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

Change in Control; Voluntary Termination. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 11(a)(2) hereof, the Employee may voluntarily terminate employment under this Agreement within 12 months following a change in control of the Company, as defined in paragraph (a)(4) of this Section 11, should any of the following events occur and which have not been consented to in advance by the Employee in writing: (i) the requirement that the Employee perform his principal executive functions more than 50 miles from Employee’s primary office as of the date of the change in control; (ii) a material reduction in the Employee’s base compensation as in effect on the date of the change in control or as the same may be changed by mutual agreement from time to time; (iii) any action or inaction that constitutes a material breach by the Company of this Agreement; or (iv) a material reduction in the Employee’s duties, responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with employment with the Company. In any of these cases, the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement within [45] days of the date of the Employee’s termination; provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 11(b); (ii) the Employee provides the Company notice of the existence of an event under this Section 11(b); and (iii) after notice from the Employee of the existence of any event under this Section 11(b), the Company does not remedy the condition within 30 days. Payment under this subsection (b) is in lieu of the payment of any benefits under Section 9 hereof.

Change in Control; Voluntary Termination. Notwithstanding any other ---------------------------------------- provision of this Agreement to the contrary, but subject to Section Sections 11(a)(2), 11(a)(3), and 11(c) hereof, the Employee may voluntarily terminate his employment under this Agreement within 12 months thirty (30) days following a change in control of the Bank or the Company, as defined in paragraph (a)(4Section 11(a)(4) hereof, and be entitled to receive the payment described in Section 11(a)(1) of this Agreement. Alternatively, the Employee may voluntarily terminate his employment under this Agreement within twelve (12) months following such change in control of the Bank or the Company and the Employee shall thereupon be entitled to receive the payment described in Section 11, should 11(a)(1) of this Agreement upon the occurrence of any of the following events occur and events, or within 90 days thereafter, which have has not been consented to in advance by the Employee in writing: (i) the requirement that the Employee perform his principal executive functions more than 50 thirty (30) miles from Employee’s his primary office as of the date of the change in control; (ii) a material reduction in the Employee’s 's base compensation as in effect on the date of the change in control or as the same may be changed by mutual agreement from time to timetime other than in connection with an institution-wide reduction in force; (iii) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any employee benefit in which the Employee is a participant or the taking of any action or inaction that constitutes a material breach by the Company Bank which, directly or indirectly, would materially reduce any of this Agreementsuch benefits or deprive the Employee of any material fringe benefit enjoyed by him at the time of the change in control; or (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced at Section 1; (v) a failure to elect or reelect the Employee to the Board of Directors of the Bank, if the Employee is serving on the Board on the date of the change in control; (vi) a material diminution or reduction in the Employee’s duties, 's responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with his employment with the Company. In any of these cases, Bank if the Employee will receive was serving on the payment under Board on the terms described in Section 11(a)(1) Effective Date or was otherwise elected to the Board during the term of this Agreement within [45] days Agreement; or (vii) a material reduction in the secretarial or other administrative support of the date of the Employee’s termination; provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 11(b); (ii) the Employee provides the Company notice of the existence of other than in connection with an event under this Section 11(b); and (iii) after notice from the Employee of the existence of any event under this Section 11(b), the Company does not remedy the condition within 30 days. Payment under this subsection (b) is institution-wide reduction in lieu of the payment of any benefits under Section 9 hereofforce.

Change in Control; Voluntary Termination. Notwithstanding ---------------------------------------- any other provision of this Agreement to the contrary, but subject to Section 11(a)(2Sections 10(a)(2), 10(c), and 10(e) hereof, the Employee may voluntarily terminate his employment under this Agreement within 12 months thirty (30) days following a change in control of the Company, as defined in paragraph (a)(4) of this Section 1110, should and the Employee shall thereupon be entitled to receive the payment described in Section 10(a)(1) of this Agreement. Alternatively, the Employee may voluntarily terminate his employment under this Agreement within twelve (12) months following such change in control of the Bank or the Company and the Employee shall thereupon be entitled to receive the payment described in Section 10(a)(1) of this Agreement upon the occurrence of any of the following events occur and events, or within 90 days thereafter, which have has not been consented to in advance by the Employee in writing: (i) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 thirty-five (35) miles from Employee’s his primary office as of the date of the change in control; (ii) a material reduction in the Employee’s 's base compensation as in effect on the date of the change in control or as the same may be changed by mutual agreement from time to time; (iii) any action the failure to increase the Employee's salary or inaction that constitutes a material breach by to pay the Company Employee discretionary bonuses pursuant to Sections 2 and 3 of this Agreement; or (iv) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Bank which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him at the time of the change in control; (v) the requirement that the Employee report directly to a person or persons other than the Board; (vi) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced at Section 1; (vii) a failure to elect or reelect the Employee to the Board of Directors of the Bank, if the Employee is serving on the Board on the date of the change in control; (viii) a material diminution or reduction in the Employee’s duties, 's responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with his employment with the Company. In any of these cases, the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement within [45] days of the date of the Employee’s termination; provided: (i) Employee terminates his employment within two years of the initial existence of any event under this Section 11(b); (ii) the Employee provides the Company notice of the existence of an event under this Section 11(b); and (iii) after notice from the Employee of the existence of any event under this Section 11(b), the Company does not remedy the condition within 30 days. Payment under this subsection (b) is in lieu of the payment of any benefits under Section 9 hereofBank.