Common use of CHANGE IN CONTROL OF THE BANK Clause in Contracts

CHANGE IN CONTROL OF THE BANK. (i) In the event of a Change in Control of the Bank (as defined in Paragraph 5(d)(iv) below) and in the event that within ninety (90) days following the consummation of the Change in Control (A) Executive voluntarily terminates his employment with the Bank (or its successors) or (B) the Bank (or its successors) notifies Executive that it elects to terminate Executive's employment with the Bank (or its successors) for any or no reason, then Executive shall promptly be paid a lump sum payment (the "Change of Control Payment") equal to: (1) Two times his then Base Salary; plus (2) An amount equal to two times the Incentive Compensation earned by Executive in respect of the fiscal year immediately preceding the Change in Control, or in the event Incentive Compensation has not been paid yet for such year as of the date of the Change in Control, then an amount equal to two times Executive's Incentive Compensation for the penultimate year prior to the Change in Control or equal to two times the Incentive Benefits Foregone, whichever is greater if no Incentive Compensation has been paid prior to the Change in Control, PROVIDED, HOWEVER, that the total amount of the Change of Control Payment shall not exceed an amount equal to three times the average of the Executive's annualized compensation paid by the Bank and its affiliates which was includible in the Executive's gross income during the most recent five taxable years (or such lesser number of years equal to the number of years Executive was employed by the Bank) ending before the date of the Change of Control (i.e. amounts includible in compensation, including base salary and cash annual incentive prior to any deferred arrangements, and defined as the individual's "base amount" under Section 280G of the Internal Revenue Code of 1986, as amended). Upon such termination, however, Executive shall not be paid any Severance Payment (as defined below) which would otherwise be payable to Executive under this Agreement -- the Change in Control Payment replacing any such Severance Payment. (ii) In the event neither Executive nor the Bank (or its successors) elects to terminate Executive's employment as provided in (i) above within ninety (90) days following a Change in Control, the Bank (or its successor) shall either (A) promptly pay the Change of Control Payment to Executive or (B) offer Executive a new two (2) year employment agreement containing terms no less favorable than the terms of this Agreement existing on the date of the Change in Control. (iii) In the event of a Change in Control and in the event Executive shall elect to terminate his employment as provided in section (i) above for any or no reason, such termination shall not be deemed a breach of this Agreement. (iv) For purposes of this Agreement the term "Change in Control" shall mean:

CHANGE IN CONTROL OF THE BANK. (i) In the event of a Change in Control of the Bank (as defined in Paragraph 5(d)(ivparagraph 5(d)(vi) below) ), and in the event provided that within ninety (90) days following the consummation of the Change in Control (A) Executive does not voluntarily terminates terminate his employment with the Bank (or its successorssuccessor) or within the three (B3) month period following the Bank (or its successors) notifies Executive that it elects to terminate Executive's employment with consummation of the Bank (or its successors) for any or no reasonChange in Control, then Executive shall promptly be paid a lump sum payment (the "Change of in Control Payment") equal to: (1A) Two times his His then Base Salary; plusand (2B) An amount equal to two times the Incentive Compensation earned by Executive in respect of the fiscal year immediately preceding the Change in ControlControl , or in the event Incentive Compensation has not been paid yet for such year as of the date of the Change in Control, then an amount equal to two times Executive's the Incentive Compensation earned by Executive for the penultimate year prior to the Change in Control or equal to two times the Incentive Benefits Foregone, whichever is greater if no Incentive Compensation has been paid prior to the Change in Control, PROVIDED, HOWEVER, that the total amount of the Change of Control Payment shall not exceed an amount equal to three times the average of the Executive's annualized compensation paid by the Bank and its affiliates which was includible in the Executive's gross income during the most recent five taxable years (or such lesser number of years equal to the number of years Executive was employed by the Bank) ending before the date of the Change of Control (i.e. amounts includible in compensation, including base salary and cash annual incentive prior to any deferred arrangements, and defined as the individual's "base amount" under Section 280G of the Internal Revenue Code of 1986, as amended). Upon such termination, however, Executive shall not be paid any Severance Payment (as defined below) which would otherwise be payable to Executive under this Agreement -- the Change in Control Payment replacing any such Severance Payment. (ii) In the event neither Executive nor the Bank (or its successors) elects to terminate Executive's employment as provided in (i) above within ninety (90) days following of a Change in Control, the Bank (or its successor) shall either (A) promptly pay be entitled to terminate Executive's employment under this Agreement at any time within the one year period following the consummation of such Change of in Control Payment to Executive for any or (B) offer Executive no reason, and such termination shall not be deemed a new two (2) year employment agreement containing terms no less favorable than the terms breach of this Agreement existing on Agreement. Executive shall, upon such termination, not be paid any severance payment which would otherwise be payable pursuant to any plan or policy of the date of Bank (or its successor), the Change in ControlControl Payment replacing any such severance payment. (iii) In the event of a Change in Control and in the event Control, Executive shall elect be entitled to terminate his employment as provided at any time within the one year period following the consummation of such Change in section (i) above Control for any or no reason, and such termination shall not be deemed a breach of this Agreement; provided that if Executive terminates his employment prior to the end of the third month following consummation of such Change in Control, Executive shall not be entitled to the Change in Control Payment. (iv) For purposes In the event that prior to the end of this Agreement the term "third month following the consummation of such Change in Control" shall mean:, Executive's employment terminates for a reason other than a voluntary termination (i.

CHANGE IN CONTROL OF THE BANK. (i) In the event of a Change in Control of the Bank (as defined in Paragraph 5(d)(ivparagraph 5(d)(vi) below) ), and in the event provided that within ninety (90) days following the consummation of the Change in Control (A) Executive does not voluntarily terminates terminate his employment with the Bank (or its successorssuccessor) or within the three (B3) month period following the Bank (or its successors) notifies Executive that it elects to terminate Executive's employment with consummation of the Bank (or its successors) for any or no reasonChange in Control, then Executive shall promptly be paid a lump sum payment (the "Change of in Control Payment") equal to: (1A) Two times his then Base Salary; plusand (2B) An amount equal to two times the Incentive Compensation earned by Executive in respect of the fiscal year immediately preceding the Change in ControlControl , or in the event Incentive Compensation has not been paid yet for such year as of the date of the Change in Control, then an amount equal to two times Executive's the Incentive Compensation earned by Executive for the penultimate year prior to the Change in Control or equal to two times the Incentive Benefits Foregone, whichever is greater if no Incentive Compensation has been paid prior to the Change in Control, PROVIDED, HOWEVER, that the total amount of the Change of Control Payment shall not exceed an amount equal to three times the average of the Executive's annualized compensation paid by the Bank and its affiliates which was includible in the Executive's gross income during the most recent five taxable years (or such lesser number of years equal to the number of years Executive was employed by the Bank) ending before the date of the Change of Control (i.e. amounts includible in compensation, including base salary and cash annual incentive prior to any deferred arrangements, and defined as the individual's "base amount" under Section 280G of the Internal Revenue Code of 1986, as amended). Upon such termination, however, Executive shall not be paid any Severance Payment (as defined below) which would otherwise be payable to Executive under this Agreement -- the Change in Control Payment replacing any such Severance Payment. (ii) In the event neither Executive nor the Bank (or its successors) elects to terminate Executive's employment as provided in (i) above within ninety (90) days following of a Change in Control, the Bank (or its successor) shall either (A) promptly pay be entitled to terminate Executive's employment under this Agreement at any time within the one year period following the consummation of such Change of in Control Payment to Executive for any or (B) offer Executive no reason, and such termination shall not be deemed a new two (2) year employment agreement containing terms no less favorable than the terms breach of this Agreement existing on Agreement. Executive shall, upon such termination, not be paid any severance payment which would otherwise be payable pursuant to any plan or policy of the date of Bank (or its successor), the Change in ControlControl Payment replacing any such severance payment. (iii) In the event of a Change in Control and in the event Control, Executive shall elect be entitled to terminate his employment as provided at any time within the one year period following the consummation of such Change in section (i) above Control for any or no reason, and such termination shall not be deemed a breach of this Agreement; provided that if Executive terminates his employment prior to the end of the third month following consummation of such Change in Control, Executive shall not be entitled to the Change in Control Payment. (iv) In the event that prior to the end of the third month following the consummation of such Change in Control, Executive's employment terminates for a reason other than a voluntary termination (i.e. because the Bank or its successor elects to terminate Executive's employment or because of the death or disability of Executive or because Executive terminates his employment for Good Reason), Executive shall be entitled to be paid the Change in Control Payment upon such termination of employment. (v) The Change in Control Payment shall be paid on the earlier of (x) the termination of Executive's employment by the Bank (or its successor) as a result of the Change in Control or (y) at the end of three months following the consummation of such Change in Control. (vi) For purposes of this Agreement the term "Change in "Control" shall mean:

CHANGE IN CONTROL OF THE BANK. (a) Notwithstanding anything contained in Paragraph 7 to the contrary, and subject to the limitations set forth in Paragraphs 11, 12 and 13 below, if: (i) In at the event effective time of or any time within 18 months following a “Change in Control of Control” (as defined below), the Bank terminates Executive’s employment without Cause (as defined in Paragraph 5(d)(iv7(c) above) and such termination occurs prior to the Expiration Date, or (ii) at the effective time of or any time within 18 months following a “Change in Control” (as defined below), a “Termination Event” (as defined below) and in occurs prior to the event that within ninety (90) days following the consummation of the Change in Control (A) Expiration Date and, thereafter, Executive voluntarily terminates his own employment with the Bank (or its successors) or (B) Bank, following the giving of written notice to the Bank (or its successors) notifies Executive that it elects to terminate Executive's employment with and an opportunity for the Bank (to cure or its successorsremedy the Termination Event, in the manner described in Paragraph 8(f) for any or no reasonbelow, then (subject to the limitations set forth herein) Executive shall promptly be entitled to receive from the Bank, and the Bank shall be obligated to pay or cause to be paid a lump sum payment (the "Change of Control Payment") equal to: (1) Two times his then Base Salary; plus (2) An amount equal to two times the Incentive Compensation earned by Executive in respect of the fiscal year immediately preceding the Change in ControlExecutive, or in the event Incentive Compensation has not been paid yet for such year as of the date of the Change in Control, then an amount equal to two 2.99 times Executive's Incentive Compensation for the penultimate year prior to the Change in Control or equal to two times the Incentive Benefits Foregone, whichever is greater if no Incentive Compensation has been paid prior to the Change in Control, PROVIDED, HOWEVER, that the total amount of the Change of Control Payment shall not exceed an amount equal to three times the average of the Executive's annualized compensation paid by the Bank and its affiliates which was includible in the Executive's gross income during the most recent five taxable years (or such lesser number of years equal to the number of years Executive was employed by the Bank) ending before the date of the Change of Control (i.e. amounts includible in compensation, including base salary and cash annual incentive prior to any deferred arrangements, and defined as the individual's "’s “base amount" under ” as that term is defined in Section 280G of the Internal Revenue Code of 1986, as amendedamended (the “Code”). Upon such termination, however, Executive payable in 36 equal monthly installments which shall not be paid any Severance Payment begin within 45 days following the “Termination Date” (as defined below) and be made on the same schedule as Executive’s Base Salary was paid by the Bank during the Term of Employment. In addition, if Executive chooses to exercise his rights to purchase continued individual health, dental or other insurance coverages under the Bank’s group insurance plans pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Bank shall reimburse Executive for the cost of his continued individual insurance coverages for 18 months or, if less, the maximum period during which would otherwise be payable such coverages are available to Executive under COBRA, but not longer than the unexpired Term of Employment hereunder. The above payment shall be in lieu of any other payments provided for in this Agreement -- (including, without limitation, the Change payments provided for in Control Payment replacing Paragraph 7 above), and, with the exception of the above payments, upon any such Severance Payment. (ii) In the event neither Executive nor the Bank (or its successors) elects to terminate Executive's employment as provided in (i) above within ninety (90) days termination following a Change in Control, Executive shall have no further rights, and the Bank (or its successor) shall either (A) promptly pay the Change of Control Payment to Executive or (B) offer Executive a new two (2) year employment agreement containing terms have no less favorable than the terms further obligations, under this Agreement. For purposes of this Agreement existing on Agreement, the “Termination Date” will be the effective date of the Change in Controltermination of Executive’s employment which gives rise to the Bank’s payment obligation under this Paragraph 8. (iii) In the event of a Change in Control and in the event Executive shall elect to terminate his employment as provided in section (i) above for any or no reason, such termination shall not be deemed a breach of this Agreement. (ivb) For purposes of this Agreement Agreement, but only to the extent consistent with the definition of the term "“change in control” under Section 409A of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder, as applicable (“Section 409A”), a “Change in Control" ” shall meanbe deemed to have occurred if, after the Effective Date: (i) any “Person” (for purposes of this Paragraph 8, as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended), directly or indirectly, acquires beneficial ownership of more than 50% of any class of voting securities entitled to vote in the election of directors of the Bank or Bancorp, or in any manner acquires control of the election of a majority of the directors of the Bank or Bancorp (excluding the Bank, Bancorp, any wholly-owned subsidiary of the Bank or Bancorp, or any employee benefit plan sponsored or maintained by the Bank or Bancorp); or (ii) the Bank or Bancorp consolidates or merges with or into another corporation, or otherwise is reorganized, where the Bank or Bancorp is not the resulting or surviving corporation in such transaction, unless the transaction involves only two or more of the Bank, Bancorp or a wholly-owned subsidiary of the Bank or Bancorp; or (iii) all or substantially all the Bank’s or Bancorp’s assets are sold or otherwise transferred to or acquired by any other corporation, association or other person, entity, or group.