equal to three (3) times the sum of (i) the Employee’s Base Salary provided pursuant to Section 2 hereof, as in effect on the date of such Change in Control, and (ii) the highest rate of bonus awarded to the Employee at any time during the prior three years. In addition, the Bank shall cause to be continued life insurance, non-taxable medical and dental coverage, and disability coverage substantially identical to the coverage maintained by the Bank for the Employee prior to her termination, for a period of thirty-six months from the date of termination. The Employee shall also be entitled to a lump-lump sum payment in an amount equal to the present value of the Bank’s contributions that would have been made on the Employee’s behalf under the Bank’s tax-qualified retirement plans (including the 401(k) Plan, the profit sharing plan and the employee stock ownership plan) if she he had continued working for the Bank for a thirty-six (36) month period following her his termination of employment, employment earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement and making the maximum amount of employee contributions permitted, if any, under such plans.Upon termination of employment following a Change in Control, the Employee will immediately vest in any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to herhim. All amounts payable to the Employee in cash shall be paid in one lump sum (adjusted for the present value of such accelerated payment) within thirty (30) days of following such termination termination, or if the Employee is a Specified Employee (within and the meaning of Treasury Regulations §1.409A-1(i)) following is required by Code Section 409A, on the first business day of the seventh month following Separation from Service. In the Employee’s event of termination of employment following a Change in Control, Employee shall have continued use of an automobile provided by the Bank and shall also receive reimbursement for his membership fees and expenses associated with his use of the Midlothian Country Club for a period of thirty-six (36) months following termination of employment. Exhibit 99Reimbursement of any automobile expenses and country club dues to employee by the Bank shall be permitted provided that the amount of expenses and dues paid in a calendar year that are eligible for reimbursement equals only the amount actually expended during such calendar year, and the maximum amount available for reimbursement in any calendar year will not be increased or decreased to reflect the amount expended or reimbursed in a prior or subsequent calendar year, and further, any reimbursement must be paid to the Employee by December 31 of the calendar year following the year in which the Employee pays such automobile expenses and country club fees and expenses.

Change in Control; Involuntary Termination. (1) Notwithstanding any provision herein to the contrary, if the Employee’s employment under this Agreement is terminated by the Bank, without the Employee’s prior written consent and for a reason other than Just Cause, in connection with or within twelve (12) months after any Change in Control of the Bank or the Company, the Employee shall, subject to paragraph (2) of this Section 10(a), be paid an amount equal to three (3) times the sum of (i) the Employee’s Base Salary provided pursuant to Section 2 hereof, as in effect on the date of such Change in Control, and (ii) the highest rate of bonus awarded to the Employee at any time during the prior three years. In addition, the Bank shall cause to be continued life insurance, non-taxable medical and dental coverage, and disability coverage substantially identical to the coverage maintained by the Bank for the Employee prior to her termination, for a period of thirty-six months from the date of termination. The Employee shall also be entitled to a lump-lump sum payment in an amount equal to the present value of the Bank’s contributions that would have been made on the Employee’s behalf under the Bank’s tax-qualified retirement plans (including the 401(k) Plan, the profit sharing plan and the employee stock ownership plan) if she he had continued working for the Bank for a thirty-six (36) month period following her his termination of employment, employment earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement and making the maximum amount of employee contributions permitted, if any, under such plans.Upon termination of employment following a Change in Control, the Employee will immediately vest in any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to herhim. All amounts payable to the Employee in cash shall be paid in one lump sum (adjusted for the present value of such accelerated payment) within thirty (30) days of following such termination termination, or if the Employee is a Specified Employee (within and the meaning of Treasury Regulations §1.409A-1(i)) following is required by Code Section 409A, on the first business day of the seventh month following Separation from Service. In the Employee’s event of termination of employment following a Change in Control, Employee shall have continued use of an automobile provided by the Bank and shall also receive reimbursement for his membership fees and expenses associated with his use of the Midlothian Country Club for a period of twenty-four (24) months following termination of employment. Exhibit 99.

Change in Control; Involuntary Termination. (1) Notwithstanding any provision herein to the contrary, if the Employee’s employment under this Agreement is terminated by the Bank, without the Employee’s prior written consent and for a reason other than Just Cause, in connection with upon the occurrence of or within twelve twenty-four (1224) months after any Change in Control of the Bank or the Company, the Employee shall, subject to paragraph (2) of this Section 10(a), be paid an amount equal to three (3) times the sum of (i) the Employee’s Base Salary provided pursuant to Section 2 hereof, as in effect on the date of such Change in Control, and (ii) the highest rate of bonus awarded to the Employee at any time during the prior three five (5) years. In addition, the Bank shall cause to be continued life insurance, non-taxable medical and dental coverage, and disability coverage substantially identical to the coverage maintained by the Bank for the Employee prior to her termination, for a period of thirty-six months from the date of termination. The Employee shall also be entitled to a lump-lump sum payment in an amount equal to the present value (calculated using a discount rate of equal to 120% of the applicable Federal rate determined under Section 1274(d) of the Code, compounded semi-annually) of the Bank’s contributions that would have been made on the Employee’s behalf under the Bank’s tax-qualified retirement plans (including the 401(k) Plan, the profit sharing plan and the employee stock ownership plan) if she he had continued working for the Bank for a thirty-six (36) month period following her his termination of employment, employment earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement and making the maximum amount of employee contributions permitted, if any, under such plans.. Upon such qualifying termination of employment following a Change in Control, the Employee will also immediately vest in any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to herhim and Employee shall be entitled to the continued health benefits set forth in Section 4(a) hereof. All amounts payable to the Employee in cash shall be paid in one lump sum (adjusted for the present value of such accelerated payment) within thirty (30) days of such termination or if the Employee is a Specified Employee (within the meaning of Treasury Regulations §1.409A-1(i)) on the first day of the seventh month following the Employee’s date of termination. Moreover, in the event of such qualifying termination of employment. Exhibit 99employment occurring on or after a Change in Control, the Bank shall transfer ownership to Employee of the automobile provided for Employee’s use in effect as of his date of termination, free and clear of all liens, at no cost to Employee within thirty (30) days following such termination.

Change in Control; Involuntary Termination. (1) Notwithstanding any provision herein to the contrary, if the Employee’s employment under this Agreement is terminated by the Bank, without the Employee’s prior written consent and for a reason other than Just Cause, in connection with or within twelve (12) months after any Change in Control of the Bank or the Company, the Employee shall, subject to paragraph (2) of this Section 10(a), be paid an amount equal to three (3) times the sum of (i) the Employee’s Base Salary provided pursuant to Section 2 hereof, as in effect on the date of such Change in Control, and (ii) the highest rate of bonus awarded to the Employee at any time during the prior three years. In addition, the Bank shall cause to be continued life insurance, non-taxable medical and dental coverage, and disability coverage substantially identical to the coverage maintained by the Bank for the Employee prior to her termination, for a period of thirty-six months from the date of termination. The Employee shall also be entitled to a lump-sum payment in an amount equal to the present value of the Bank’s contributions that would have been made on the Employee’s behalf under the Bank’s tax-qualified retirement plans (including the 401(k) Plan, the profit sharing plan and the employee stock ownership plan) if she had continued working for the Bank for a thirty-six (36) month period following her termination of employment, earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement and making the maximum amount of employee contributions permitted, if any, under such plans.. Upon termination of employment following a Change in Control, the Employee will immediately vest in any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to her. All amounts payable to the Employee in cash shall be paid in one lump sum (adjusted for the present value of such accelerated payment) within thirty (30) days of such termination or if the Employee is a Specified Employee (within the meaning of Treasury Regulations §1.409A-1(i)) on the first day of the seventh month following the Employee’s termination of employment. Exhibit 99

Change in Control; Involuntary Termination. (1) Notwithstanding any provision herein to the contrary, if the Employee’s employment under this Agreement is terminated by the Bank, without the Employee’s prior written consent and for a reason other than Just Cause, in connection with or within twelve (12) months after any Change in Control of the Bank or the Company, the Employee shall, subject to paragraph (2) of this Section 10(a), be paid an amount equal to three (3) times the sum of (i) the Employee’s Base Salary provided pursuant to Section 2 hereof, as in effect on the date of such Change in Control, and (ii) the highest rate of bonus awarded to the Employee at any time during the prior three years. In addition, the Bank shall cause to be continued life insurance, non-taxable medical and dental coverage, and disability coverage substantially identical to the coverage maintained by the Bank for the Employee prior to her termination, for a period of thirty-six months from the date of termination. The Employee shall also be entitled to a lump-lump sum payment in an amount equal to the present value of the Bank’s contributions that would have been made on the Employee’s behalf under the Bank’s tax-qualified retirement plans (including the 401(k) Plan, the profit sharing plan and the employee stock ownership plan) if she he had continued working for the Bank for a thirty-six (36) month period following her his termination of employment, employment earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement and making the maximum amount of employee contributions permitted, if any, under such plans.Upon termination of employment following a Change in Control, the Employee will immediately vest in any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to herhim. All amounts payable to the Employee in cash shall be paid in one lump sum (adjusted for the present value of such accelerated payment) within thirty (30) days of following such termination termination, or if the Employee is a Specified Employee (within and the meaning of Treasury Regulations §1.409A-1(i)) following is required by Code Section 409A, on the first business day of the seventh month following Separation from Service. In the Employee’s event of termination of employment following a Change in Control, Employee shall have continued use of an automobile provided by the Bank and shall also receive reimbursement for his membership fees and expenses associated with his use of the Midlothian Country Club for a period of thirty-six (36) months following termination of employment. Exhibit 99.

Change in Control; Involuntary Termination. (1) Notwithstanding any provision herein to the contrary, if the Employee’s employment under this Agreement is terminated by the Bank, without the Employee’s prior written consent and for a reason other than Just Cause, in connection with or within twelve (12) months after any Change in Control of the Bank or the Company, the Employee shall, subject to paragraph (2) of this Section 10(a), be paid an amount equal to three (3) times the sum of (i) the Employee’s Base Salary provided pursuant to Section 2 hereof, as in effect on the date of such Change in Control, and (ii) the highest rate of bonus awarded to the Employee at any time during the prior three years. In addition, the Bank shall cause to be continued life insurance, non-taxable medical and dental coverage, and disability coverage substantially identical to the coverage maintained by the Bank for the Employee prior to her termination, for a period of thirty-six months from the date of termination. The Employee shall also be entitled to a lump-lump sum payment in an amount equal to the present value of the Bank’s contributions that would have been made on the Employee’s behalf under the Bank’s tax-qualified retirement plans (including the 401(k) Plan, the profit sharing plan and the employee stock ownership plan) if she he had continued working for the Bank for a thirty-six (36) month period following her his termination of employment, employment earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement and making the maximum amount of employee contributions permitted, if any, under such plans.. Upon termination of employment following a Change in Control, the Employee will immediately vest in any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to herhim. All amounts payable to the Employee in cash shall be paid in one lump sum (adjusted for the present value of such accelerated payment) within thirty (30) days of following such termination termination, or if the Employee is a Specified Employee and the following is required by Code Section 409A, on the first business day of the seventh month following Separation from Service. In the event of termination of employment following a Change in Control, Employee shall have continued use of the automobile provided by the Bank with such automobile allowance as was provided during the most recently completed 12 month period ending on the last day of the month prior to termination of employment and shall continue to receive payment for his Midlothian Country Club for a period of thirty-six (within 36) months following termination of employment, provided, however that if required by Code Section 409A, no reimbursement for Country Club expenses nor payment of any automobile allowance shall occur during the meaning of Treasury Regulations §1.409A-1(i)) first six months following Employee’s Separation from Service. All reimbursements withheld during such period shall be paid to Employee on the first day of the seventh month following the his Separation from Service. Employee’s termination use of employmentthe automobile can continue during such first six month period, provided that the aggregate value of such use does not exceed Five Thousand Dollars ($5,000.00). Exhibit 99Following said thirty-six (36) month period, the Employee shall be permitted to purchase the automobile for its then fair market value.

Change in Control; Involuntary Termination. (1) Notwithstanding any provision herein to the contrary, if the Employee’s employment under this Agreement is terminated by the Bank, without the Employee’s prior written consent and for a reason other than Just Cause, in connection with or within twelve (12) months after any Change in Control of the Bank or the Company, the Employee shall, subject to paragraph (2) of this Section 10(a), be paid an amount equal to three (3) times the sum of (i) the Employee’s Base Salary provided pursuant to Section 2 hereof, as in effect on the date of such Change in Control, and (ii) the highest rate of bonus awarded to the Employee at any time during the prior three years. In addition, the Bank shall cause to be continued life insurance, non-taxable medical and dental coverage, and disability coverage substantially identical to the coverage maintained by the Bank for the Employee prior to her termination, for a period of thirty-six months from the date of termination. The Employee shall also be entitled to a lump-sum payment in an amount equal to the present value of the Bank’s contributions that would have been made on the Employee’s behalf under the Bank’s tax-qualified retirement plans (including the 401(k) Plan, the profit sharing plan and the employee stock ownership plan) if she had continued working for the Bank for a thirty-six (36) month period following her termination of employment, earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement and making the maximum amount of employee contributions permitted, if any, under such plans.Upon termination of employment following a Change in Control, the Employee will immediately vest in any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to her. All amounts payable to the Employee in cash shall be paid in one lump sum (adjusted for the present value of such accelerated payment) within thirty (30) days of such termination or if the Employee is a Specified Employee (within the meaning of Treasury Regulations §1.409A-1(i)) on the first day of the seventh month following the Employee’s termination of employment. Exhibit 99.

Change in Control; Involuntary Termination. (1) Notwithstanding any provision herein to the contrary, if the Employee’s employment under this Agreement is terminated by the Bank, without the Employee’s prior written consent and for a reason other than Just Cause, in connection with or within twelve (12) months after any Change in Control of the Bank or the Company, the Employee shall, subject to paragraph (2) of this Section 10(a), be paid an amount equal to three (3) times the sum of (i) the Employee’s Base Salary provided pursuant to Section 2 hereof, as in effect on the date of such Change in Control, and (ii) the highest rate of bonus awarded to the Employee at any time during the prior three years. In addition, the Bank shall cause to be continued life insurance, non-taxable medical and dental coverage, and disability coverage substantially identical to the coverage maintained by the Bank for the Employee prior to her termination, for a period of thirty-six months from the date of termination. The Employee shall also be entitled to a lump-lump sum payment in an amount equal to the present value of the Bank’s contributions that would have been made on the Employee’s behalf under the Bank’s tax-qualified retirement plans (including the 401(k) Plan, the profit sharing plan and the employee stock ownership plan) if she he had continued working for the Bank for a thirty-six (36) month period following her his termination of employment, employment earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement and making the maximum amount of employee contributions permitted, if any, under such plans.. Upon termination of employment following a Change in Control, the Employee will immediately vest in any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to herhim. All amounts payable to the Employee in cash shall be paid in one lump sum (adjusted for the present value of such accelerated payment) within thirty (30) days of following such termination termination, or if the Employee is a Specified Employee (within and the meaning of Treasury Regulations §1.409A-1(i)) following is required by Code Section 409A, on the first business day of the seventh month following Separation from Service. In the Employee’s event of termination of employment following a Change in Control, Employee shall have continued use of an automobile provided by the Bank and shall also receive reimbursement for his membership fees and expenses associated with his use of the Midlothian Country Club for a period of twenty-four (24) months following termination of employment. Exhibit 99.