Change in Control; Voluntary for Good Reason. Notwithstanding any other provision of this Agreement to the contrary, the Employee may Separate from Service under this Agreement for Good Reason within 12 months following a Change in Control of the Bank or Corporation, as defined in subsection 10(a)(3). In the event that the Employee has a Separation from Service for Good Reason within 12 months following a Change in Control of the Bank or Corporation, the Employee will first deliver to the Company a written notice which will (A) indicate the specific provisions of this Agreement relied upon for such Separation from Service, (B) set forth in reasonable detail the facts and circumstances claimed to provide a basis for such Separation from Service, and (C) describe the steps, actions, events or other items that must be taken, completed or followed by the Company to correct or cure the basis for such Separation from Service. The Company will then have 30 days following the effective date of such notice to fully correct and cure the basis for the Separation from Service. If the Company does not fully correct and cure the basis for the Employee’s Separation from Service within such 30-day period, then the Employee will have the right to Separate from Service with the Company for Good Reason immediately upon delivering to the Company a written Notice of Termination and without any further cure period. Notwithstanding the foregoing, the Company will be entitled to so correct and cure only a maximum of two times during the calendar year. The Employee shall thereupon be entitled to receive the payment described in subsections 10(a)(1), 10(a)(2) and 10(a)(3) of this Agreement, within 30 days. During such 30-day period, the Bank shall not allow the Employee’s participation in any Employee Benefits to lapse and shall continue to provide the Employee with the Automobile Benefits described in subsection 4(b), reimbursement of professional and club dues and the cost of continuing education or professional development. In the event subsection 8(h) applies at the time of the Employee’s termination, the six month suspension period shall not prevent the Employee from continuing to receive reimbursement of health and life insurance premiums for himself, his spouse and any dependent at the level of coverage in place at that time.
