Common use of Compensation Upon a Change in Control Clause in Contracts

Compensation Upon a Change in Control. A. In the event that a Change in Control occurs during the Bank’s employment of the Executive and (i) the Executive’s employment is terminated by the Bank or any successor to the Company or the Bank other than for Cause (as defined below), within one hundred and twenty (120) days prior to the completion of such Change of Control or within one (1) year after the completion of such Change in Control; or (ii) the Executive resigns his or her employment for Good Reason (as defined below) within one (1) year after the completion of such Change in Control; the Executive shall be paid in the aggregate the following (subject to reduction as set forth elsewhere in this Agreement): (i) an amount equal to two (2) times the Executive’s annual base compensation for the last calendar year ended immediately preceding the Change in Control, plus (ii) an amount equal to two (2) times the average annual bonus received for the last two calendar years ended immediately preceding the Change in Control, plus (iii) all obligations accrued with respect to employment prior to any such termination pursuant to Section 1A(i) or 1A(ii) of this Agreement (such as earned but unused vacation pay) and vested benefits (including but not limited to any vested awards of stock options or restricted stock under any Bank or Company equity incentive plans as determined in accordance with the terms of such equity incentive plans). The Bank shall pay such amounts and/or provide such vested benefits, less applicable withholdings, employment and payroll taxes (which taxes shall be paid upon termination or resignation of the Executive’s employment or at the time payments are made hereunder, as required by law), in 24 equal monthly installments (without interest or other adjustment) on the first day of each month commencing with the first such date that is at least six (6) months after the date of the Executive’s “separation from service” (as such term is defined for purposes of Section 409A of the Internal Revenue Code pursuant to Treasury Regulations and other guidance promulgated thereunder) and continuing for 23 successive months thereafter. This payment schedule is intended to comply with the requirements of Section 409A of the Internal Revenue Code and shall be interpreted consistently therewith. B. The Executive may designate in writing (on a form provided by the Bank and delivered by the Executive to the Bank before the Executive’s death, substantially in the form attached to this Agreement) primary and contingent beneficiaries to receive the balance of any payments or vested or accrued benefits under section 1.A that are not made prior to the Executive’s death and the proportions in which such beneficiaries are to receive such payment. The total amount of the balance of such payment or the sum of such benefits shall be paid or transferred to such beneficiaries in a single unreduced lump sum payment or transfer made within ninety (90) days following the Executive’s death. The Executive may change beneficiary designations from time to time by completing and delivering additional such forms to the Bank. The last written beneficiary designation on such form delivered by the Executive to the Bank prior to the Executive’s death will control. If the Executive fails to designate a beneficiary in such manner, or if no designated beneficiary survives the Executive, then the Executive’s payment balance shall be paid to the Executive’s estate in an unreduced lump sum payment or vested benefit transfer within ninety (90) days following the Executive’s death.

Compensation Upon a Change in Control. A. In the event that a Change in Control occurs during the Bank’s employment of the Executive and (i) the Executive’s employment is terminated by the Company or the Bank or any successor to the Company or the Bank other than for Cause (as defined below), within one hundred and twenty (120) days prior to the completion of such Change of Control or within one (1) year after the completion of such Change in Control; or (ii) the Executive resigns his or her employment for Good Reason (as defined below) within one (1) year after the completion of such Change in Control; the Executive shall be paid in receive the aggregate the following (subject to reduction as set forth elsewhere in this Agreement): following: (i) an amount equal to two (2) times the Executive’s annual base compensation for the last calendar year ended immediately preceding the Change in Control, plus (ii) an amount equal to two (2) times the average annual bonus received for the last two calendar years ended immediately preceding the Change in Control, plus (iii) all accrued obligations accrued with respect to employment prior to any such termination pursuant to Section 1A(i) or 1A(ii) of this Agreement (such as earned but unused vacation pay) and vested benefits (including but not limited to any vested awards of stock options or restricted stock under any Bank or Company equity incentive plans as determined in accordance with plan) accrued prior to any such termination of or resignation by the terms of such equity incentive plans)Executive. The Bank shall pay such amounts and/or provide such vested benefits, less applicable withholdings, employment and payroll taxes (which taxes shall be paid upon termination or resignation of the Executive’s employment or at the time payments are made hereunder, as required by law), in 24 equal monthly installments (without interest or other adjustment) on the first day of each month commencing with the first such date that is at least six (6) months after the date of the Executive’s “separation from service” (as such term is defined for purposes of Section 409A of the Internal Revenue Code pursuant to Treasury Regulations and other guidance promulgated thereunder) and continuing for 23 successive months thereafter. This payment schedule is intended to comply with the requirements of Section 409A of the Internal Revenue Code and shall be interpreted consistently therewith. B. The Executive may designate in writing (on a form provided by the Bank and delivered by the Executive to the Bank before the Executive’s death, substantially in the form attached to this Agreement) primary and contingent beneficiaries to receive the balance of any payments or vested or accrued benefits under section 1.A that are not made prior to the Executive’s death and the proportions in which such beneficiaries are to receive such payment. The total amount of the balance of such payment or the sum of such benefits shall be paid or transferred to such beneficiaries in a single unreduced lump sum payment or transfer made within ninety (90) days following the Executive’s death. The Executive may change beneficiary designations from time to time by completing and delivering additional such forms to the Bank. The last written beneficiary designation on such form delivered by the Executive to the Bank prior to the Executive’s death will control. If the Executive fails to designate a beneficiary in such manner, or if no designated beneficiary survives the Executive, then the Executive’s payment balance shall be paid to the Executive’s estate in an unreduced lump sum payment or vested benefit transfer within ninety (90) days following the Executive’s death.

Compensation Upon a Change in Control. A. In the event that a Change in Control occurs during the Bank’s employment of the Executive and (i) the Executive’s employment is terminated by the Company or the Bank or any successor to the Company or the Bank other than for Cause (as defined below), within one hundred and twenty (120) days prior to the completion of such Change of Control or within one (1) year after of the completion of such Change in Control; or (ii) the Executive resigns his or her employment for Good Reason (as defined below) any reason within one (1) year after of the completion of such Change in Control; or (iii) the Executive is offered a position with any successor to the Company or the Bank at or around the time of such Change in Control but decides that he does not wish to accept such a position and, as a result, the Executive suffers a job loss (either by termination or resignation); the Executive shall be paid in the aggregate the following (subject to reduction as set forth elsewhere in this Agreement): (i) receive an amount equal to two (2) times the Executive’s annual base compensation for the last calendar year ended immediately preceding the Change in Control, plus (ii) an amount equal to two (2) times the average annual bonus received for the last two calendar years ended immediately preceding the Change in Control, plus (iii) all obligations accrued with respect to employment prior to any such termination pursuant to Section 1A(i) or 1A(ii) of this Agreement (such as earned but unused vacation pay) and vested benefits (including but not limited to any vested awards of stock options or restricted stock under any Bank or Company equity incentive plans as determined in accordance with the terms of such equity incentive plans). The Bank shall pay such amounts and/or provide such vested benefitsSuch amounts, less applicable withholdings, employment and payroll taxes (which taxes shall be paid upon termination or resignation of the Executive’s employment or at the time payments are made hereunder, as required by law), in 24 equal monthly installments shall be paid (without interest or other adjustment) in 120 equal monthly installments on the first day of each month commencing with the first such date that is at least six (6) months after the effective date of the termination or resignation of the Executive’s “separation from service” (as such term is defined for purposes of Section 409A of the Internal Revenue Code pursuant to Treasury Regulations and other guidance promulgated thereunder) employment and continuing for 23 119 successive months thereafter. This payment schedule is intended to comply with the requirements of Section 409A of the Internal Revenue Code and shall be interpreted consistently therewith. B. The Executive may designate in writing (only on a form provided by the Bank and delivered by the Executive to the Bank before the Executive’s death, substantially in the form attached to this Agreement) primary and contingent beneficiaries to receive the balance of any payments or vested or accrued benefits payment under section 1.A Section 1A that are not made prior to the Executive’s death and the proportions in which such beneficiaries are to receive such payment. The total amount of the balance of such payment or the sum of such benefits shall be paid or transferred to such beneficiaries in a single unreduced lump sum payment or transfer made within ninety (90) days following the Executive’s death. The Executive may change beneficiary designations from time to time by completing and delivering additional such forms to the Bank. The last written beneficiary designation on such form delivered by the Executive to the Bank prior to the Executive’s death will control. If the Executive fails to designate a beneficiary in such manner, or if no designated beneficiary survives the Executive, then the Executive’s payment balance shall be paid to the Executive’s estate in an unreduced lump sum payment or vested benefit transfer within ninety (90) days following the Executive’s death.

Compensation Upon a Change in Control. A. In the event that a Change in Control occurs during the Bank’s employment of the Executive and (i) the Executive’s employment is terminated by the Bank or any successor to the Company or the Bank other than for Cause (as defined below), within one hundred and twenty (120) days prior to the completion of such Change of Control or within one (1) year after the completion of such Change in Control; or (ii) the Executive resigns his or her employment for Good Reason (as defined below) within one (1) year after the completion of such Change in Control; the Executive shall be paid in the aggregate the following (subject to reduction as set forth elsewhere in this Agreement): (i) an amount equal to two (2) times the Executive’s annual base compensation for the last calendar year ended immediately preceding the Change in Control, plus (ii) an amount equal to two (2) times the average annual bonus received for the last two calendar years ended immediately preceding the Change in Control, plus (iii) all obligations accrued with respect to employment prior to any such termination pursuant to Section section 1A(i) or 1A(ii) of this Agreement (such as earned but unused vacation pay) and vested benefits (including but not limited to any vested awards of stock options or restricted stock under any Bank or Company equity incentive plans plan as determined in accordance with the terms of such equity incentive plansplan). The Bank shall pay such amounts and/or provide such vested benefits, less applicable withholdings, employment and payroll taxes (which taxes shall be paid upon termination or resignation of the Executive’s employment or at the time payments are made hereunder, as required by law), in 24 equal monthly installments (without interest or other adjustment) on the first day of each month commencing with the first such date that is at least six (6) months after the date of the Executive’s “separation from service” (as such term is defined for purposes of Section 409A of the Internal Revenue Code pursuant to Treasury Regulations and other guidance promulgated thereunder) and continuing for 23 successive months thereafter. This payment schedule is intended to comply with the requirements of Section 409A of the Internal Revenue Code and shall be interpreted consistently therewith. B. The Executive may designate in writing (on a form provided by the Bank and delivered by the Executive to the Bank before the Executive’s death, substantially in the form attached to this Agreement) ), primary and contingent beneficiaries to receive the balance of any payments or vested or accrued benefits under section Section 1.A that are not made prior to the Executive’s death and the proportions in which such beneficiaries are to receive such payment. The total amount of the balance of such payment or the sum of such benefits shall be paid or transferred to such beneficiaries in a single unreduced lump sum payment or transfer made within ninety (90) days following the Executive’s death. The Executive may change beneficiary designations from time to time by completing and delivering additional such forms to the Bank. The last written beneficiary designation on such form delivered by the Executive to the Bank prior to the Executive’s death will control. If the Executive fails to designate a beneficiary in such manner, or if no designated beneficiary survives the Executive, then the Executive’s payment balance shall be paid to the Executive’s estate in an unreduced lump sum payment or vested benefit transfer within ninety (90) days following the Executive’s death.

Compensation Upon a Change in Control. A. In the event that a Change in Control occurs during the Bank’s employment of the Executive and (i) the Executive’s employment is terminated by the Company or the Bank or any successor to the Company or the Bank other than for Cause (as defined below), within one hundred and twenty (120) days prior to the completion of such Change of Control or within one (1) year after the completion of such Change in Control; or (ii) the Executive resigns his or her employment for Good Reason (as defined below) within one (1) year after the completion of such Change in Control; the Executive shall be paid in receive the aggregate the following (subject to reduction as set forth elsewhere in this Agreement): following: (i) an amount equal to two (2) times the Executive’s annual base compensation for the last calendar year ended immediately preceding the Change in Control, plus (ii) an amount equal to two (2) times the average annual bonus received for the last two calendar years ended immediately preceding the Change in Control, plus (iii) all accrued obligations accrued with respect to employment prior to any such termination pursuant to Section 1A(i) or 1A(ii) of this Agreement (such as earned but unused vacation pay) and vested benefits (including but not limited to any vested awards of stock options or restricted stock under any Bank or Company equity incentive plans as determined in accordance with plan) accrued prior to any such termination of or resignation by the terms of such equity incentive plans)Executive. The Bank shall pay such amounts and/or provide such vested benefits, less applicable withholdings, employment and payroll taxes (which taxes shall be paid upon termination or resignation of the Executive’s employment or at the time payments are made hereunder, as required by law), in 24 equal monthly installments (without interest or other adjustment) on the first day of each month commencing with the first such date that is at least six (6) months after the date of the Executive’s “separation from service” (as such term is defined for purposes of Section 409A of the Internal Revenue Code pursuant to Treasury Regulations and other guidance promulgated thereunder) and continuing for 23 successive months thereafter. This payment schedule is intended to comply with the requirements of Section 409A of the Internal Revenue Code and shall be interpreted consistently therewith. B. The Executive may designate in writing (on a form provided by the Bank and delivered by the Executive to the Bank before the Executive’s death, substantially in the form attached to this Agreement) primary and contingent beneficiaries to receive the balance of any payments or vested or accrued benefits under section 1.A that are not made prior to the Executive’s death and the proportions in which such beneficiaries are to receive such payment. The total amount of the balance of such payment or the sum of such benefits shall be paid or transferred to such beneficiaries in a single unreduced lump sum payment or transfer made within ninety (90) days following the Executive’s death. The Executive may change beneficiary designations from time to time by completing and delivering additional such forms to the Bank. The last written beneficiary designation on such form delivered by the Executive to the Bank prior to the Executive’s death will control. If the Executive fails to designate a beneficiary in such manner, or if no designated beneficiary survives the Executive, then the Executive’s payment balance shall be paid to the Executive’s estate in an unreduced lump sum payment or vested benefit transfer within ninety (90) days following the Executive’s death. Certain specified terms of the foregoing Section 1(A) of this Agreement are expressly subject to and modified by the Addendum to this Severance Compensation Agreement.

Compensation Upon a Change in Control. A. In the event that a Change in Control occurs during the Bank’s employment of the Executive and (i) the Executive’s employment is terminated by the Company or the Bank or any successor to the Company or the Bank other than for Cause (as defined below), within one hundred and twenty (120) days prior to the completion of such Change of Control or within one (1) year after the completion of such Change in Control; or (ii) the Executive resigns his or her employment for Good Reason (as defined below) within one (1) year after the completion of such Change in Control; the Executive shall be paid in receive the aggregate the following (subject to reduction as set forth elsewhere in this Agreement): following: (i) an amount equal to two (2) times the Executive’s annual base compensation for the last calendar year ended immediately preceding the Change in Control, plus (ii) an amount equal to two (2) times the average annual bonus received for the last two calendar years ended immediately preceding the Change in Control, plus (iii) all accrued obligations accrued with respect to employment prior to any such termination pursuant to Section 1A(i) or 1A(ii) of this Agreement (such as earned but unused vacation pay) and vested benefits (including but not limited to any vested awards of stock options or restricted stock under any Bank or Company equity incentive plans as determined in accordance with plan) accrued prior to any such termination of or resignation by the terms of such equity incentive plans)Executive. The Bank shall pay such amounts and/or provide such vested benefits, less applicable withholdings, employment and payroll taxes (which taxes shall be paid upon termination or resignation of the Executive’s employment or at the time payments are made hereunder, as required by law), in 24 equal monthly installments (without interest or other adjustment) on the first day of each month commencing with the first such date that is at least six (6) months after the date of the Executive’s “separation from service” (as such term is defined for purposes of Section 409A of the Internal Revenue Code pursuant to Treasury Regulations and other guidance promulgated thereunder) and continuing for 23 successive months thereafter. This payment schedule is intended to comply with the requirements of Section 409A of the Internal Revenue Code and shall be interpreted consistently therewith. B. The Executive may designate in writing (on a form provided by the Bank and delivered by the Executive to the Bank before the Executive’s death, substantially in the form attached to this Agreement) primary and contingent beneficiaries to receive the balance of any payments or vested or accrued benefits under section 1.A that are not made prior to the Executive’s death and the proportions in which such beneficiaries are to receive such payment. The total amount of the balance of such payment or the sum of such benefits shall be paid or transferred to such beneficiaries in a single unreduced lump sum payment or transfer made within ninety (90) days following the Executive’s death. The Executive may change beneficiary designations from time to time by completing and delivering additional such forms to the Bank. The last written beneficiary designation on such form delivered by the Executive to the Bank prior to the Executive’s death will control. If the Executive fails to designate a beneficiary in such manner, or if no designated beneficiary survives the Executive, then the Executive’s payment balance shall be paid to the Executive’s estate in an unreduced lump sum payment or vested benefit transfer within ninety (90) days following the Executive’s death.

Compensation Upon a Change in Control. A. In the event that a Change in Control occurs during the Bank’s employment of the Executive and (i) the Executive’s employment is terminated by the Company or the Bank or any successor to the Company or the Bank other than for Cause (as defined below), within one hundred and twenty (120) days prior to the completion of such Change of Control or within one (1) year after of the completion of such Change in Control; or (ii) the Executive resigns his or her employment for Good Reason (as defined below) any reason within one (1) year after of the completion of such Change in Control; or (iii) the Executive is offered a position with any successor to the Company or the Bank at or around the time of such Change in Control but decides that he does not wish to accept such a position and, as a result, the Executive suffers a job loss (either by termination or resignation); the Executive shall be paid in the aggregate the following (subject to reduction as set forth elsewhere in this Agreement): (i) receive an amount equal to two (2) 2 times the Executive’s annual base compensation for the last calendar year ended immediately preceding the Change in Control, plus (ii) an amount equal to two (2) 2 times the average annual bonus received for the last two calendar years ended immediately preceding the Change in Control, plus (iii) all obligations accrued with respect to employment prior to any such termination pursuant to Section 1A(i) or 1A(ii) of this Agreement (such as earned but unused vacation pay) and vested benefits (including but not limited to any vested awards of stock options or restricted stock under any Bank or Company equity incentive plans as determined in accordance with the terms of such equity incentive plans). The Bank shall pay such amounts and/or provide such vested benefitsSuch amounts, less applicable withholdings, employment and payroll taxes (which taxes shall be paid upon termination or resignation of the Executive’s employment or at the time payments are made hereunder, as required by law), in 24 equal monthly installments shall be paid (without interest or other adjustment) in 24 equal monthly installments on the first day of each month commencing with the first such date that is at least six (6) months after the effective date of the termination or resignation of the Executive’s “separation from service” (as such term is defined for purposes of Section 409A of the Internal Revenue Code pursuant to Treasury Regulations and other guidance promulgated thereunder) employment and continuing for 23 successive months thereafter. This payment schedule is intended to comply with the requirements of Section 409A of the Internal Revenue Code and shall be interpreted consistently therewith. B. The Executive may designate in writing (only on a form provided by the Bank and delivered by the Executive to the Bank before the Executive’s death, substantially in the form attached to this Agreement) primary and contingent beneficiaries to receive the balance of any payments or vested or accrued benefits payment under section 1.A Section 1A that are not made prior to the Executive’s death and the proportions in which such beneficiaries are to receive such payment. The total amount of the balance of such payment or the sum of such benefits shall be paid or transferred to such beneficiaries in a single unreduced lump sum payment or transfer made within ninety (90) days following the Executive’s death. The Executive may change beneficiary designations from time to time by completing and delivering additional such forms to the Bank. The last written beneficiary designation on such form delivered by the Executive to the Bank prior to the Executive’s death will control. If the Executive fails to designate a beneficiary in such manner, or if no designated beneficiary survives the Executive, then the Executive’s payment balance shall be paid to the Executive’s estate in an unreduced lump sum payment or vested benefit transfer within ninety (90) days following the Executive’s death.

Compensation Upon a Change in Control. A. (a) In the event that a Change in Control occurs during the Bank’s employment of the Executive and (i) the Executive’s employment is terminated by the Company or the Bank or any successor to the Company or the Bank other than for Cause (as defined below), within one hundred and twenty (120) days prior to the completion of such Change of Control or within one (1) year after of the completion of such Change in Control; or (ii) the Executive resigns his or her employment for Good Reason (as defined below) any reason within one (1) year after of the completion of such Change in Control; or (iii) the Executive is offered a position with any successor to the Company or the Bank at or around the time of such Change in Control but decides that he does not wish to accept such a position and, as a result, the Executive suffers a job loss (either by termination or resignation); the Executive shall be paid in the aggregate the following (subject to reduction as set forth elsewhere in this Agreement): (i) receive an amount equal to two (2) times the Executive’s annual base compensation for the last calendar year ended immediately preceding the Change in Control, plus (ii) an amount equal to two (2) times the average annual bonus received for the last two calendar years ended immediately preceding the Change in Control, plus (iii) all obligations accrued with respect to employment prior to any such termination pursuant to Section 1A(i) or 1A(ii) of this Agreement (such as earned but unused vacation pay) and vested benefits (including but not limited to any vested awards of stock options or restricted stock under any Bank or Company equity incentive plans as determined in accordance with the terms of such equity incentive plans). The Bank shall pay such amounts and/or provide such vested benefitsSuch amounts, less applicable withholdings, employment and payroll taxes (which taxes shall be paid upon termination or resignation of the Executive’s employment or at the time payments are made hereunder, as required by law), in 24 equal monthly installments shall be paid (without interest or other adjustment) in 24 equal monthly installments on the first day of each month commencing with the first such date that is at least six (6) months after the effective date of the termination or resignation of the Executive’s “separation from service” (as such term is defined for purposes of Section 409A of the Internal Revenue Code pursuant to Treasury Regulations and other guidance promulgated thereunder) employment and continuing for 23 successive months thereafter. This payment schedule is intended to comply with the requirements of Section 409A of the Internal Revenue Code and shall be interpreted consistently therewith. B. (b) The Executive may designate in writing (only on a form provided by the Bank and delivered by the Executive to the Bank before the Executive’s death, substantially in the form attached to this Agreement) primary and contingent beneficiaries to receive the balance of any payments or vested or accrued benefits payment under section 1.A Section 1A that are not made prior to the Executive’s death and the proportions in which such beneficiaries are to receive such payment. The total amount of the balance of such payment or the sum of such benefits shall be paid or transferred to such beneficiaries in a single unreduced lump sum payment or transfer made within ninety (90) days following the Executive’s death. The Executive may change beneficiary designations from time to time by completing and delivering additional such forms to the Bank. The last written beneficiary designation on such form delivered by the Executive to the Bank prior to the Executive’s death will control. If the Executive fails to designate a beneficiary in such manner, or if no designated beneficiary survives the Executive, then the Executive’s payment balance shall be paid to the Executive’s estate in an unreduced lump sum payment or vested benefit transfer within ninety (90) days following the Executive’s death.

Compensation Upon a Change in Control. A. In Notwithstanding the provisions of Subsection E. above, in the event that a Change in Control occurs during the Bank’s employment of the Executive and (i) the Executive’s Employer (or its successor) terminates Employee's employment is terminated by the Bank or any successor to the Company or the Bank other than for under this Employment Agreement without Cause (as defined below), within one hundred and twenty eighty (120180) days prior to the completion of such Change of Control before or within one (1) year after the completion of such a Change in Control; or , (ii) Employee terminates his employment to the Executive resigns his extent and in the manner permitted under this Employment Agreement as a result of the occurrence of a Constructive Termination within one hundred eighty (180) days before or her employment for Good Reason (as defined below) within one (1) year after a Change in Control or (iii) Employer (or its successor) (but not Employee) delivers to Employee a written notice of termination pursuant to Section 2 terminating this Employment Agreement at the completion expiration of the Employment Term and such expiration occurs within one hundred twenty (120) days before or one (1) year after a Change in Control; the Executive , Employee's sole and exclusive compensation, remuneration and remedy hereunder or at law or in equity shall be paid to receive from Employer (or its successor), and Employer (or its successor) shall pay to Employee within thirty (30) days following the date of termination of employment or expiration (as the case may be), (a) the amount of Salary and Bonus Amount, if any, accrued and unpaid through the date of termination of employment or expiration, and the amounts and items payable or to be provided under Sections 6.A., B. and C. through the date of termination of employment or expiration, and (b) a lump sum severance payment in the aggregate the following (subject cash equal to reduction as set forth elsewhere in this Agreement): (i) 2.99 times an amount equal to two the average of the sum of the annual Salary (2annualized for any partial calendar year) times and Bonus Amount (or the Executive’s aggregate annual base compensation amount of the quarterly bonus amounts (annualized for any partial calendar year)) paid to Employee each calendar year during the last five (5) calendar years of his employment by Employer (or such lesser number of calendar years in which Employee was employed by Employer) preceding the calendar year ended immediately preceding in which the Change in ControlControl occurred. For purposes of this Subsection G., plus (ii1) an amount equal to two (2) times the average annual bonus received for the last two calendar years ended immediately preceding the a "Change in Control" means that (x) neither Mark Xxxxxx (xxr these purposes, plus counting all common stock directly or indirectly beneficially owned by Mark Xxxxxx'x Xxxiliates) nor Davix Xxxxxxx (iiixxr these purposes, counting all common stock directly or indirectly beneficially owned by Davix Xxxxxxx'x Xxxiliates) all obligations accrued with respect to employment prior to any such termination pursuant to Section 1A(i) or 1A(ii) of this Agreement (such as earned but unused vacation pay) and vested benefits (including but not limited to any vested awards of stock options or restricted stock under any Bank or Company equity incentive plans as determined in accordance with the terms of such equity incentive plans). The Bank shall pay such amounts and/or provide such vested benefits, less applicable withholdings, employment and payroll taxes (which taxes shall be paid upon termination or resignation beneficially owns at least 10% of the Executive’s employment issued and outstanding common stock of Employer (or at the time payments are made hereunderits successor); (y) neither Mark Xxxxxx (xxr these purposes, as required counting all common stock directly or indirectly beneficially owned by law)Mark Xxxxxx'x Xxxiliates) nor Davix Xxxxxxx (xxr these purposes, in 24 equal monthly installments (without interest counting all common stock directly or other adjustmentindirectly beneficially owned by Davix Xxxxxxx'x Xxxiliates) on the first day of each month commencing with the first such date that is at least six (6) months after the date of the Executive’s “separation from service” (as such term is defined for purposes of Section 409A of the Internal Revenue Code pursuant to Treasury Regulations and other guidance promulgated thereunder) and continuing for 23 successive months thereafter. This payment schedule is intended to comply with the requirements of Section 409A of the Internal Revenue Code and shall be interpreted consistently therewith. B. The Executive may designate in writing (on a form provided by the Bank and delivered by the Executive to the Bank before the Executive’s death, substantially in the form attached to this Agreement) primary and contingent beneficiaries to receive the balance of any payments or vested or accrued benefits under section 1.A that are not made prior to the Executive’s death and the proportions in which such beneficiaries are to receive such payment. The total amount of the balance of such payment or the sum of such benefits shall be paid or transferred to such beneficiaries in a single unreduced lump sum payment or transfer made within ninety (90) days following the Executive’s death. The Executive may change beneficiary designations from time to time by completing and delivering additional such forms to the Bank. The last written beneficiary designation on such form delivered by the Executive to the Bank prior to the Executive’s death will control. If the Executive fails to designate a beneficiary in such manner, or if no designated beneficiary survives the Executive, then the Executive’s payment balance shall be paid to the Executive’s estate in an unreduced lump sum payment or vested benefit transfer within ninety (90) days following the Executive’s death.the

Compensation Upon a Change in Control. A. In the event that a Change in Control occurs during the Bank’s employment of the Executive and (i) the Executive’s employment is terminated by the Bank or any successor to the Company or the Bank other than for Cause (as defined below), within one hundred and twenty (120) days prior to the completion of such Change of Control or within one (1) year after the completion of such Change in Control; or (ii) the Executive resigns his or her employment for Good Reason (as defined below) within one (1) year after the completion of such Change in Control; the Executive shall be paid in the aggregate the following (subject to reduction as set forth elsewhere in this Agreement): (i) an amount equal to two (2) times the Executive’s annual base compensation for the last calendar year ended immediately preceding the Change in Control, plus (ii) an amount equal to two (2) times the average annual bonus received for the last two calendar years ended immediately preceding the Change in Control, plus (iii) all obligations accrued with respect to employment prior to any such termination pursuant to Section section 1A(i) or 1A(ii) of this Agreement (such as earned but unused vacation pay) and vested benefits (including but not limited to any vested awards of stock options or restricted stock under any Bank or Company equity incentive plans plan as determined in accordance with the terms of such equity incentive plansplan). The Bank shall pay such amounts and/or provide such vested benefits, less applicable withholdings, employment and payroll taxes (which taxes shall be paid upon termination or resignation of the Executive’s employment or at the time payments are made hereunder, as required by law), in 24 twenty-four (24) equal monthly installments (without interest or other adjustment) on the first day of each month commencing with the first such date that is at least six (6) months after the date of the Executive’s “separation from service” (as such term is defined for purposes of Section 409A of the Internal Revenue Code pursuant to Treasury Regulations and other guidance promulgated thereunder) and continuing for 23 twenty-three (23) successive months thereafter. This payment schedule is intended to comply with the requirements of Section 409A of the Internal Revenue Code and shall be interpreted consistently therewith. B. If Executive’s employment by the Bank or any successor to the Company or the Bank shall be terminated, or Executive shall resign for Good Reason, in either case as provided in section 1.A(i) or 1.A(ii) above of this Agreement , then the Bank or any successor to the Company or the Bank (as applicable) shall pay Executive, in addition to the other payments and benefits provided under this Agreement, a lump sum amount (adjusted for any applicable payroll and other taxes due) equal to twenty-four (24) months of the cost of the equivalent medical and dental plan coverage available under the health care continuation rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical and dental plans of the Bank or any successor to the Company or the Bank (as applicable) for active employees immediately prior to any such termination or resignation. C. The Executive may designate in writing (on a form provided by the Bank and delivered by the Executive to the Bank before the Executive’s death, substantially in the form attached to this Agreement) ), primary and contingent beneficiaries to receive the balance of any payments or vested or accrued benefits under section Sections 1.A and 1.B that are not made prior to the Executive’s death and the proportions in which such beneficiaries are to receive such payment. The total amount of the balance of such payment or the sum of such benefits shall be paid or transferred to such beneficiaries in a single unreduced lump sum payment or transfer made within ninety (90) days following the Executive’s death. The Executive may change beneficiary designations from time to time by completing and delivering additional such forms to the Bank. The last written beneficiary designation on such form delivered by the Executive to the Bank prior to the Executive’s death will control. If the Executive fails to designate a beneficiary in such manner, or if no designated beneficiary survives the Executive, then the Executive’s payment balance shall be paid to the Executive’s estate in an unreduced lump sum payment or vested benefit transfer within ninety (90) days following the Executive’s death.