Common use of Compensation During Employment Period Clause in Contracts

Compensation During Employment Period. (a) During the Employment Period, the Executive will receive an annual base salary ("Annual Base Salary"), at least equal to the base salary paid or payable to the Executive by Jefferson and its Affiliates in respect of the twelve-month period immediately preceding the Change of Control Date. During the Employment Period, the Annual Base Salary will be increased at any time and from time to time as will be substantially consistent with increases in base salary generally awarded in the ordinary course of business to other peer executives of Jefferson and its Affiliates. Any increase in Annual Base Salary will not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary will not be reduced after any such increase. (b) During the Employment Period, the Executive will be entitled to participate in all incentive (including, without limitation, stock incentive), savings, retirement, split dollar life insurance plans, practices, policies and programs applicable generally to other peer executives of Jefferson and its Affiliates, but in no event will such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than those provided by Jefferson and its Affiliates for the Executive under such plans, practices, policies and program as in effect at any time during the six (6) months immediately preceding the Change of Control Date, provided that the Executive's total incentive compensation for each fiscal year during the Employment Period will be not less than the total incentive compensation paid or payable to the Executive by Jefferson and its Affiliates in respect of the fiscal year immediately preceding the Change of Control Date. (c) During the Employment Period, the Executive and/or the Executive's family, as the case may be, will be eligible for participation in and will receive all benefits under welfare benefit plans, practices, policies and programs provided by Jefferson and its Affiliates (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of Jefferson and its Affiliates, but in no event will such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the six (6) months immediately preceding the Change of Control Date. (d) During the Employment Period, the Executive will be entitled to fringe benefits in accordance with the most favorable plans, practices, programs and policies of Jefferson and its Affiliates in effect for the Executive at any time during the six (6) months immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally from time to time after the Change of Control Date with respect to other peer executives of Jefferson and its Affiliates. (e) Upon a Change of Control, for purposes of the Jefferson Executive Incentive Plan ("Executive Incentive Plan") for the fiscal year in which the Change of Control occurs, Jefferson will be deemed to have achieved the level of performance as to each performance goal that is the greater of (i) the actual level of performance, or (ii) the target level of performance. If the Executive is not employed on the last day of the calendar year in which the Change of Control occurs, the Executive will receive a pro rata award payable under the Executive Incentive Plan as determined pursuant to this Section 3(c) based on the portion of the calendar year during which the Executive was employed.

Compensation During Employment Period. (a) During the period commencing six (6) months prior to a Change in Control ("Commencement Date") and ending upon the earlier of (i) one year after a Change in Control or (ii) upon termination of employment of Executive for any reason by Executive or by Fidelity Southern or the Bank or any Affiliate ("Employment Period"), the Executive will receive an annual base salary ("Annual Base Salary"), ') at least equal to the greater of (i) the annual base salary paid or payable to the Executive by Jefferson and its Fidelity Southern, the Bank and/or Affiliates in respect of the twelve-twelve full calendar month period immediately preceding the Commencement Date or (ii) the annual base salary rate of the Executive payable immediately prior to the Change of Control Datein Control. During the Employment Period, the Annual Base Salary will be increased at any time and from time to time so as will to be substantially consistent with increases in base salary salaries generally awarded in the ordinary course of business to other peer executives of Jefferson Fidelity Southern, the Bank and its Affiliates. Any increase in Annual Base Salary will not serve to limit or reduce any other obligation of Fidelity to the Executive under this Agreement. The Annual Base Salary in effect on the Commencement Date will not be reduced after thereafter nor shall any such increaseincrease during the Employment Period be reduced thereafter. (b) During the Employment Period, the Executive will be entitled to participate in all incentive plans (including, without limitation, stock incentive)option, stock purchase, savings, retirement, split dollar life insurance supplemental medical and retirement plans, practices, policies ) and other programs and practices applicable generally to other peer executives of Jefferson and its AffiliatesFidelity Southern, the Bank or any Affiliate, but in no event will such plans, plans and other programs and practices, policies and programs including policies, provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement and other benefit opportunities, in each case, less favorable, in the aggregate, aggregate than those provided by Jefferson and its Affiliates Fidelity Southern, the Bank or any Affiliate for the Executive under such plans, practices, policies and program as in effect at any time during on and after the six (6) months immediately preceding Commencement Date and prior to the Change of Control DateControl. (c) In addition, provided that the method of the calculation of the Executive's total incentive compensation for each fiscal year year, or part thereof, during the Employment Period will not be not changed in any manner which will result in less than the total incentive compensation being paid or payable to the Executive by Jefferson Fidelity Southern, the Bank and its Affiliates in respect of the Employment Period (or any portion thereof) from the maximum amount that would have been paid using the method of calculating incentive compensation under the incentive compensation programs in effect immediately prior to the Change in Control. The parties agree that Executive shall be entitled to incentive compensation for services rendered during part of a fiscal year immediately preceding regardless of the Change reason for the termination of Control Dateemployment of Executive. (cd) During the Employment Period, the Executive and/or and the eligible Members of the Executive's family, as family ("Dependents") who participated (or otherwise provided coverage) on the case may be, will Commencement Date and continue to be eligible for participation in and any Welfare Plan, will receive all such benefits under welfare benefit plans, practices, policies and programs provided by Jefferson and its Affiliates (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) the Welfare Plans to the extent applicable generally to other peer executives of Jefferson Fidelity Southern, the Bank and its AffiliatesAffiliates similarly situated, but in no event will such plans, practices, policies and programs the Welfare Plans provide benefits for the Executive with benefits which and Beneficiaries that are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs benefits provided under the Welfare Plans in effect for the Executive at any time during the six (6) months immediately preceding the Change of Control DateEmployment Period. (de) During the Employment Period, the Executive will be entitled to fringe benefits in accordance with the most favorable plans, practices, programs and policies of Jefferson Fidelity Southern, the Bank and its Affiliates any Affiliate in effect for which the Executive qualifies or qualified at any time during the six (6) months immediately preceding the Change of Control Date orEmployment Period including, if more favorable to the Executive, as in effect generally from at any time to time on or after the Change of Control Date with respect to other peer executives of Jefferson and its Affiliates. (e) Upon a Change of Control, for purposes of the Jefferson Executive Incentive Plan ("Executive Incentive Plan") for the fiscal year in which the Change of Control occurs, Jefferson will be deemed to have achieved the level of performance as to each performance goal that is the greater of (i) the actual level of performance, or (ii) the target level of performance. If the Executive is not employed on the last day of the calendar year in which the Change of Control occursFidelity Southern, the Executive will receive a pro rata award payable under the Executive Incentive Plan as determined pursuant to this Section 3(c) based on the portion of the calendar year during which the Executive was employedBank or any Affiliate.

Compensation During Employment Period. (a) During the Employment Period, the Executive will receive an annual base salary ("Annual Base Salary"), at least equal to the base salary paid or payable to the Executive by Jefferson and its Affiliates in respect of the twelve-month period immediately preceding the Change of Control Date. During the Employment Period, the Annual Base Salary will be increased at any time and from time to time as will be substantially consistent with increases in base salary generally awarded in the ordinary course of business to other peer executives of Jefferson and its Affiliates. Any increase in Annual Base Salary will not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary will not be reduced after any such increase. (b) During the Employment Period, the Executive will be entitled to participate in all incentive (including, without limitation, stock incentive), savings, retirement, split dollar life insurance plans, practices, policies and programs applicable generally to other peer executives of Jefferson and its Affiliates, but in no event will such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than those provided by Jefferson and its Affiliates for the Executive under such plans, practices, policies olicies and program as in effect at any time during the six (6) months immediately preceding the Change of Control Date, provided that the Executive's total incentive compensation for each fiscal year during the Employment Period will be not less than the total incentive compensation paid or payable to the Executive by Jefferson and its Affiliates in respect of the fiscal year immediately preceding the Change of Control Date. (c) During the Employment Period, the Executive and/or the Executive's family, as the case may be, will be eligible for participation in and will receive all benefits under welfare benefit plans, practices, policies and programs provided by Jefferson and its Affiliates (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of Jefferson and its Affiliates, but in no event will such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the six (6) months immediately preceding the Change of Control Date. (d) During the Employment Period, the Executive will be entitled to fringe benefits in accordance with the most favorable plans, practices, programs and policies of Jefferson and its Affiliates in effect for the Executive at any time during the six (6) months immediately preceding the Change of Control Date or, if more favorable to the Executive, as in effect generally from time to time after the Change of Control Date with respect to other peer executives of Jefferson and its Affiliates. (e) Upon a Change of Control, for purposes of the Jefferson Executive Incentive Plan ("Executive Incentive Plan") for the fiscal year in which the Change of Control occurs, Jefferson will be deemed to have achieved the level of performance as to each performance goal that is the greater of (i) the actual level of performance, or (ii) the target level of performance. If the Executive is not employed on the last day of the calendar year in which the Change of Control occurs, the Executive will receive a pro rata award payable under the Executive Incentive Plan as determined pursuant to this Section 3(c) based on the portion of the calendar year during which the Executive was employed.