Common use of Change in Control Payment Clause in Contracts

Change in Control Payment. If there is a Change in Control Termination pursuant to Section 9.2 or Executive resigns after the Action Period pursuant to Section 9.3, Executive shall be paid a lump-sum cash payment (the “Change Payment”) equal to 1.99 times (the “Multiplier”) the sum of (a) Executive’s Salary at the highest rate in effect during the twelve (12) month period immediately preceding Executive’s Termination Date and (b) Executive’s cash bonus(es) paid in the most recent twelve (12) months, such Change Payment to be made to Executive on the date forty-five (45) days after the later of (i) the Termination Date or (ii) the date of the Change in Control; provided, however, that the Bank shall be relieved of its obligation to pay the Change Payment if Executive fails to sign and deliver to the Bank no later than twenty-one (21) days after the Termination Date a General Release and Waiver in the form attached to this Agreement as Exhibit A. To the extent the Executive’s Multiplier is 0.99 and during the Term Executive’s tenure with the Bank is five years or greater, the Multiplier shall change as of such anniversary and be 1.99 as of such date. In addition, and subject to the timely execution and delivery of the General Release and Waiver as aforesaid, Executive shall continue to receive for three (3) years after a Change in Control Termination the benefits provided above under Sections 5.7, 5.8.1 and 5.11. Notwithstanding anything to the contrary in this Section 9.4, (y)any payment pursuant to this Section 9.4 shall be subject to (i) any delay in payment required by Section 10.2 hereof and (ii) any reduction required pursuant to Section 10.1.2 hereof, as applicable and (z) shall not include any equity awards pursuant to Section 5.13 above or otherwise.

Change in Control Payment. If there is a Change in Control Termination pursuant to Section 9.2 or Executive resigns after the Action Period pursuant to Section 9.3, Executive shall be paid a lump-sum cash payment (the “Change Payment”) equal to 1.99 0.99 times (the “Multiplier”) the sum of (a) Executive’s Salary at the highest rate in effect during the twelve (12) month period immediately preceding Executive’s Termination Date and (b) Executive’s cash bonus(es) paid in the most recent twelve (12) months, such Change Payment to be made to Executive on the date forty-five (45) days after the later of (i) the Termination Date or (ii) the date of the Change in Control; provided, however, that the Bank shall be relieved of its obligation to pay the Change Payment if Executive fails to sign and deliver to the Bank no later than twenty-one (21) days after the Termination Date a General Release and Waiver in the form attached to this Agreement as Exhibit A. To the extent the Executive’s Multiplier is 0.99 and during the Term Executive’s tenure with the Bank is five years or greater, the Multiplier shall change as of such anniversary and be 1.99 as of such date. In addition, and subject to the timely execution and delivery of the General Release and Waiver as aforesaid, Executive shall continue to receive for three (3) years after a Change in Control Termination the benefits provided above under Sections 5.7, 5.8.1 and 5.11. Notwithstanding anything to the contrary in this Section 9.4, (y)any payment pursuant to this Section 9.4 shall be subject to (i) any delay in payment required by Section 10.2 hereof and (ii) any reduction required pursuant to Section 10.1.2 hereof, as applicable and (z) shall not include any equity awards pursuant to Section 5.13 above or otherwise.

Change in Control Payment. If there is a Change in Control Termination pursuant to Section 9.2 or Executive resigns after the Action Period pursuant to Section 9.3, Executive shall be paid a lump-sum cash payment (the “Change Payment”) equal to 1.99 .99 times (the “Multiplier”) the sum of (a) Executive’s Salary at the highest rate in effect during the twelve (12) month period immediately preceding Executive’s Termination Date and (b) Executive’s cash bonus(es) paid in the most recent twelve (12) months, such Change Payment to be made to Executive on the date forty-five (45) days after the later of (i) the Termination Date or (ii) the date of the Change in Control; provided, however, that the Bank shall be relieved of its obligation to pay the Change Payment if Executive fails to sign and deliver to the Bank no later than twenty-one (21) days after the Termination Date a General Release and Waiver in the form attached to this Agreement as Exhibit A. To the extent the Executive’s Multiplier is 0.99 and during the Term Executive’s tenure with the Bank is five years or greater, the Multiplier shall change as of such anniversary and be 1.99 as of such date. In addition, and subject to the timely execution and delivery of the General Release and Waiver as aforesaid, Executive shall continue to receive for three (3) years after a Change in Control Termination the benefits provided above under Sections 5.7, 5.8.1 and 5.11. Notwithstanding anything to the contrary in this Section 9.4, (y)any payment pursuant to this Section 9.4 shall be subject to (i) any delay in payment required by Section 10.2 hereof and (ii) any reduction required pursuant to Section 10.1.2 hereof, as applicable and (z) shall not include any equity awards pursuant to Section 5.13 above or otherwise.

Change in Control Payment. If there is a Change in Control Termination pursuant to Section 9.2 or Executive resigns after the Action Period pursuant to Section 9.39.2, Executive shall be paid a lump-sum cash payment (the “Change Payment”) equal to to: (a) 1.99 times (the “Multiplier”) the sum of (ai) Executive’s Salary at the highest rate in effect during the twelve (12) month period immediately preceding Executive’s Termination Date Date, and (ii) the greater of the (a) average cash bonuses (incentive plan and discretionary) earned in the prior three (3) calendar years, or (b) the cash incentive (incentive plan and discretionary) that would be paid or payable to the Executive receiving the annual incentive at target for the Bank’s fiscal year in which the Change in Control Termination occurs (or for the prior fiscal year if the incentive opportunity has not yet been determined), as if the Executive and the Bank were to satisfy all applicable performance-related conditions, plus (b) thirty-six (36) times Executive’s cash bonus(esfull total monthly premium (i.e., Executive’s portion and the Bank’s portion) paid in the most recent twelve (12) monthsof Executive’s health, dental and vision insurance premiums, with such Change Payment to be made to Executive on the date forty-five (45) days after the later of (i) the Termination Date or (ii) the date of the Change in Control; provided, however, that the Bank shall be relieved of its obligation to pay the Change Payment if Executive fails to sign and deliver to fulfill the Bank no later than twenty-one (21) days after the Termination Date a General Release and Waiver in the form attached to this Agreement as Exhibit A. To the extent the Executive’s Multiplier is 0.99 and during the Term Executive’s tenure with the Bank is five years or greater, the Multiplier shall change as of such anniversary and be 1.99 as of such date. In addition, and subject to the timely execution and delivery of the General Release and Waiver as aforesaid, Executive shall continue to receive for three (3) years after a Change in Control Termination the benefits provided above under Sections 5.7, 5.8.1 and 5.11Requirement. Notwithstanding anything to the contrary in this Section 9.49.3, (y)any x) any payment pursuant to this Section 9.4 9.3 shall be subject to (i) any delay in payment required by Section 10.2 hereof and (ii) any reduction required pursuant to Section 10.1.2 10.1 hereof, as applicable and applicable, (zy) shall not include any equity awards pursuant to Section 5.13 5.12 above or otherwise, and (z) any amounts payable pursuant to this Section 9.3 shall be reduced by any amount paid or payable as the result of a termination without Cause under Section 7.7, if that termination without Cause under Section 7.7 becomes a Change in Control Termination (i.e., because the Change in Control occurs within one hundred twenty (120) days after the termination without Cause).

Change in Control Payment. If there is In the event a Terminating Event occurs within 12 months after a Change in Control Termination pursuant to Section 9.2 or Executive resigns after Control, the Action Period pursuant to Section 9.3, Executive following shall be paid a lump-sum cash payment (the “Change Payment”) equal to 1.99 times (the “Multiplier”) the sum of occur: (a) Executive’s Salary at the highest rate in effect during Employers shall pay to the twelve (12) month period immediately preceding Executive’s Termination Date and (b) Executive’s cash bonus(es) paid in Executive an amount equal to the most recent twelve (12) months, such Change Payment to be made to Executive on the date forty-five (45) days after the later sum of (i) the Termination Date Executive’s annual base salary in effect immediately prior to the Terminating Event (or the Executive’s annual base salary in effect immediately prior to the Change in Control, if higher) and (ii) the date greater of Executive’s target cash bonus for the year of termination or the Executive’s highest cash bonus earned in the three years preceding the Change in Control, payable in one lump-sum payment no later than three days following the Date of Termination; and (b) subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Executive shall continue to participate in the Employers’ group health, dental and vision program for 12 months; provided, however, that the Bank continuation of health benefits under this Section shall be relieved of its obligation to pay the Change Payment if Executive fails to sign reduce and deliver to the Bank no later than twenty-one (21) days after the Termination Date a General Release and Waiver in the form attached to this Agreement as Exhibit A. To the extent count against the Executive’s Multiplier is 0.99 and during rights under the Term Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). (c) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s tenure with separation from service within the Bank is five years or greatermeaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Multiplier shall change as Executive is considered a “specified employee” within the meaning of such anniversary and be 1.99 as Section 409A(a)(2)(B)(i) of such date. In additionthe Code, and if any payment or benefit that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to the timely execution interest, penalties and delivery additional tax imposed pursuant to Section 409A(a) of the General Release Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable or benefit shall be provided prior to the date that is the earlier of (i) six months and Waiver one day after the Executive’s separation from service, or (ii) the Executive’s death. The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. The parties agree that this Agreement may be amended, as aforesaidreasonably requested by either party, Executive shall continue and as may be necessary to receive for three (3) years after a Change fully comply with Section 409A of the Code and all related rules and regulations in Control Termination order to preserve the payments and benefits provided above under Sections 5.7, 5.8.1 and 5.11hereunder without additional cost to either party. Notwithstanding anything to the contrary in this Section 9.4, (y)any payment pursuant to this Section 9.4 shall be subject to (i) any delay in payment required by Section 10.2 hereof and (ii) any reduction required pursuant to Section 10.1.2 hereof, as applicable and (z) shall not include any equity awards pursuant to Section 5.13 above or otherwise.this

Change in Control Payment. If there is a Change in Control Termination pursuant to Section 9.2 or Executive Xxxxxx resigns after the Action Period pursuant to Section 9.3, Executive Xxxxxx shall be paid a lump-sum cash payment (the “Change Payment”) equal to 1.99 times (the “Multiplier”) the sum of (a) Executive’s Salary Xxxxxx’ Retainer Compensation at the highest rate in effect during the twelve (12) month period immediately preceding Executive’s his Termination Date and (b) Executive’s Xxxxxx’ cash bonus(es) paid in the most recent twelve (12) months, such Change Payment to be made to Executive on the date Xxxxxx within forty-five (45) days after the later of (i) the his Termination Date or (ii) the date of the Change in Control, the exact date of payment to be determined in the sole discretion of the Bank and Bancorp; provided, however, that the Bank shall be relieved of its obligation to pay the Change Payment if Executive Xxxxxx fails to sign and deliver to the Bank no later than twenty-one (21) days after the Termination Date a General Release and Waiver in the form attached to this Agreement as Exhibit A. To the extent the Executive’s Multiplier is 0.99 and during the Term Executive’s tenure with the Bank is five years or greater, the Multiplier shall change as of such anniversary and be 1.99 as of such date. In addition, and subject to the timely execution and delivery of the General Release and Waiver as aforesaid, Executive Xxxxxx shall continue to receive for three (3) years after a Change in Control Termination the benefits fixed income reimbursements provided above under Sections 5.7, 5.8.1 and 5.11Section 5.3. Notwithstanding anything to the contrary in this Section 9.4, (y)any payment pursuant to this Section 9.4 shall be subject to (i) any delay in payment required by Section 10.2 hereof and (ii) any reduction required pursuant to Section 10.1.2 hereof, as applicable and (z) shall not include any equity awards pursuant paid to Section 5.13 above or otherwiseXxxxxx.