Common use of Change of Control Benefits Clause in Contracts

Change of Control Benefits. (i) If Executive's employment with the Company and its Subsidiaries is terminated at any time within the two years following a Change of Control by the Company and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by the Company and any of its Subsidiaries without Cause in connection with or in anticipation of a Change of Control, Executive shall be entitled to the benefits provided hereafter in Sections 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentence, in the event of any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 14, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

Change of Control Benefits. (i) If Executive's employment with the Company and its Subsidiaries is terminated at any time within the two years following a Change of Control by the Company and any of its Subsidiaries without Cause Cause, or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by the Company and any (i) at the request of its Subsidiaries without Cause a party (other than the Company or SCL) involved in the Change of Control or (ii) otherwise in connection with or in anticipation of a Change of ControlControl that subsequently occurs, Executive shall be entitled to the benefits provided hereafter in Sections this Section 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentenceforegoing, in the event there is another agreement (e.g. an employment agreement) between the Company and Executive in effect upon the Termination Date, which agreement by its terms provides for termination payments or benefits, under the applicable circumstances (whether or not in connection with a change of control), that are greater than the applicable payments and benefits provided in any of subsections (a) through (g) of this 2 2 Section 3 (the "Other Benefits"), then Executive shall receive the Other Benefits in lieu of any payments or benefits under such terminationsubsection. For example, if Executive shall continue to receive Executive's Base Salary at is covered by an employment agreement that provides for a higher amount of cash severance, in the annual rate event Executive is terminated by the Company without Cause, than that provided by Section 3(a) hereof, such higher amount of cash severance would be payable in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date lieu of the anticipated Change of Controlcash severance set forth in Section 3(a), provided, however that such Base Salary but the payments and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that benefits set forth in Section 3(b) through (g) would have resulted in the anticipated Change of Control terminates, whichever is remain applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 1412, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

Change of Control Benefits. If Employee is employed by the Company on the COC Effective Date and this Agreement is terminated on or before the six-month anniversary of the COC Effective Date by the Company without Cause in accordance with Section 6(c) or by Employee for Good Reason in accordance with Section 6(d), then the Company shall have no further obligation to Employee under this Agreement or otherwise, except the Company shall provide Employee with the Accrued Obligations in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Change-in-Control Benefits”) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) If Executive's employment with an amount equal to two times the sum of the Base Salary in effect immediately before the Termination Date plus two times the sum of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 8 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “COC Pay”); and (ii) during the 6-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to COBRA or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and its Subsidiaries is terminated at any time within continue such coverage under COBRA and the two years following a Change employee contribution amount that active employees of Control by the Company and any of its Subsidiaries without Cause pay for the same or by Executive similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date")group health insurance coverage, Executive shall be entitled toif any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after the Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The COC Pay shall be required paid to provide, subject to Executive's execution of the Employee in a general release in favor lump sum within 60 days of the Termination Date; provided, however, that no COC Pay shall be paid to the Employee unless the Company substantially in receives, on or within 55 days after the form attached hereto Termination Date, an executed and fully effective copy of the Release (as Exhibit A (the "Release"defined below), the payments and benefits provided hereafter in . Any COBRA reimbursements due under this Section 3 and as set forth in this Agreement. If Executive's employment shall be made by the Company and any last day of its Subsidiaries is terminated prior to a Change of Control the month following the month in which the applicable premiums were paid by the Company and any Employee. For the avoidance of its Subsidiaries without Cause in connection with or in anticipation of a Change of Controldoubt, Executive Employee shall not be entitled to the benefits provided hereafter in Sections 3 and 4 and as otherwise set forth in Change-of-Control Benefits if this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed Agreement is terminated (i) due to have occurred immediately following Employee’s death; (ii) by the Change of Control. Notwithstanding Company due to Employee’s Inability to Perform; (iii) by the preceding sentence, in the event of any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination Company for Cause; (but not less than the annual rate in effect on the date of this Agreementiv) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control by Employee without Good Reason; or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given (v) by non-renewal by Employee in accordance with Section 14, Sections 4(b) and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date6(f).

Change of Control Benefits. (ia) If Executive's employment with In the Company and its Subsidiaries is terminated event that, at any time within during the two years following Executive’s employment under this Agreement, the Company and/or TS Corp experiences a Change of Control by the Company (as hereinafter defined) and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to experiences a Change of Control by the Company and any of its Subsidiaries without Cause Position Modification (as hereinafter defined) in connection with or in anticipation of a such Change of ControlControl then, provided that Executive shall have executed a release in form and substance acceptable to the Company, and subject to the other terms and conditions contained in this Agreement, the Executive shall be entitled to receive a lump sum payment in an amount equal to two (2) times the benefits provided hereafter Executive’s then current annual Total Cash Compensation as severance pay, in Sections 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change recognition of Control actually occurs, and Executive's Termination Date shall be deemed his contributions leading up to have occurred immediately following the Change of Control. Notwithstanding Such lump sum payment shall be reduced by the preceding sentencegross amount of severance, if any, received by the Executive pursuant to Section 5 of this Agreement prior to the date of payment under this Section 11. For purposes of determining severance pursuant to this Section 11(a), the Total Cash Compensation shall be calculated based on the Executive’s current Base Salary as of the effective date of his termination (without giving effect to any reduction in Base Salary which gave rise to the event of any such Good Reason termination, Executive if applicable), and the full Target Annual Bonus for the relevant year. This severance pay shall continue to receive be paid no later than thirty (30) days after the effective date of the Change of Control or, if later, the Change of Control Position Modification, except as otherwise specified under Section 11(c). In addition, vesting in all of Executive's Base Salary at the annual rate in effect ’s unvested Award Shares shall be accelerated such that Executive’s then unvested Award Shares shall become vested immediately prior to the effective date of Executive’s termination, subject to the terms and conditions of the applicable Plan and other agreements. In addition, to the extent that the Executive qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Company shall pay the COBRA premiums until the earlier of (A) such termination time as the Executive obtains alternative employment and becomes eligible for health insurance through his new employer and (but not less than the annual rate in effect on B) eighteen (18) months following the date of his termination. The severance provisions under this Section 11 shall supersede, and not be in duplication of, the severance provisions contained in Section 5(e), except as otherwise specified under Section 11(c). (b) For purposes of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 14, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and following terms shall have the Termination Date.following meanings:

Change of Control Benefits. (i) Upon the occurrence of a Change of Control during the Term, any time periods, conditions or contingencies relating to the exercise or realization of, or lapse of restrictions under, any outstanding equity incentive award then held by Executive shall be automatically accelerated or waived effective as of the date of the Change of Control; provided, however, that in the event any such outstanding equity incentive award is replaced as of the occurrence of the Change of Control by comparable types of awards of greater or at least substantially equivalent value, as determined in the sole discretion of the administrator of the equity incentive award plan under which the outstanding award was granted, no such automatic acceleration or waiver shall occur, except to the extent the administrator of the applicable equity incentive award plan, in its sole discretion, provides for such acceleration or waiver, or unless such acceleration or waiver is expressly provided for in connection with such replacement or under the terms of the applicable award agreement. If Executive's ’s employment with the Company and its Subsidiaries is terminated at any time within the two years following a Change of Control by the Company and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "“Termination Date"”), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's ’s execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "“Release"”) (which Release is not revoked by Executive), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's ’s employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by the Company and any of its Subsidiaries without Cause in connection with or in anticipation of a such Change of ControlControl at the request of, or upon the initiative of, the buyer in the Change of Control transaction (an “Anticipatory Termination”), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive’s execution of the Release (which Release is not revoked by Executive), the benefits provided hereafter in Sections Section 3 and 4 and as otherwise set forth in this Agreement, Agreement (but only if an anticipated Change of Control actually occurs, occurs during the Term) and Executive's ’s Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentence, in the event of any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 1413, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

Change of Control Benefits. (ia) If Executive's employment with In the Company and its Subsidiaries is terminated event that, at any time within during the two years following Executive’s employment under this Agreement, the Company and/or TS Corp experiences a Change of Control by the Company (as hereinafter defined) and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to experiences a Change of Control by the Company and any of its Subsidiaries without Cause Position Modification (as hereinafter defined) in connection with or in anticipation of a such Change of ControlControl then, provided that Executive shall have executed a release in form and substance acceptable to the Company, and subject to the other terms and conditions contained in this Agreement, the Executive shall be entitled to receive a lump sum payment in an amount equal to two (2) times the benefits provided hereafter Executive’s then current annual Total Cash Compensation as severance pay, in Sections 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change recognition of Control actually occurs, and Executive's Termination Date shall be deemed his contributions leading up to have occurred immediately following the Change of Control. Notwithstanding Such lump sum payment shall be reduced by the preceding sentencegross amount of severance, if any, received by the Executive pursuant to Section 5 of this Agreement prior to the date of payment under this Section 11. For purposes of determining severance pursuant to this Section 11(a), the Total Cash Compensation shall be calculated based on the Executive’s current Base Salary as of the effective date of his termination (without giving effect to any reduction in Base Salary which gave rise to the event of any such Good Reason termination, Executive if applicable), and the full Target Annual Bonus for the relevant year. This severance pay shall continue to receive be paid no later than thirty (30) days after the effective date of the Change of Control or, if later, the Change of Control Position Modification, except as otherwise specified under Section 11(c). In addition, vesting in all of Executive's Base Salary at the annual rate in effect ’s unvested Award Shares shall be accelerated such that Executive’s then unvested Award Shares shall become vested immediately prior to the effective date of Executive’s termination, subject to the terms and conditions of the applicable Plan and other agreements. In addition, to the extent that the Executive qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Company shall pay the COBRA premiums until the earlier of (A) such termination time as the Executive obtains alternative employment and becomes eligible for health insurance through his new employer and (but not less than the annual rate in effect on B) eighteen (18) months following the date of his termination. The severance provisions under this Section 11shall supersede, and not be in duplication of, the severance provisions contained in Section 5(e), except as otherwise specified under Section 11(c). (b) For purposes of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 14, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and following terms shall have the Termination Date.following meanings:

Change of Control Benefits. (i) If Executive's ’s employment with the Company and its Subsidiaries is terminated at any time within the two years following a Change of Control by the Company and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "“Termination Date"”), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's ’s compliance with all provisions of this Agreement (including, but not limited to, Section 6 hereof) and execution of a general release in favor of the Company substantially in that is reasonably acceptable to the form attached hereto as Exhibit A Company (the "“Release"”) within thirty (30) days following the Terminate Date (which Release is not revoked by Executive), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's ’s employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by the Company and any of its Subsidiaries without Cause in connection with or in anticipation of a such Change of ControlControl at the request of, or upon the initiative of, the buyer in the Change of Control transaction (an “Anticipatory Termination”), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive’s execution of the Release within thirty (30) days following the Termination Date, the benefits provided hereafter in Sections this Section 3 and 4 and as otherwise set forth in this Agreement, Agreement (but only if an anticipated Change of Control actually occurs, occurs during the Term) and Executive's ’s Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentence, in the event of any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 1412, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

Change of Control Benefits. (i) If Executive's employment with the Company and its Subsidiaries Employee is terminated at any time within the two years following a Change of Control employed by the Company on the CIC Effective Date (as defined below) and any Employee is terminated on or before the six-month anniversary of its Subsidiaries the CIC Effective Date (the “Protection Period”) by the Company without Cause or by Executive Employee for Good Reason Reason, then the Company shall provide Employee with the following payments and benefits (collectively, the “Change of Control Benefits”): (i) an amount equal to three times the sum of (A) Employee’s annual base salary that is in effect immediately before Employee’s date of termination, plus (B) the annual discretionary bonus (the effective “Annual Bonus”) received by Employee for the fiscal year preceding the date of either such termination hereafter referred (or if Employee was employed for less than one full fiscal year prior to the date of termination, the Annual Bonus shall be the annual target for the Annual Bonus payable during the current fiscal year) (together, the “Change of Control Payment”). The Change of Control Payment shall be paid to Employee in a lump sum within 60 days of Employee’s date of termination; provided, however, that no Change of Control Payment shall be paid to Employee unless the Company receives, on or within 55 days after the date of termination, an executed and fully effective copy of the Release (as defined below); (ii) notwithstanding anything to the "Termination Date")contrary within the LTIP or an applicable award agreement granted thereunder, Executive Employee shall be entitled toto accelerated vesting with respect to all time-based equity awards (including with respect to the time-based portion of any performance-based equity awards) outstanding at the time of the applicable termination of employment by the Company without Cause or by Employee for Good Reason; and (iii) during the 18-month period commencing on the date of termination that Employee is eligible to elect and elects to continue coverage for Employee and their eligible dependents under the Company’s group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after Employee becomes eligible after the date of termination for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall be required have no further reimbursement obligation after the Employee becomes eligible for group health insurance coverage due to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's subsequent employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by the Company and any of its Subsidiaries without Cause in connection with or in anticipation of a Change of Control, Executive shall be entitled to the benefits provided hereafter in Sections 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentence, in the event of any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 14, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Dateotherwise.

Change of Control Benefits. 2.1 If there occurs (ia) If Executive's employment with the Company and its Subsidiaries is terminated at any time within the two years following a Change of Control by within one (1) year of the Company Inception of Employment and any (b) within one (1) year following the Change of its Subsidiaries Control, and such successor fails to (i) continue Executive's employment other than for Cause, or (ii) such successor effects a material diminution in Executive's base compensation and benefits, duties, responsibilities and/or authority, without Cause or by Executive for Good Reason Executive's consent (the effective date a "Change of either such termination hereafter referred to as the "Termination DateControl Termination"), Executive shall be entitled to, and to the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A following benefits (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by Payment"): (i) a single lump sum payment equal to one times the Company and any sum of its Subsidiaries without Cause in connection with or in anticipation of a Change of Control, Executive shall be entitled to the benefits provided hereafter in Sections 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed to have occurred immediately following the Change annual base salary as of Control. Notwithstanding the preceding sentence, in the event of any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of ControlControl Termination, providedsubject to all applicable tax withholding, however that such Base Salary (ii) Executive's earned but unpaid annual incentive bonus, if any, pursuant to the Bank's Short Term Incentive Compensation Program and Bonus continuation shall end the Long Term Incentive Compensation Program, for any completed fiscal year preceding the Change of Control Termination, (iii) Executive's earned but unpaid annual base salary for the period ending on the date of the anticipated Change of Control or Termination, (iv) Executive's accrued but unpaid paid time off pay for the period ending on the date that of the agreement or other circumstance that would have resulted in the anticipated Change of Control terminatesTermination, whichever is applicable. Notice (v) Executive's unreimbursed business expenses through and including the date of termination without Cause or the Change of Control Termination, provided that all required submissions for Good Reason shall be given expense reimbursement are made in accordance with Section 14the Bank's expense reimbursement policy and within 15 days following the date of the Change of Control Termination. 2.2 Executive's rights following a Change of Control Termination with respect to any benefits, incentives, or awards provided to Executive pursuant to the terms of any plan, program, or arrangement sponsored or maintained by the Bank or its Affiliates, whether tax-qualified or not, which are not specifically addressed herein, shall be subject to the terms of such plan, program, or arrangement and this Agreement shall indicate have no effect upon such terms except as specifically provided herein. 2.3 Executive shall receive the specific termination provision hereunder relied upon, Change of Control Payment not later than forty-five (45) days following Executive's execution and non-revocation (if applicable) of a general waiver and release of claims in favor of the relevant facts and circumstances and Bank and/or its successor in a form to be provided to Executive at the Termination Dateeffective time of the occurrence of either 2.1(b)(i) or (ii).

Change of Control Benefits. (ia) If Executive's employment with In the Company and its Subsidiaries is terminated event that, at any time within during the two years following Executive’s employment under this Agreement, the Company and/or TS Corp experiences a Change of Control by the Company (as hereinafter defined) and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to experiences a Change of Control by the Company and any of its Subsidiaries without Cause Position Modification (as hereinafter defined) in connection with or in anticipation of a such Change of ControlControl then, provided that Executive shall have executed a release in form and substance acceptable to the Company, and subject to the other terms and conditions contained in this Agreement, the Executive shall be entitled to receive a lump sum payment in an amount equal to two (2) times the benefits provided hereafter Executive’s then current annual Total Cash Compensation as severance pay, in Sections 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change recognition of Control actually occurs, and Executive's Termination Date shall be deemed his contributions leading up to have occurred immediately following the Change of Control. Notwithstanding Such lump sum payment shall be reduced by the preceding sentencegross amount of Severance Pay, if any, received by the Executive pursuant to Section 5 of this Agreement prior to the date of payment under this Section 11. For purposes of determining severance pursuant to this Section 11(a), the Total Cash Compensation shall be calculated based on the Executive’s current Base Salary as of the effective date of his termination (without giving effect to any reduction in Base Salary which gave rise to the event of any such Good Reason termination, Executive if applicable), and the full Target Annual Bonus for the relevant year. This severance pay shall continue to receive be paid no later than thirty (30) days after the effective date of the Change of Control or, if later, the Change of Control Position Modification, except as otherwise specified under Section 11(c). In addition, vesting in all of Executive's Base Salary at the annual rate in effect ’s unvested Award Shares shall be accelerated such that Executive’s then-unvested Award Shares shall become vested immediately prior to the effective date of Executive’s termination, subject to the terms and conditions of the applicable Plan and other agreements. In addition, to the extent that the Executive qualifies for, complies with the requirements of and otherwise remains eligible for continuation of his health care insurance benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the Company shall pay the COBRA premiums until the earlier of (A) such termination time as the Executive obtains alternative employment and becomes eligible for health insurance through his new employer and (but not less than the annual rate in effect on B) eighteen (18) months following the date of his termination. The severance provisions under this Section 11 shall supersede, and not be in duplication of, the severance provisions contained in Section 5(e), except as otherwise specified under Section 11(c). (b) For purposes of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 14, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and following terms shall have the Termination Date.following meanings:

Change of Control Benefits. (i) If Executive's employment with the Company and its Subsidiaries is terminated at any time within the two three years following a Change of Control by the Company and any of its Subsidiaries without Cause Cause, or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by the Company and any (i) at the request of its Subsidiaries without Cause a party (other than the Company or SCL) involved in the Change of Control or (ii) otherwise in connection with or in anticipation of a Change of ControlControl that subsequently occurs, Executive shall be entitled to the benefits provided hereafter in Sections this Section 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentenceforegoing, in the event there is another agreement (e.g. an employment agreement) between the Company and Executive in effect upon the Termination Date, which agreement by its terms provides for termination payments on benefits, under the applicable circumstances (whether or not in connection with a change of control), that are greater than the applicable payments and benefits provided in any of subsections (a) through (g) of this 2 Section 3 (the "Other Benefits"), then Executive shall receive the Other Benefits in lieu of any payments or benefits under such terminationsubsection. For example, if Executive shall continue to receive Executive's Base Salary at is covered by an employment agreement that provides for a higher amount of cash severance, in the annual rate event Executive is terminated by the Company without Cause, than that provided by Section 3(a) hereof, such higher amount of cash severance would be payable in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date lieu of the anticipated Change of Controlcash severance set forth in Section 3(a), provided, however that such Base Salary but the payments and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that benefits set forth in Section 3(b) through (g) would have resulted in the anticipated Change of Control terminates, whichever is remain applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 1412, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

Change of Control Benefits. (i) If Executive's employment with If, during the Company and its Subsidiaries is terminated at any time within the two years following period beginning on a Change of Control by Date and ending on the Company and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor last day of the Company substantially 24th calendar month following the calendar month in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to which a Change of Control Date occurs, the Executive's Date of Termination occurs under circumstances described in paragraph 5(d) (relating to Constructive Discharge) or paragraph 5(f) (relating to termination by the Company and any of its Subsidiaries without Cause Cause), then, in connection with or in anticipation of a Change of Control, Executive shall be entitled addition to the benefits provided hereafter payable in Sections 3 accordance with paragraph 6(a) and 4 paragraph 6(d): (i) The Executive's entitlement to Retiree Medical Benefit Coverage shall be determined as though, at the Date of Termination, the Executive had earned 36 months of service in addition to the Executive's actual service at the Date of Termination, and as though the Executive was three years older than the Executive's actual age at the Date of Termination (provided that the additional deemed age and service shall not be construed to reduce the Executive's right to Retiree Medical Benefit Coverage which may otherwise set forth be reduced by reason of additional age or service). (ii) The Executive's entitlement to benefits under the Supplemental Plan shall be determined as though, at the time of termination, (A) the Executive had earned 36 months of service in addition to the Executive's actual service at the Date of Termination; (B) the Executive's compensation for such 36 months of additional service was equal to the greater of the Executive's compensation as of the Date of Termination or the Executive's Compensation immediately prior to the Change of Control Date; and (C) the Executive was three years older than the Executive's actual age at the Date of Termination. However, the additional deemed service, compensation and age shall not be construed to reduce the Executive's right to benefits under the Supplemental Plan which may otherwise be reduced by reason of additional age or service, and further provided that the deemed additional service credited pursuant to this paragraph (ii) under the Supplemental Plan shall not occur to the extent that such service would result in service in excess of the maximum years of service permitted to be taken into account under that plan. This paragraph (e) shall not limit the ability of the Company or an Affiliate (whichever is applicable) to modify the terms of the Supplemental Plan for all participants who are similarly situated with the Executive; subject to the restrictions imposed on the Company or Affiliate (by that plan, the provisions of paragraph 3(f) of this Agreement, but only if an anticipated or otherwise) to modify the terms of the plan. Regardless of whether the Date of Termination has occurred prior to, on, or after the Change of Control actually occursDate, and Executive's Termination Date shall be deemed to have occurred immediately following for the period continuing at all times after the Change of Control. Notwithstanding Control Date (if any), the preceding sentence, in Retiree Medical Benefit Coverage (as applied to the event of any such termination, Executive shall continue to receive and the Executive's Base Salary at family) shall not be modified to adversely affect the annual rate in effect Executive's right to coverage or benefits as compared to the coverage that was provided immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 14, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

Change of Control Benefits. (i) If Executive's employment with the Company and its Subsidiaries is terminated at any time within the two three years following a Change of Control by the Company and any of its Subsidiaries without Cause Cause, or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by the Company and any (i) at the request of its Subsidiaries without Cause a party (other than the Company or SCL) involved in the Change of Control or (ii) otherwise in connection with or in anticipation of a Change of ControlControl that subsequently occurs, Executive shall be entitled to the benefits provided hereafter in Sections this Section 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentenceforegoing, in the event there is another agreement (e.g. an employment agreement) between the Company and Executive in effect upon the Termination Date, which agreement by its terms provides for termination payments or benefits, under the applicable circumstances (whether or not in connection with a change of control), that are greater than the applicable payments and benefits provided in any of subsections (a) through (g) of this 2 2 Section 3 (the "Other Benefits"), then Executive shall receive the Other Benefits in lieu of any payments or benefits under such terminationsubsection. For example, if Executive shall continue to receive Executive's Base Salary at is covered by an employment agreement that provides for a higher amount of cash severance, in the annual rate event Executive is terminated by the Company without Cause, than that provided by Section 3(a) hereof, such higher amount of cash severance would be payable in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date lieu of the anticipated Change of Controlcash severance set forth in Section 3(a), provided, however that such Base Salary but the payments and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that benefits set forth in Section 3(b) through (g) would have resulted in the anticipated Change of Control terminates, whichever is remain applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 1412, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

Change of Control Benefits. (i) If Executive's employment with the Company and its Subsidiaries is terminated at any time upon or within the two years twelve (12) months immediately following a Change of Control by the Company and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a an effective general release (i.e., not revoked) in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated within sixty (60) days prior to a Change of Control by the Company and any of its Subsidiaries without Cause in connection with or in anticipation of a such Change of ControlControl at the request of, or upon the initiative of, the buyer in the Change of Control transaction (an "Anticipatory Termination"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of the Release, the benefits provided hereafter in Sections Section 3 and 4 and as otherwise set forth in this Agreement, Agreement (but only if an anticipated Change of Control actually occurs, occurs during the Term) and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding If Executive is terminated for any other reason (e.g., for Cause, due to death or Total Disability, or resignation without Good Reason), the preceding sentence, in the event of Company shall have no obligation to make any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination (but not less than the annual rate in effect on the date of payments under this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 1410, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

Change of Control Benefits. (i) If Executive's ’s employment with the Company and its Subsidiaries is terminated at any time upon or within the two years twenty-four (24) months immediately following a Change of Control by the Company and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "“Termination Date"”), Executive shall be entitled to, and Holdings and the Company shall be required to provide, subject to Executive's ’s execution of a an effective general release (i.e., not revoked) in favor of Holdings and the Company substantially in the form attached hereto as Exhibit A (the "“Release")”) and the Executive’s compliance with the restrictive covenants attached hereto as Exhibit B, the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's ’s employment by the Company and any of its Subsidiaries is terminated within ninety (90) days prior to a Change of Control by the Company and any of its Subsidiaries without Cause in connection with or in anticipation of a such Change of ControlControl at the request of, or upon the initiative of, the buyer in the Change of Control transaction (an “Anticipatory Termination”), Executive shall be entitled to, and Holdings and the Company shall be required to provide, subject to Executive’s execution of the Release, the benefits provided hereafter in Sections this Section 3 and 4 and as otherwise set forth in this Agreement, Agreement (but only if an anticipated Change of Control actually occurs, occurs during the Term) and Executive's ’s Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding If Executive is terminated for any other reason (e.g., for Cause, due to death or Total Disability, or resignation without Good Reason), the preceding sentence, in the event of Company shall have no obligation to make any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination (but not less than the annual rate in effect on the date of payments under this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or resignation for Good Reason shall be given in accordance with Section 1410, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

Change of Control Benefits. (i) If Executive's ’s employment with the Company and its Subsidiaries is terminated at any time upon or within the two years twelve (12) months immediately following a Change of Control by the Company and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "“Termination Date"”), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's ’s execution of a an effective general release (i.e., not revoked) in favor of the Company substantially in the form attached hereto as Exhibit A (the "“Release"”), within twenty-one (21) days, or if required for an effective release, forty-five (45) days, following the Termination Date, the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's ’s employment by the Company and any of its Subsidiaries is terminated within sixty (60) days prior to a Change of Control by the Company and any of its Subsidiaries without Cause in connection with or in anticipation of a such Change of ControlControl at the request of, or upon the initiative of, the buyer in the Change of Control transaction (an “Anticipatory Termination”), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive’s execution of the Release, within twenty-one (21) days, or if required for an effective release, forty-five (45) days, following the Termination Date, the benefits provided hereafter in Sections Section 3 and 4 and as otherwise set forth in this Agreement, Agreement (but only if an anticipated Change of Control actually occurs, occurs during the Term) and Executive's ’s Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding If Executive is terminated for any other reason (e.g., for Cause, due to death or Total Disability, or resignation without Good Reason), the preceding sentence, in the event of Company shall have no obligation to make any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination (but not less than the annual rate in effect on the date of payments under this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 1410, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

Change of Control Benefits. (i) If Executive's employment with the Company and its Subsidiaries is terminated at any time within the two three years following a Change of Control by the Company and any of its Subsidiaries without Cause Cause, or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by the Company and any (i) at the request of its Subsidiaries without Cause a party (other than the Company or SCL) involved in the Change of Control or (ii) otherwise in connection with or in anticipation of a Change of ControlControl that subsequently occurs, Executive shall be entitled to the benefits provided hereafter in Sections this Section 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentenceforegoing, in the event there is another agreement (e.g. an employment agreement) between the Company and Executive in effect upon the Termination Date, which agreement by its terms provides for termination payments or benefits, under the applicable circumstances (whether or not in connection with a change of control), that are greater than the applicable payments and benefits provided in any of subsections (a) through (g) of this Section 3 (the "Other Benefits"), then Executive shall receive the Other Benefits in lieu of any payments or benefits under such terminationsubsection. For 2 -2 example, if Executive shall continue to receive Executive's Base Salary at is covered by an employment agreement that provides for a higher amount of cash severance, in the annual rate event Executive is terminated by the Company without Cause, than that provided by Section 3(a) hereof, such higher amount of cash severance would be payable in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date lieu of the anticipated Change of Controlcash severance set forth in Section 3(a), provided, however that such Base Salary but the payments and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that benefits set forth in Section 3(b) through (g) would have resulted in the anticipated Change of Control terminates, whichever is remain applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 1412, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.