Common use of Change of Control Payment Clause in Contracts

Change of Control Payment. (a) If during the period beginning on the date six (6) months prior to a Change in Control (as defined below) and ending on the date two (2) years after the occurrence of a Change of Control, Executive’s employment hereunder is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company will pay to Executive within thirty (30) days of such termination an amount equal to (i) twelve (12) months of Executive’s then-current Base Salary payable in a lump sum (the “Change of Control Payment”) plus (ii) an amount in cash equal to the target amount of Executive’s Annual Bonus for the year of termination multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365 ((i) and (ii) collectively, the “Change of Control Payment”); provided, however, that if as a result of such termination of employment the Executive would be entitled to greater benefits pursuant to Section 7.5, the Executive will be entitled to receive the amount payable under Section 7.5 in a lump sum. In addition to the foregoing, the Company shall promptly (but in no event later than sixty (60) days following the date of termination) pay to Executive any Base Salary due and owing through the date of such termination, less applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof and any unpaid Annual Bonus amounts under Section 3 for prior years. Executive will not be required to mitigate the amount of compensation payable to Executive hereunder, by seeking to secure other employment or otherwise, and the Change of Control Payment will not be reduced by reason of Executive securing other employment or for any other reason. (b) For purposes of this Agreement, the term “Change of Control” shall be deemed to have occurred upon the first to occur of the following events:

Change of Control Payment. (a) If there is a Change of Control, (i) during any time Chairman is in the period beginning on the date Positions, or (ii) within six (6) months prior to a Change in Control (as defined below) and ending on following the date two (2) years after Chairman is no longer in the occurrence of a Change of ControlPositions, Executive’s employment hereunder is terminated by the Company other than for Cause or by the Executive for Good Reasonreason of Chairman's death or Disability, the Company will pay to Executive within thirty (30) days of such termination an amount equal to (i) twelve (12) months of Executive’s then-current Base Salary payable in a lump sum (the “Change of Control Payment”) plus (ii) an amount in cash equal to the target amount of Executive’s Annual Bonus for the year of termination multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365 ((i) and (ii) collectively, the “Change of Control Payment”); provided, however, that if as a result of such termination of employment the Executive would be entitled to greater benefits pursuant to Section 7.5, the Executive will then Chairman shall be entitled to receive a payment (the amount payable under Section 7.5 "CHANGE OF CONTROL PAYMENT") in consideration of services previously rendered to Patriot. The Change of Control Payment shall be made as a lump sum. In addition sum cash payment equal to the foregoinggreater of (A) 2.5 times Chairman's annual base salary (calculated as of the date of the Change of Control or, in the Company case of Section 2(a)(ii), calculated as of the date of prior termination), or (B) 2.5 times Chairman's total compensation, including salary and any cash incentive compensation, from Patriot for services rendered for the last full calendar year immediately preceding the Change of Control. The Change of Control Payment shall promptly (but be paid in no event later than sixty (60) full within 15 days following the date of terminationthe Change of Control; PROVIDED, HOWEVER, that such payment may be deferred for such period (not to exceed six months) pay to Executive any Base Salary due and owing through following the date of such terminationthe Change of Control if Bancorp or the Bank requests that Chairman continue to provide services to it. If Chairman voluntarily terminates his service to Bancorp or Bank prior to the date (not more than six months following the date of the Change of Control) specified by Bancorp or Bank, less applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof and any unpaid Annual Bonus amounts under Section 3 for prior yearsChairman shall forfeit his right to receive the Change of Control Payment. Executive will The Change of Control Payment shall not be required reduced by any other compensation which Chairman may receive from Bancorp or Bank or from other employment with another employer. In addition, and notwithstanding the foregoing, in the event Chairman gives Bancorp or Bank notice that Chairman is voluntarily resigning or otherwise leaving the Positions and thereafter a Change of Control occurs, Chairman shall have no right to mitigate receive the amount Change of Control Payment. (b) All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes. (c) If, after a Change of Control, Chairman prevails in any action to enforce this Agreement, then Bancorp or Bank shall be obligated to reimburse Chairman for all reasonable fees and expenses, including reasonable attorneys' fees of counsel chosen by Chairman in his sole discretion. (d) Notwithstanding any other provision of this Agreement or of any other agreement, understanding or compensation payable plan, Bank shall not be obligated to Executive hereunderpay any amounts which violate restrictions imposed, or which may in the future be imposed, on such payments by Bank pursuant to Section 18(k)(1) of the Federal Deposit Insurance Act, or any regulations or orders which are or may be promulgated thereunder; nor shall any payments be made which would constitute an "unsafe or unsound banking practice" pursuant to 12 U.C.C. Section 18(b). (e) Notwithstanding any other provision hereof, in the event that any payment or benefit received or to be received by Chairman in connection with a Change of Control would not be deductible (in whole or part) as a result of Section 280G of the Internal Revenue Code, by seeking to secure Patriot, an affiliate or other employment person making such payment or otherwiseproviding such benefit, and the Change of Control Payment will not shall be reduced by reason until no portion is not deductible, or the Change of Executive securing other employment or for any other reason. (b) Control Payment is reduced to zero. For purposes of this Agreementlimitation, (i) no portion of the term “Change of Control” Control Payment the receipt or enjoyment of which Chairman shall have effectively waived in writing prior to the date of payment of the Change of Control Payment shall be deemed to have occurred upon the first to occur taken into account; (ii) no portion of the following events:Change of Control Payment shall be taken into account which in the opinion of tax counsel selected by Patriot's independent auditors and acceptable to Chairman does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code; (iii) the Change of Control Payment shall be reduced only to the extent necessary so that such payment shall constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Internal Revenue Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non cash benefit or any deferred payment or benefit included in the Change of Control Payment shall be determined by Patriot's independent auditors, in accordance with the principles of Sections 280G(d)(3) and (4) of the Internal Revenue Code. In the event that Patriot's independent auditors cannot or decline to act as aforesaid, their duties may be discharged by such other independent professional firm as the Board of Directors of Bancorp may determine.

Change of Control Payment. (a) If there is a Change of Control, (i) during the period beginning on the date any time Executive is a full-time executive officer of Bank, or (ii) within six (6) months prior to a Change in Control (as defined below) and ending on following the date two (2) years after the occurrence of a Change Executive's termination of Controlemployment by Bank, Executive’s employment hereunder is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company will pay to Executive within thirty (30) days of such termination an amount equal to (i) twelve (12) months reason of Executive’s then-current Base Salary payable in a lump sum (the “Change of Control Payment”) plus (ii) an amount in cash equal to the target amount of Executive’s Annual Bonus for the year of termination multiplied by a fraction's death or Disability, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365 ((i) and (ii) collectively, the “Change of Control Payment”); provided, however, that if as a result of such termination of employment the then Executive would be entitled to greater benefits pursuant to Section 7.5, the Executive will shall be entitled to receive a payment (the amount payable under Section 7.5 "CHANGE OF CONTROL PAYMENT") in consideration of services previously rendered to Bank. The Change of Control Payment shall be made as a lump sum. In addition sum cash payment equal to the foregoinggreater of (A) two times Executive's annual base salary (calculated as of the date of the Change of Control or, in the Company case of Section 2(a)(ii), calculated as of the date of prior termination), or (B) two times Executive's total compensation, including salary and any cash incentive compensation, from Bank for services rendered for the last full calendar year immediately preceding the Change of Control. The Change of Control Payment shall promptly (but be paid in no event later than sixty (60) full within 15 days following the date of terminationthe Change of Control; PROVIDED, HOWEVER, that such payment may be deferred for such period (not to exceed six months) pay to Executive any Base Salary due and owing through following the date of such terminationthe Change of Control if the Bank requests that Executive continue to provide services to it. If Executive voluntarily terminates employment with Bank prior to the date (not more than six months following the date of the Change of Control) specified by Bank, less applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof and any unpaid Annual Bonus amounts under Section 3 for prior yearsshall forfeit his right to receive the Change of Control Payment. Executive will The Change of Control Payment shall not be required reduced by any compensation which Executive may receive from Bank or from other employment with another employer should Executive's employment with Bank terminate. In addition, and notwithstanding the foregoing, in the event Executive gives Bank notice that Executive is voluntarily resigning his employment and thereafter a Change of Control occurs, Executive shall have no right to mitigate receive the amount Change of Control Payment. (b) All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes. (c) If, after a Change of Control, Executive prevails in any action to enforce this Agreement, then Bank shall be obligated to reimburse Executive for all reasonable fees and expenses, including reasonable attorneys' fees of counsel chosen by Executive in his sole discretion. (d) Notwithstanding any other provision of this Agreement or of any other agreement, understanding or compensation payable plan, Bank shall not be obligated to pay any amounts which violate restrictions imposed, or which may in the future be imposed, on such payments by Bank pursuant to Section 18(k)(1) of the Federal Deposit Insurance Act, or any regulations or orders which are or may be promulgated thereunder; nor shall any payments be made which would constitute an "unsafe or unsound banking practice" pursuant to 12 U.C.C. Section 18(b). (e) Notwithstanding any other provision hereof, in the event that any payment or benefit received or to be received by Executive hereunderin connection with a Change of Control would not be deductible (in whole or part) as a result of Section 280G of the Internal Revenue Code, by seeking to secure Patriot, an affiliate or other employment person making such payment or otherwiseproviding such benefit, and the Change of Control Payment will not shall be reduced by reason until no portion is not deductible, or the Change of Executive securing other employment or for any other reason. (b) Control Payment is reduced to zero. For purposes of this Agreementlimitation, (i) no portion of the term “Change of Control” Control Payment the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Change of Control Payment shall be deemed to have occurred upon the first to occur taken into account; (ii) no portion of the following events:Change of Control Payment shall be taken into account which in the opinion of tax counsel selected by Bank's independent auditors and acceptable to Executive does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code; (iii) the Change of Control Payment shall be reduced only to the extent necessary so that such payment shall constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Internal Revenue Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non cash benefit or any deferred payment or benefit included in the Change of Control Payment shall be determined by Patriot's independent auditors, in accordance with the principles of Sections 280G(d)(3) and (4) of the Internal Revenue Code. In the event that Patriot's independent auditors cannot or decline to act as aforesaid, their duties may be discharged by such other independent professional firm as the Board of Directors of Bancorp may determine.

Change of Control Payment. (a) If there is a Change of Control, (i) during any time Executive is a full-time executive officer of Bancorp or the period beginning on the date Bank, or (ii) within six (6) months prior to a Change in Control (as defined below) and ending on following the date two (2) years after the occurrence of a Change Executive's termination of Controlemployment by Bank, Executive’s employment hereunder is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company will pay to Executive within thirty (30) days of such termination an amount equal to (i) twelve (12) months reason of Executive’s then-current Base Salary payable in a lump sum (the “Change of Control Payment”) plus (ii) an amount in cash equal to the target amount of Executive’s Annual Bonus for the year of termination multiplied by a fraction's death or Disability, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365 ((i) and (ii) collectively, the “Change of Control Payment”); provided, however, that if as a result of such termination of employment the then Executive would be entitled to greater benefits pursuant to Section 7.5, the Executive will shall be entitled to receive a payment (the amount payable under Section 7.5 "CHANGE OF CONTROL PAYMENT") in consideration of services previously rendered to Patriot. The Change of Control Payment shall be made as a lump sum. In addition sum cash payment equal to the foregoinggreater of (A) 2.5 times Executive's annual base salary (calculated as of the date of the Change of Control or, in the Company case of Section 2(a)(ii), calculated as of the date of prior termination), or (B) 2.5 times Executive's total compensation, including salary and any cash incentive compensation, from Patriot for services rendered for the last full calendar year immediately preceding the Change of Control. The Change of Control Payment shall promptly (but be paid in no event later than sixty (60) full within 15 days following the date of terminationthe Change of Control; PROVIDED, HOWEVER, that such payment may be deferred for such period (not to exceed six months) pay to Executive any Base Salary due and owing through following the date of such terminationthe Change of Control if Bancorp or the Bank requests that Executive continue to provide services to it. If Executive voluntarily terminates employment with Bancorp or the Bank prior to the date (not more than six months following the date of the Change of Control) specified by Bancorp or the Bank, less applicable payroll taxesExecutive shall forfeit his right to receive the Change of Control Payment. The Change of Control Payment shall not be reduced by any compensation which Executive may receive from Bancorp or the Bank or from other employment with another employer should Executive's employment with Bancorp or the Bank terminate. In addition, withholding and deductionsnotwithstanding the foregoing, together with any unpaid expense reimbursements owed in the event Executive under Section 6 hereof and any unpaid Annual Bonus amounts under Section 3 for prior years. gives Bancorp or the Bank notice that Executive will voluntarily terminate his employment pursuant to his employment agreement with Bancorp or the Bank and thereafter a Change of Control occurs, Executive shall have no right to receive the Change of Control Payment. (b) All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes. (c) If, after a Change of Control, Executive prevails in any action to enforce this Agreement, then Bancorp or the Bank shall be obligated to reimburse Executive for all reasonable fees and expenses, including reasonable attorneys' fees of counsel chosen by Executive in his sole discretion. (d) Notwithstanding any other provision of this Agreement or of any other agreement, understanding or compensation plan, Bank shall not be required obligated to mitigate pay any amounts which violate restrictions imposed, or which may in the amount future be imposed, on such payments by Bank pursuant to Section 18(k)(1) of compensation payable the Federal Deposit Insurance Act, or any regulations or orders which are or may be promulgated thereunder; nor shall any payments be made which would constitute an "unsafe or unsound banking practice" pursuant to 12 U.C.C. Section 18(b). (e) Notwithstanding any other provision hereof, in the event that any payment or benefit received or to be received by Executive hereunderin connection with a Change of Control would not be deductible (in whole or part) as a result of Section 280G of the Internal Revenue Code, by seeking to secure Patriot, an affiliate or other employment person making such payment or otherwiseproviding such benefit, and the Change of Control Payment will not shall be reduced by reason until no portion is not deductible, or the Change of Executive securing other employment or for any other reason. (b) Control Payment is reduced to zero. For purposes of this Agreementlimitation, (i) no portion of the term “Change of Control” Control Payment the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Change of Control Payment shall be deemed to have occurred upon the first to occur taken into account; (ii) no portion of the following events:Change of Control Payment shall be taken into account which in the opinion of tax counsel selected by Patriot's independent auditors and acceptable to Executive does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code; (iii) the Change of Control Payment shall be reduced only to the extent necessary so that such payment shall constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Internal Revenue Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non cash benefit or any deferred payment or benefit included in the Change of Control Payment shall be determined by Patriot's independent auditors, in accordance with the principles of Sections 280G(d)(3) and (4) of the Internal Revenue Code. In the event that Patriot's independent auditors cannot or decline to act as aforesaid, their duties may be discharged by such other independent professional firm as the Board of Directors of Bancorp may determine.

Change of Control Payment. (a) If there is a Change of Control, (i) during the period beginning on the date any time Executive is a full-time executive officer of Bank, or (ii) within six (6) months prior to a Change in Control (as defined below) and ending on the date two (2) years after the occurrence following Executive's termination of a Change of Controlemployment by Bank, Executive’s employment hereunder is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company will pay to Executive within thirty (30) days of such termination an amount equal to (i) twelve (12) months reason of Executive’s then-current Base Salary payable in 's death or Disability, then Executive shall be entitled to receive a lump sum payment (the “"Change of Control Payment”") plus (ii) an amount in consideration of services previously rendered to Bank. The Change of Control Payment shall be made as a lump sum cash payment equal to the target amount greater of (A) two times (2x) Executive’s Annual Bonus for the year 's annual base salary (calculated as of termination multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365 ((i) and (ii) collectively, the “Change of Control Payment”or, in the case of Section 2(a)(ii), calculated as of the date of prior termination), or (B) Executive's total compensation, including salary and any cash incentive compensation, from Bank for services rendered for the last full calendar year immediately preceding the Change of Control. The Change of Control Payment shall be paid in full within 15 days following the date of the Change of Control; provided, however, that if such payment may be deferred for such period (not to exceed six months) following the date of the Change of Control as the Bank requests that Executive continue to provide services to it. If Executive voluntarily terminates employment with Bank prior to the date (not more than six months following the date of the Change of Control) specified by Bank, Executive shall forfeit his right to receive the Change of Control Payment. The Change of Control Payment shall not be reduced by any compensation which Executive may receive from Bank or from other employment with another employer should Executive's employment with Bank terminate. In addition, and notwithstanding the foregoing, in the event Executive gives Bank notice that Executive will voluntarily terminate his employment pursuant to his employment agreement with Bank and thereafter a Change of Control occurs, Executive shall have no right to receive the Change of Control Payment. (b) All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes. (c) If, after a Change of Control, Executive prevails in any action to enforce this Agreement, then Bank shall be obligated to reimburse Executive for all reasonable fees and expenses, including reasonable attorneys' fees of counsel chosen by Executive in his sole discretion. (d) Notwithstanding any other provision of this Agreement or of any other agreement, understanding or compensation plan, Bank shall not be obligated to pay any amounts which violate restrictions imposed, or which may in the future be imposed, on such payments by Bank pursuant to Section 18(k)(1) of the Federal Deposit Insurance Act, or any regulations or orders which are or may be promulgated thereunder; nor shall any payments be made which would constitute an "unsafe or unsound banking practice" pursuant to 12 U.C.C. Section 18(b). (e) Notwithstanding any other provision hereof, in the event that any payment or benefit received or to be received by Executive in connection with a Change of Control would not be deductible (in whole or part) as a result of such termination Section 280G of employment the Executive would be entitled to greater benefits pursuant to Section 7.5, the Executive will be entitled to receive the amount payable under Section 7.5 in a lump sum. In addition to the foregoing, the Company shall promptly (but in no event later than sixty (60) days following the date of termination) pay to Executive any Base Salary due and owing through the date of such termination, less applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof and any unpaid Annual Bonus amounts under Section 3 for prior years. Executive will not be required to mitigate the amount of compensation payable to Executive hereunderInternal Revenue Code, by seeking to secure Bank, an affiliate or other employment person making such payment or otherwiseproviding such benefit, and the Change of Control Payment will shall reduced until no portion is not be deductible, or the Change of Control Payment is reduced by reason of Executive securing other employment or for any other reason. (b) to zero. For purposes of this Agreementlimitation, (i) no portion of the term “Change of Control” Control Payment the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Change of Control Payment shall be deemed to have occurred upon the first to occur taken into account; (ii) no portion of the following events:Change of Control Payment shall be taken into account which in the opinion of tax counsel selected by Bank's independent auditors and acceptable to Executive does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code; (iii) the Change of Control Payment shall be reduced only to the extent necessary so that such payment shall constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Internal Revenue Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non cash benefit or any deferred payment or benefit included in the Change of Control Payment shall be determined by Bank's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Internal Revenue Code.

Change of Control Payment. (a) If there is a Change of Control, (i) during any time Executive is a full-time executive officer of Bancorp or the period beginning on the date Bank, or (ii) within six (6) months prior to a Change in Control (as defined below) and ending on following the date two (2) years after the occurrence of a Change Executive's termination of Controlemployment by Bank, Executive’s employment hereunder is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company will pay to Executive within thirty (30) days of such termination an amount equal to (i) twelve (12) months reason of Executive’s then-current Base Salary payable in a lump sum (the “Change of Control Payment”) plus (ii) an amount in cash equal to the target amount of Executive’s Annual Bonus for the year of termination multiplied by a fraction's death or Disability, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365 ((i) and (ii) collectively, the “Change of Control Payment”); provided, however, that if as a result of such termination of employment the then Executive would be entitled to greater benefits pursuant to Section 7.5, the Executive will shall be entitled to receive a payment (the amount payable under Section 7.5 "CHANGE OF CONTROL PAYMENT") in consideration of services previously rendered to Patriot. The Change of Control Payment shall be made as a lump sum. In addition sum cash payment equal to the foregoinggreater of (A) 2.5 times Executive's annual base salary (calculated as of the date of the Change of Control or, in the Company case of Section 2(a)(ii), calculated as of the date of prior termination), or (B) 2.5 times Executive's total compensation, including salary and any cash incentive compensation, from Patriot for services rendered for the last full calendar year immediately preceding the Change of Control. The Change of Control Payment shall promptly (but be paid in no event later than sixty (60) full within 15 days following the date of terminationthe Change of Control; PROVIDED, HOWEVER, that such payment may be deferred for such period (not to exceed six months) pay to Executive any Base Salary due and owing through following the date of such terminationthe Change of Control if Bancorp or the Bank requests that Executive continue to provide services to it. If Executive voluntarily terminates employment with Bancorp or the Bank prior to the date (not more than six months following the date of the Change of Control) specified by Bancorp or Bank, less applicable payroll taxesExecutive shall forfeit his right to receive the Change of Control Payment. The Change of Control Payment shall not be reduced by any compensation which Executive may receive from Bancorp or Bank or from other employment with another employer should Executive's employment with Bancorp or Bank terminate. In addition, withholding and deductionsnotwithstanding the foregoing, together with any unpaid expense reimbursements owed in the event Executive under Section 6 hereof and any unpaid Annual Bonus amounts under Section 3 for prior years. gives Bancorp or the Bank notice that Executive will voluntarily terminate his employment pursuant to his employment agreement with Bancorp or Bank and thereafter a Change of Control occurs, Executive shall have no right to receive the Change of Control Payment. (b) All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes. (c) If, after a Change of Control, Executive prevails in any action to enforce this Agreement, then Bancorp or Bank shall be obligated to reimburse Executive for all reasonable fees and expenses, including reasonable attorneys' fees of counsel chosen by Executive in his sole discretion. (d) Notwithstanding any other provision of this Agreement or of any other agreement, understanding or compensation plan, Bank shall not be required obligated to mitigate pay any amounts which violate restrictions imposed, or which may in the amount future be imposed, on such payments by Bank pursuant to Section 18(k)(1) of compensation payable the Federal Deposit Insurance Act, or any regulations or orders which are or may be promulgated thereunder; nor shall any payments be made which would constitute an "unsafe or unsound banking practice" pursuant to 12 U.C.C. Section 18(b). (e) Notwithstanding any other provision hereof, in the event that any payment or benefit received or to be received by Executive hereunderin connection with a Change of Control would not be deductible (in whole or part) as a result of Section 280G of the Internal Revenue Code, by seeking to secure Patriot, an affiliate or other employment person making such payment or otherwiseproviding such benefit, and the Change of Control Payment will not shall be reduced by reason until no portion is not deductible, or the Change of Executive securing other employment or for any other reason. (b) Control Payment is reduced to zero. For purposes of this Agreementlimitation, (i) no portion of the term “Change of Control” Control Payment the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Change of Control Payment shall be deemed to have occurred upon the first to occur taken into account; (ii) no portion of the following events:Change of Control Payment shall be taken into account which in the opinion of tax counsel selected by Patriot's independent auditors and acceptable to Executive does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code; (iii) the Change of Control Payment shall be reduced only to the extent necessary so that such payment shall constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Internal Revenue Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non cash benefit or any deferred payment or benefit included in the Change of Control Payment shall be determined by Patriot's independent auditors, in accordance with the principles of Sections 280G(d)(3) and (4) of the Internal Revenue Code. In the event that Patriot's independent auditors cannot or decline to act as aforesaid, their duties may be discharged by such other independent professional firm as the Board of Directors of Bancorp may determine.

Change of Control Payment. (a) If during 13.1 In the period beginning on event that the date six (6) employment of the Employee under this Agreement shall be terminated by the Corporation without "cause" within twelve months prior to after a Change in of Control (as defined belowherein defined) and ending on of the date two (2) years after the occurrence of a Change of ControlCorporation, Executive’s employment hereunder is terminated by the Company other than for Cause or by the Executive for "Good Reason" (as hereinafter defined) within twelve months after a Change of Control (as herein defined) of the Corporation, in addition to the Salary and other compensation (including accrued vacation, cash bonuses, incentive and performance compensation) earned hereunder and unpaid or not delivered through the date of termination and any benefits referred to in which the Executive has a vested right under the terms and conditions of the plan or program pursuant to which such benefits were granted (without regard to such termination) but in lieu of the Severance Payment, the Company will Corporation shall pay to the Executive within thirty (30) days of such termination an amount equal to (i) twelve (12) months of Executive’s then-current Base Salary payable in a lump sum cash payment (the “"Change of Control Payment”") plus (ii) an amount equal in cash equal the aggregate to the target amount sum of Executive’s Annual Bonus for twelve months' Salary and all bonuses earned by the year of termination multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) Executive during the year of termination and the denominator of which is 365 ((i) and (ii) collectively, the “Change of Control Payment”); provided, however, that if as a result of such termination of employment the Executive would be entitled to greater benefits pursuant to Section 7.5, the Executive will be entitled to receive the amount payable under Section 7.5 in a lump sum. In addition to the foregoing, the Company shall promptly (but in no event later than sixty (60) days following the date of termination) pay to Executive any Base Salary due and owing through the date of twelve months preceding such termination, less applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof and any unpaid Annual Bonus amounts under Section 3 for prior years. Executive will not be required to mitigate the amount of compensation payable to Executive hereunder, by seeking to secure other employment or otherwise, and the . 13.2 The Change of Control Payment will not be reduced by reason of Executive securing other employment or for any other reason. (b) For purposes of this Agreement, the term “Change of Control” shall be deemed paid to have occurred upon the Executive in three consecutive, equal monthly installments, on the fifteenth day of each calendar month commencing during the month next following the (1) the first to occur of the month in which the Executive is no longer employed by the Corporation and (2) the effective date of a general release from the Executive in customary form for such circumstances. The Change of Control Payment shall be in lieu of any other claim for compensation under this Agreement, any wage continuation law or at common law, or any claim to severance or similar payments or benefits which the Executive may otherwise have or make. If group health plan benefits continue for employees of the Corporation following events:such Change of Control, the Health Benefit shall also continue for a twelve month period. Without limiting any other rights or remedies which the Corporation may have, it is understood that the Corporation shall be under no further obligation to make any such Change of Control Payments and shall be entitled to be reimbursed therefor by the Executive or his estate if the Executive violates any of the covenants set forth in this Agreement. 13.3 In the event that the Change of Control Payment shall become payable to the Executive, the Executive shall not be required, either in mitigation of damages or by the terms of any provisions of this Agreement or otherwise, to seek or accept other employment, and if the Executive does accept other employment, any benefits or payments under this Agreement shall not be reduced by any compensation earned or other benefits received as a result of such employment.

Change of Control Payment. (a) If there is a Change of Control, (i) during the period beginning on the date any time Executive is a full-time executive officer of Bank, or (ii) within six (6) months prior to a Change in Control (as defined below) and ending on the date two (2) years after the occurrence following Executive's termination of a Change of Controlemployment by Bank, Executive’s employment hereunder is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company will pay to Executive within thirty (30) days of such termination an amount equal to (i) twelve (12) months reason of Executive’s then-current Base Salary payable in 's death or Disability, then Executive shall be entitled to receive a lump sum payment (the “"Change of Control Payment”") plus (ii) an amount in consideration of services previously rendered to Bank. The Change of Control Payment shall be made as a lump sum cash payment equal to the target amount greater of (A) one times (1x) Executive’s Annual Bonus for the year 's annual base salary (calculated as of termination multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365 ((i) and (ii) collectively, the “Change of Control Payment”or, in the case of Section 2(a)(ii), calculated as of the date of prior termination), or (B) Executive's total compensation, including salary and any cash incentive compensation, from Bank for services rendered for the last full calendar year immediately preceding the Change of Control. The Change of Control Payment shall be paid in full within 15 days following the date of the Change of Control; provided, however, that if such payment may be deferred for such period (not to exceed 90 days) following the date of the Change of Control as a result of such termination of the Bank requests that Executive continue to provide services to it. If Executive voluntarily terminates employment the Executive would be entitled to greater benefits pursuant to Section 7.5, the Executive will be entitled to receive the amount payable under Section 7.5 in a lump sum. In addition with Bank prior to the foregoing, the Company shall promptly date (but in no event later not more than sixty (60) 90 days following the date of terminationthe Change of Control) pay specified by Bank, Executive shall forfeit his right to Executive any Base Salary due and owing through receive the date Change of such termination, less applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof and any unpaid Annual Bonus amounts under Section 3 for prior yearsControl Payment. Executive will The Change of Control Payment shall not be required reduced by any compensation which Executive may receive from Bank or from other employment with another employer should Executive's employment with Bank terminate. (b) All payments made pursuant to mitigate this Agreement will be subject to withholding of applicable income and employment taxes. (c) If, after a Change of Control, Executive prevails in any action to enforce this Agreement, then Bank shall be obligated to reimburse Executive for all reasonable fees and expenses, including reasonable attorneys' fees of counsel chosen by Executive in his sole discretion. (d) Notwithstanding any other provision of this Agreement or of any other agreement, understanding or compensation plan, Bank shall not be obligated to pay any amounts which violate restrictions imposed, or which may in the amount future be imposed, on such payments by Bank pursuant to Section 18(k)(1) of compensation payable the Federal Deposit Insurance Act, or any regulations or orders which are or may be promulgated thereunder; nor shall any payments be made which would constitute an "unsafe or unsound banking practice" pursuant to 12 U.C.C. Section 18(b). (e) Notwithstanding any other provision hereof, in the event that any payment or benefit received or to be received by Executive hereunderin connection with a Change of Control would not be deductible (in whole or part) as a result of Section 280G of the Internal Revenue Code, by seeking to secure Bank, an affiliate or other employment person making such payment or otherwiseproviding such benefit, and the Change of Control Payment will shall reduced until no portion is not be deductible, or the Change of Control Payment is reduced by reason of Executive securing other employment or for any other reason. (b) to zero. For purposes of this Agreementlimitation, (i) no portion of the term “Change of Control” Control Payment the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Change of Control Payment shall be deemed to have occurred upon the first to occur taken into account; (ii) no portion of the following events:Change of Control Payment shall be taken into account which in the opinion of tax counsel selected by Bank's independent auditors and acceptable to Executive does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code; (iii) the Change of Control Payment shall be reduced only to the extent necessary so that such payment shall constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Internal Revenue Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non cash benefit or any deferred payment or benefit included in the Change of Control Payment shall be determined by Bank's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Internal Revenue Code.

Change of Control Payment. (a) If there is a Change of Control, (i) during the period beginning on the date any time Executive is a full-time executive officer of Bank, or (ii) within six (6) months prior to a Change in Control (as defined below) and ending on the date two (2) years after the occurrence following Executive's termination of a Change of Controlemployment by Bank, Executive’s employment hereunder is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company will pay to Executive within thirty (30) days of such termination an amount equal to (i) twelve (12) months reason of Executive’s then-current Base Salary payable in a lump sum (the “Change of Control Payment”) plus (ii) an amount in cash equal to the target amount of Executive’s Annual Bonus for the year of termination multiplied by a fraction's death or Disability, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365 ((i) and (ii) collectively, the “Change of Control Payment”); provided, however, that if as a result of such termination of employment the then Executive would be entitled to greater benefits pursuant to Section 7.5, the Executive will shall be entitled to receive a payment (the amount payable under Section 7.5 "CHANGE OF CONTROL PAYMENT") in consideration of services previously rendered to Bank. The Change of Control Payment shall be made as a lump sum. In addition sum cash payment equal to the foregoinggreater of (A) two times (2x) Executive's annual base salary (calculated as of the date of the Change of Control or, in the Company case of Section 2(a)(ii), calculated as of the date of prior termination), or (B) Executive's total compensation, including salary and any cash incentive compensation, from Bank for services rendered for the last full calendar year immediately preceding the Change of Control. The Change of Control Payment shall promptly (but be paid in no event later than sixty (60) full within 15 days following the date of terminationthe Change of Control; PROVIDED, HOWEVER, that such payment may be deferred for such period (not to exceed six months) pay to Executive any Base Salary due and owing through following the date of such terminationthe Change of Control as the Bank requests that Executive continue to provide services to it. If Executive voluntarily terminates employment with Bank prior to the date (not more than six months following the date of the Change of Control) specified by Bank, less applicable payroll taxesExecutive shall forfeit his right to receive the Change of Control Payment. The Change of Control Payment shall not be reduced by any compensation which Executive may receive from Bank or from other employment with another employer should Executive's employment with Bank terminate. In addition, withholding and deductionsnotwithstanding the foregoing, together with any unpaid expense reimbursements owed in the event Executive under Section 6 hereof and any unpaid Annual Bonus amounts under Section 3 for prior years. gives Bank notice that Executive will voluntarily terminate his employment pursuant to his employment agreement with Bank and thereafter a Change of Control occurs, Executive shall have no right to receive the Change of Control Payment. (b) All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes. (c) If, after a Change of Control, Executive prevails in any action to enforce this Agreement, then Bank shall be obligated to reimburse Executive for all reasonable fees and expenses, including reasonable attorneys' fees of counsel chosen by Executive in his sole discretion. (d) Notwithstanding any other provision of this Agreement or of any other agreement, understanding or compensation plan, Bank shall not be required obligated to mitigate pay any amounts which violate restrictions imposed, or which may in the amount future be imposed, on such payments by Bank pursuant to Section 18(k)(1) of compensation payable the Federal Deposit Insurance Act, or any regulations or orders which are or may be promulgated thereunder; nor shall any payments be made which would constitute an "unsafe or unsound banking practice" pursuant to 12 U.C.C. Section 18(b). (e) Notwithstanding any other provision hereof, in the event that any payment or benefit received or to be received by Executive hereunderin connection with a Change of Control would not be deductible (in whole or part) as a result of Section 280G of the Internal Revenue Code, by seeking to secure Bank, an affiliate or other employment person making such payment or otherwiseproviding such benefit, and the Change of Control Payment will shall reduced until no portion is not be deductible, or the Change of Control Payment is reduced by reason of Executive securing other employment or for any other reason. (b) to zero. For purposes of this Agreementlimitation, (i) no portion of the term “Change of Control” Control Payment the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Change of Control Payment shall be deemed to have occurred upon the first to occur taken into account; (ii) no portion of the following events:Change of Control Payment shall be taken into account which in the opinion of tax counsel selected by Bank's independent auditors and acceptable to Executive does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code; (iii) the Change of Control Payment shall be reduced only to the extent necessary so that such payment shall constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Internal Revenue Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non cash benefit or any deferred payment or benefit included in the Change of Control Payment shall be determined by Bank's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Internal Revenue Code.

Change of Control Payment. (a) If there is a Change of Control, (i) during the period beginning on the date any time Executive is a full-time executive officer of Bank, or (ii) within six (6) months prior to a Change in Control (as defined below) and ending on the date two (2) years after the occurrence following Executive's termination of a Change of Controlemployment by Bank, Executive’s employment hereunder is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company will pay to Executive within thirty (30) days of such termination an amount equal to (i) twelve (12) months reason of Executive’s then-current Base Salary payable 's death or Disability, then Executive shall be entitled to receive a payment (the "CHANGE OF CONTROL PAYMENT") in consideration of services previously rendered to Bank. The Change of Control Payment shall be made as a lump sum cash payment equal to one times (1x) Executive's annual base salary (calculated as of the “date of the Change of Control Payment”) plus (ii) an amount or, in cash equal to the target amount case of Executive’s Annual Bonus for the year Section 2(a)(ii), calculated as of termination multiplied by a fraction, the numerator of which is the number of completed days (including the date of prior termination) during the year of termination and the denominator of which is 365 ((i) and (ii) collectively, the “). The Change of Control Payment”)Payment shall be paid in full within 15 days following the date of the Change of Control; provided, however, that if such payment may be-deferred for such period (not to exceed 90 days) following the date of the Change of Control as a result of such termination of the Bank requests that Executive continue to provide services to it. If Executive voluntarily terminates employment the Executive would be entitled to greater benefits pursuant to Section 7.5, the Executive will be entitled to receive the amount payable under Section 7.5 in a lump sum. In addition with Bank prior to the foregoing, the Company shall promptly date (but in no event later not more than sixty (60) 90 days following the date of terminationthe Change of Control) pay specified by Bank, Executive shall forfeit his right to Executive any Base Salary due and owing through receive the date Change of such termination, less applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof and any unpaid Annual Bonus amounts under Section 3 for prior yearsControl Payment. Executive will The Change of Control Payment shall not be required reduced by any compensation which Executive may receive from Bank or from other employment with another employer should Executive's employment with Bank terminate. (b) All payments made pursuant to mitigate this Agreement will be subject to withholding of applicable income and employment taxes (c) If, after a Change of Control Executive prevails in any action to enforce this Agreement, then Bank shall be obligated to reimburse Executive far all reasonable fees and expenses, including reasonable attorneys' fees of counsel chosen by Executive in his sole discretion. (d) Notwithstanding any other provision of this Agreement or of any other agreement, understanding or compensation plan, Bank shall not be obligated to pay any amounts which violate restrictions imposed, or which may in the amount future be imposed, on such payments by Bank pursuant to Section 18(k)(l) of compensation payable the Federal Deposit Insurance Act, or any regulations or orders which are or may be promulgated thereunder; nor shall any payments be made which would constitute an "unsafe or unsound banking practice" pursuant to 12 U.C.C. Section 18(b). (e) Notwithstanding any other provision hereof, in the event that any payment or benefit received or to be received by Executive hereunderin connection with a Change of Control would not be deductible (in whole or part) as a result of Section 280G of the Internal Revenue Code, by seeking to secure Bank, an affiliate or other employment person making such payment or otherwiseproviding such benefit, and the Change of Control Payment will shall reduced until no portion is not be deductible, or the Change of Control Payment is reduced by reason of Executive securing other employment or for any other reason. (b) to zero. For purposes of this Agreementlimitation, (i) no portion of the term “Change of Control” Control Payment the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Change of Control Payment shall be deemed to have occurred upon the first to occur taken into account; (ii) no portion of the following events:Change of Control Payment shall be taken into account which in the opinion of tax counsel selected by Bank's independent auditors and acceptable to Executive does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code; (iii) the Change of Control Payment shall be reduced only to the extent necessary so that such payment shall constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Internal Revenue Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non cash benefit or any deferred payment or benefit included in the Change of Control Payment shall be determined by Bank's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Internal Revenue Code.

Change of Control Payment. (a) If In the event a Change of Control (defined in Section 4(a) below) occurs during the period beginning Employee's employment with the Corporation, the Corporation shall be obligated, subject to the limitation contained in Section 2(b) below, to pay the Employee, as compensation for services rendered to the Corporation, an amount equal to: (i) the amount of the Employee's annual base salary in effect on the date six the Change of Control occurs, and (6ii) an amount equal to the sum of (A) the bonus payable to the Employee for the year during which the Change of Control occurs, prorated through the date the Change of Control occurs, plus (B) the average annual bonus paid to the Employee for the two complete fiscal years that precede the fiscal year during which the Change of Control occurs. In addition, the Corporation shall waive for 12 months prior following the Employee's termination of employment (whenever such termination shall occur) any required premium payment due from the Employee to a Change in Control allow the Employee to continue the Employee's coverage under the Corporation's group health plan pursuant to Public Law 99-272, Title X (i.e., "COBRA"). The Employee shall not be entitled to the foregoing change of control benefits if the Employee is terminated for Cause (as defined belowin Section 4(b)) and ending on prior to the Change of Control. Amounts payable by the Corporation pursuant to this Section 2(a) shall be paid to the Employee in substantially equal installments (subject to any applicable payroll or other taxes required to be withheld), over a one year period, without interest, with the first such payment made not later than 30 days after the date two the Change of Control occurs and with succeeding installments paid in accordance with the Corporation's regular payroll cycles for executive employees. In the event the Employee dies prior to the payment of all amounts due pursuant to this Section 2(a), remaining unpaid installments shall be paid to his estate. Notwithstanding the foregoing, at the sole election of the Corporation, the entire amount payable to the Employee pursuant to this Section 2(a) may be paid in a lump sum, not later than the 30th day following the date the Change of Control occurs. (2b) years after Notwithstanding anything in this Agreement to the occurrence contrary, in the event that the amount payable to the Employee pursuant to Section 2(a) above, when added to all other amounts paid or to be paid to, and the value of all property received or to be received by the Employee in anticipation of or following a Change of Control, Executive’s employment hereunder is terminated by the Company whether paid or received pursuant to this Agreement or otherwise (such other than for Cause or by the Executive for Good Reason, the Company will pay amounts and property being referred to Executive within thirty (30) days of such termination an amount equal to (i) twelve (12) months of Executive’s then-current Base Salary payable in a lump sum (the “herein as "Other Change of Control Payment”Payments"), would constitute an excess parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (or any successor or renumbered section), then the amount payable pursuant to Section 2(a) plus (ii) an amount in cash equal of this Agreement shall be reduced to the target maximum amount of Executive’s Annual Bonus for the year of termination multiplied by a fractionwhich, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365 ((i) and (ii) collectively, the “when added to such Other Change of Control Payment”); providedPayments, however, that if as a result of such termination of employment the Executive would be entitled to greater benefits pursuant to Section 7.5, the Executive will be entitled to receive the amount payable under Section 7.5 in a lump sum. In addition to the foregoing, the Company shall promptly (but in no event later than sixty (60) days following the date of termination) pay to Executive any Base Salary due and owing through the date of such termination, less applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof and any unpaid Annual Bonus amounts under Section 3 for prior years. Executive will does not be required to mitigate the amount of compensation payable to Executive hereunder, by seeking to secure other employment or otherwise, and the Change of Control Payment will not be reduced by reason of Executive securing other employment or for any other reasonconstitute an excess parachute payment. (b) For purposes of this Agreement, the term “Change of Control” shall be deemed to have occurred upon the first to occur of the following events:

Change of Control Payment. (a) If during 13.1 In the period beginning on event that the date six (6) employment of the Employee under this Agreement shall be terminated by the Corporation without "cause" within twelve months prior to after a Change in of Control (as defined belowherein defined) and ending on of the date two (2) years after the occurrence of a Change of ControlCorporation, Executive’s employment hereunder is terminated by the Company other than for Cause or by the Executive for "Good Reason" (as hereinafter defined) within twelve months after a Change of Control (as herein defined) of the Corporation, in addition to the Salary and other compensation (including accrued vacation, cash bonuses, incentive and performance compensation) earned hereunder and unpaid or not delivered through the date of termination and any benefits referred to in which the Executive has a vested right under the terms and conditions of the plan or program pursuant to which such benefits were granted (without regard to such termination) but in lieu of the Severance Payment, the Company will Corporation shall pay to the Executive within thirty (30) days of such termination an amount equal to (i) twelve (12) months of Executive’s then-current Base Salary payable in a lump sum cash payment (the “"Change of Control Payment”") plus (ii) an amount equal in cash equal the aggregate to the target amount sum of Executive’s Annual Bonus for twelve months' Salary and all bonuses earned by the year of termination multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) Executive during the year of termination and the denominator of which is 365 ((i) and (ii) collectively, the “Change of Control Payment”); provided, however, that if as a result of such termination of employment the Executive would be entitled to greater benefits pursuant to Section 7.5, the Executive will be entitled to receive the amount payable under Section 7.5 in a lump sum. In addition to the foregoing, the Company shall promptly (but in no event later than sixty (60) days following the date of termination) pay to Executive any Base Salary due and owing through the date of twelve months preceding such termination, less applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof and any unpaid Annual Bonus amounts under Section 3 for prior years. Executive will not be required to mitigate the amount of compensation payable to Executive hereunder, by seeking to secure other employment or otherwise, and the . 13.2 The Change of Control Payment will not be reduced by reason of Executive securing other employment or for any other reason. (b) For purposes of this Agreement, the term “Change of Control” shall be deemed paid to have occurred upon the Executive in three consecutive, equal monthly installments, on the fifteenth day of each calendar month commencing during the month next following the (1) the first to occur of the month in which the Executive is no longer employed by the Corporation and (2) the effective date of a general release from the Executive in customary form for such circumstances. The Change of Control Payment shall be in lieu of any other claim for compensation under this Agreement, any wage continuation law or at common law, or any claim to severance or similar payments or benefits which the Executive may otherwise have or make. If group health plan benefits continue for employees of the Corporation following such Change of Control, the Health Benefit shall also continue for a twelve month period. Without limiting any other rights or remedies which the Corporation may have, it is understood that the Corporation shall be under no further obligation to make any such Change of Control Payments and shall be entitled to be reimbursed therefor by the Executive or his estate if the Executive violates any of the covenants set forth in this Agreement. 13.3 In the event that the Change of Control Payment shall become payable to the Executive, the Executive shall not be required, either in mitigation of damages or by the terms of any provisions of this Agreement or otherwise, to seek or accept other employment, and if the Executive does accept other employment, any benefits or payments under this Agreement shall not be reduced by any compensation earned or other benefits received as a result of such employment. 13.4 For purposes of this Section, "Good Reason" shall mean the occurrence of any of the following events:: (a) a material adverse change in the nature or scope of the Executive's responsibilities, authorities, title, powers, functions or reporting procedures prior to a Change of Control (other than changes to reflect the integration of the Corporation with an acquiror's operations which do not amount to the functional equivalent of a demotion); (b) a reduction in the Executive's annual base Salary as in effect immediately prior to a Change of Control; or (c) the relocation of the office at which the Executive is principally employed immediately prior to a Change of Control to a location more than 50 miles from such office or the requirement by the acquiror for the Executive to be based anywhere other than such current office, except for required business travel to an extent substantially consistent with the Executive's business travel obligations immediately prior to the Change or Control.

Change of Control Payment. (a) If there is a Change of Control, (i) during the period beginning on the date any time Executive is a full-time executive officer of Bancorp or Bank, or (ii) within six (6) months prior to a Change in Control (as defined below) and ending on following the date two (2) years after the occurrence of a Change Executive's termination of Controlemployment by Bank, Executive’s employment hereunder is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company will pay to Executive within thirty (30) days of such termination an amount equal to (i) twelve (12) months reason of Executive’s then-current Base Salary payable in a lump sum (the “Change of Control Payment”) plus (ii) an amount in cash equal to the target amount of Executive’s Annual Bonus for the year of termination multiplied by a fraction's death or Disability, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365 ((i) and (ii) collectively, the “Change of Control Payment”); provided, however, that if as a result of such termination of employment the then Executive would be entitled to greater benefits pursuant to Section 7.5, the Executive will shall be entitled to receive a payment (the amount payable under Section 7.5 "CHANGE OF CONTROL PAYMENT") in consideration of services previously rendered to Patriot. The Change of Control Payment shall be made as a lump sum. In addition sum cash payment equal to the foregoinggreater of (A) two times Executive's annual base salary (calculated as of the date of the Change of Control or, in the Company case of Section 2(a)(ii), calculated as of the date of prior termination), or (B) two times Executive's total compensation, including salary and any cash incentive compensation, from Patriot for services rendered for the last full calendar year immediately preceding the Change of Control. The Change of Control Payment shall promptly (but be paid in no event later than sixty (60) full within 15 days following the date of terminationthe Change of Control; PROVIDED, HOWEVER, that such payment may be deferred for such period (not to exceed six months) pay to Executive any Base Salary due and owing through following the date of such terminationthe Change of Control if Bancorp or the Bank requests that Executive continue to provide services to it. If Executive voluntarily terminates employment with Bancorp or Bank prior to the date (not more than six months following the date of the Change of Control) specified by Bancorp or Bank, less applicable payroll taxesExecutive shall forfeit his right to receive the Change of Control Payment. The Change of Control Payment shall not be reduced by any compensation which Executive may receive from Bancorp or Bank or from other employment with another employer should Executive's employment with Bank terminate. In addition, withholding and deductionsnotwithstanding the foregoing, together with any unpaid expense reimbursements owed in the event Executive under Section 6 hereof and any unpaid Annual Bonus amounts under Section 3 for prior years. gives Bancorp or Bank notice that Executive will voluntarily terminate his employment with Bancorp or Bank and thereafter a Change of Control occurs, Executive shall have no right to receive the Change of Control Payment. (b) All payments made pursuant to this Agreement will be subject to withholding of applicable income and employment taxes. (c) If, after a Change of Control, Executive prevails in any action to enforce this Agreement, then Bancorp or Bank shall be obligated to reimburse Executive for all reasonable fees and expenses, including reasonable attorneys' fees of counsel chosen by Executive in his sole discretion. (d) Notwithstanding any other provision of this Agreement or of any other agreement, understanding or compensation plan, Bank shall not be required obligated to mitigate pay any amounts which violate restrictions imposed, or which may in the amount future be imposed, on such payments by Bank pursuant to Section 18(k)(1) of compensation payable the Federal Deposit Insurance Act, or any regulations or orders which are or may be promulgated thereunder; nor shall any payments be made which would constitute an "unsafe or unsound banking practice" pursuant to 12 U.C.C. Section 18(b). (e) Notwithstanding any other provision hereof, in the event that any payment or benefit received or to be received by Executive hereunderin connection with a Change of Control would not be deductible (in whole or part) as a result of Section 280G of the Internal Revenue Code, by seeking to secure Bank, an affiliate or other employment person making such payment or otherwiseproviding such benefit, and the Change of Control Payment will not shall be reduced by reason until no portion is not deductible, or the Change of Executive securing other employment or for any other reason. (b) Control Payment is reduced to zero. For purposes of this Agreementlimitation, (i) no portion of the term “Change of Control” Control Payment the receipt or enjoyment of which Executive shall have effectively waived in writing prior to the date of payment of the Change of Control Payment shall be deemed to have occurred upon the first to occur taken into account; (ii) no portion of the following events:Change of Control Payment shall be taken into account which in the opinion of tax counsel selected by Patriot's independent auditors and acceptable to Executive does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code; (iii) the Change of Control Payment shall be reduced only to the extent necessary so that such payment shall constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Internal Revenue Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non cash benefit or any deferred payment or benefit included in the Change of Control Payment shall be determined by Patriot's independent auditors, in accordance with the principles of Sections 280G(d)(3) and (4) of the Internal Revenue Code. In the event that Patriot's independent auditors cannot or decline to act as aforesaid, their duties may be discharged by such other independent professional firm as the Board of Directors of Bancorp may determine.