Common use of Discharge Without Cause or Resignation with Good Reason Clause in Contracts

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments for a period of twelve (12) months (the “Severance Period”) in accordance with the Employer’s regular payroll practices; and (iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments for a period of twelve (12) months (the “Severance Period”) in accordance with the Employer’s regular payroll practices; and (iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s 's prior year’s 's bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s 's then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s 's Date of Termination occurs, payable in substantially equal monthly installments for a period of twelve (12) months (the “"Severance Period”") in accordance with the Employer’s 's regular payroll practices; and (iv) Continuation for the Severance Period of the Executive’s 's right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “"cost-sharing” " basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “"Extended Severance Period”"). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s 's continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three five (35) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments for a period of twelve (12) months (the “Severance Period”) in accordance with the Employer’s regular payroll practices; and (iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that the Executive’s employment and this Agreement terminates terminate pursuant to Paragraph 7(c) by reason of the discharge termination of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s bonus amount employment terminated (if any) “Termination Year”), based on the number of days elapsed during the year Termination Year through the Date of TerminationTermination (“Service Days”). The amount of the pro-rated bonus shall be calculated by multiplying the Executive’s target annual bonus (“Severance Target”) for the completed fiscal year immediately preceding the Termination Year, by a fraction, the numerator of which is the Service Days, and the denominator of which is 365; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments Continuation for a period of twelve six (126) months (the “Severance Period”) of his then current annual base salary, payable in substantially equal installments in accordance with the Employer’s regular payroll practices; and; (iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and (v) Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided that in no event shall such outplacement services be provided for a period greater than two (2) years. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive Executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph subparagraph (iii) above and the reduced COBRA continuation premium described in subParagraph subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including selftype, whether as an employee, independent contractor, owner-employment)employee or otherwise. The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that the Executive’s employment and this Agreement terminates terminate pursuant to Paragraph 7(c) by reason of the discharge termination of the Executive by the Employer other than for CauseCause or disability, death or Disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan plan, policy or policy agreement as applicable to the Executive, except as may otherwise be provided in this Agreement; (ii) Within thirty The Employer shall pay to the Executive any STIC bonus earned but not yet paid from the year preceding the year during which termination occurs (30“Prior Year Bonus”); (iii) days after the Date of Termination, the The Employer shall pay to the Executive a STIC bonus for the year during which termination occurs, calculated as a prorata the greater of: (1) the pro-rata portion of the Executive’s prior year’s bonus his then current annual target Bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination, or (2) the pro-rata portion of the actual annual bonus amount earned based on the number of days elapsed during the year through the Date of Termination, in either event paid when the bonus otherwise would have been paid pursuant to the terms of the STIC plan; (iiiiv) Severance payments equal The Employer shall cause the unvested portion of each outstanding LTIC award, granted prior to one hundred percent or after the Effective Date of this Agreement, which is held by the Executive on the Date of Termination to vest or to remain eligible to be earned and vest as follows (100%unless the terms of any applicable LTIC award agreement are more favorable to the Executive, in which case such terms shall apply): (1) each such LTIC award then subject solely to time-based vesting shall vest on the Date of Termination to the extent that the pro-rata portion (as described below) of the sum award exceeds the portion of the award that vested prior to the Date of Termination, and (A2) the Executive’s thenpro-current annual base salaryrata portion (as described below) of each such LTIC award subject to performance-based vesting and for which the applicable performance period will end after the Date of Termination shall remain outstanding and shall become earned and vest at the end of the performance period based on the level of performance achieved; provided that for purposes of clause (1) above, plus the pro-rata portion shall be the total number of shares subject to the award multiplied by a fraction, the numerator of which is the number of whole months from the grant date of the award to the Date of Termination and the denominator of which is the number of months in the period from the grant date to the final scheduled vesting date under the award; provided, further that for purposes of clause (B2) the average pro-rata portion shall be the percentage of the total number of performance shares granted under the award multiplied by a fraction, the numerator of which is the number of whole months from the first day of the performance period under the award to the Date of Termination and the denominator of which is the number of months in the performance period; provided, further, that any portion of the award described in clause (1) that remains unvested after application of clause (1) and any portion of the performance shares under the award described in clause (2) which do not remain outstanding after application of clause (2) shall be forfeited; and (v) The Employer shall pay to the Executive an amount equal to two (2) times the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years his Base Salary and Target Bonus as Executive has been employed) immediately preceding the calendar year in effect under Paragraphs 3 and 4, which the Executive’s Date of Termination occurs, amount shall be payable in substantially equal monthly installments for a period of twelve (12) months (the “Severance Period”) in accordance with the Employer’s regular payroll practices; and , for a period of twenty-four (iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (624) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(cSection 8(c) by reason of the discharge of the Executive by the Employer Corporation other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer Corporation shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty fifteen (3015) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, or incentive compensation, insurance benefits or other employee benefits compensation shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive, subject to the partial bonus provisions of clause (D) of the definition of “Accrued Obligations;” (ii) Within thirty (30) days after the Date of Termination, the Employer The Corporation shall pay to the Executive a bonus for Executive, in accordance with the year during which termination occursschedule set forth in the next sentence, calculated as a prorata portion of the Executive’s prior year’s bonus an amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one hundred percent (100%) of 1.5 times the sum of (A) the Executive’s then-current annual base salary, plus Base Salary and (B) the average value of the sum of management incentive plan and other performance bonuses (excluding the discretionary bonus amounts announced by the Board in December, 2005) earned by the Executive with respect to the preceding three (3) calendar full fiscal years; provided, however, notwithstanding the foregoing, if the discharge or resignation occurs within two (2) years following the date of a Change of Control or a Potential Change of Control, then the applicable multiple shall be 2.0, and the amount in clause (B) shall be based upon the highest management incentive plan and other performance bonus earned by Executive (excluding the discretionary bonus announced by the Board in December, 2005) with respect to any fiscal year during the preceding three full fiscal years (or such fewer number of years as rather than the average amount). The total amount set forth in the preceding sentence shall be paid to the Executive has been employed) immediately preceding in three equal installments, with the calendar year in which first payment occurring one month after the Executive’s Date of Termination occursTermination, payable the second payment occurring six (6) months after the Date of Termination, and the third payment occurring one year after the Date of Termination; provided, however, if any payment pursuant to the preceding sentence would result in substantially equal monthly installments for a period the imposition of any tax upon the Executive pursuant to Section 409A of the Code (as defined below) and the regulations promulgated thereunder, such payment shall be deferred to the earliest date upon which such amounts may be paid without the imposition of such tax; provided, further, in no event shall the length of any such deferral exceed twelve (12) months from the date of the scheduled payment without the written consent of the Executive. (iii) For a period of eighteen (18) months after the “Severance Period”) Date of Termination, the Corporation shall continue to provide benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the Employerplans, programs and arrangements referred to in Section 6(a) of this Agreement; provided, however, notwithstanding the foregoing, if the discharge or resignation occurs within two (2) years following the date of a Change of Control or a Potential Change of Control, then the applicable time period shall be twenty-four (24) months; provided, however, any benefits (such as ongoing contributions and participation in a 401(k) plan) which may not be provided pursuant to applicable law or regulations shall not be provided during the foregoing period; provided, further, Executive agrees to elect COBRA coverage to the extent available under the Corporation’s regular payroll practices; andhealth insurance plans (and the Corporation shall reimburse the cost of any premiums for such coverage on an after-tax basis). (iv) Continuation for the Severance Period of All long-term incentive compensation awards to the Executive’s right , including (but not by way of limitation) all equity-based incentive compensation awards (such as (A) options to maintain COBRA continuation coverage under purchase stock of Parent, (B) restricted stock of Parent, or (C) similar equity-based units or interests) shall, if not otherwise vested, vest in full upon such termination of this Agreement. As a condition to receiving the applicable plans at premium rates on benefits and payments in this Section 9(b), the same “cost-sharing” basis as Executive shall be required to execute a release of any claims and potential claims against he Corporation and its affiliates and directors that the applicable premiums paid for such coverage by active employees as of the Date of TerminationExecutive might have related to his employment. In the event that upon the expiration of the Severance Periodaddition, in connection with any such release, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above Corporation shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including selfenter into reasonable mutual non-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b)disparagement covenants.

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(c9(c) by reason of the discharge of the Executive by the Employer Corporation other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer Corporation shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer Corporation shall pay to the Executive a cash bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s his then current target annual bonus amount (if any) based on the number of days elapsed during the year through the Date of Terminationamount; (iii) Severance payments equal to one hundred percent Continuation for a period of two (100%2) years of the sum of (A) the Executive’s then-his then current annual base salarysalary and his then current target annual bonus amount, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, both payable in substantially equal monthly installments for a period of twelve (12) months (the “Severance Period”) in accordance with the Employer’s Corporation's regular payroll practices; (iv) For a period of two (2) years after the Date of Termination, the Corporation shall continue to provide benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs and arrangements referred to in Paragraph 7(a) of this Agreement if the Executive's employment with the Corporation had continued for those two (2) years; (v) All long-term incentive compensation awards to the Executive, including (but not by way of limitation) all equity-based incentive compensation awards (such as (A) options to purchase stock of the Corporation, (B) restricted stock of the Corporation, or (C) similar equity-based units or interests) shall, if not otherwise vested, vest in full upon such termination of this Agreement, and Executive shall be considered to have terminated his employment by reason of retirement for purposes of determining the exercise period applicable to any options following such termination of this Agreement; and (ivvi) Continuation for The Corporation shall, at its sole expense, provide the Severance Period Executive with outplacement services the scope and provider of which shall be selected by the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one two hundred percent (100200%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three five (35) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments for a period of twelve (12) months (the “Severance Period”) in accordance with the Employer’s regular payroll practices; and (iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(cSection 8(c) by reason of the discharge of the Executive by the Employer Corporation other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer Corporation shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty fifteen (3015) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, or incentive compensation, insurance benefits or other employee benefits compensation shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive, subject to the partial bonus provisions of clause (D) of the definition of "Accrued Obligations;" (ii) Within thirty (30) days after the Date of Termination, the Employer The Corporation shall pay to the Executive a bonus for Executive, in accordance with the year during which termination occursschedule set forth in the next sentence, calculated as a prorata portion of the Executive’s prior year’s bonus an amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one hundred percent (100%) of 1.5 times the sum of (A) the Executive’s then-current annual base salary, plus 's Base Salary and (B) the average value of the sum of management incentive plan and other performance bonuses (excluding the discretionary bonus amounts announced by the Board in December, 2005) earned by the Executive with respect to the preceding three (3) calendar full fiscal years; provided, however, notwithstanding the foregoing, if the discharge or resignation occurs within two (2) years following the date of a Change of Control or a Potential Change of Control, then the applicable multiple shall be 2.0, and the amount in clause (B) shall be based upon the highest management incentive plan and other performance bonus earned by Executive (excluding the discretionary bonus announced by the Board in December, 2005) with respect to any fiscal year during the preceding three full fiscal years (or such fewer number of years as rather than the average amount). The total amount set forth in the preceding sentence shall be paid to the Executive has been employed) immediately preceding in three equal installments, with the calendar year in which first payment occurring one month after the Executive’s Date of Termination occursTermination, payable the second payment occurring six (6) months after the Date of Termination, and the third payment occurring one year after the Date of Termination; provided, however, if any payment pursuant to the preceding sentence would result in substantially equal monthly installments for a period the imposition of any tax upon the Executive pursuant to Section 409A of the Code (as defined below) and the regulations promulgated thereunder, such payment shall be deferred to the earliest date upon which such amounts may be paid without the imposition of such tax; provided, further, in no event shall the length of any such deferral exceed twelve (12) months from the date of the scheduled payment without the written consent of the Executive. (iii) For a period of eighteen (18) months after the “Severance Period”) Date of Termination, the Corporation shall continue to provide benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the Employer’s regular payroll practicesplans, programs and arrangements referred to in Section 6(a) of this Agreement; andprovided, however, notwithstanding the foregoing, if the discharge or resignation occurs within two (2) years following the date of a Change of Control or a Potential Change of Control, then the applicable time period shall be twenty-four (24) months; provided, however, any benefits (such as ongoing contributions and participation in a 401(k) plan) which may not be provided pursuant to applicable law or regulations shall not be provided during the foregoing period; provided, further, Executive agrees to elect COBRA coverage to the extent available under the Corporation's health insurance plans (and the Corporation shall reimburse the cost of any premiums for such coverage on an after-tax basis). (iv) Continuation for the Severance Period of All long-term incentive compensation awards to the Executive’s right , including (but not by way of limitation) all equity-based incentive compensation awards (such as (A) options to maintain COBRA continuation coverage under purchase stock of Parent, (B) restricted stock of Parent, or (C) similar equity-based units or interests) shall, if not otherwise vested, vest in full upon such termination of this Agreement. As a condition to receiving the applicable plans at premium rates on benefits and payments in this Section 9(b), the same “cost-sharing” basis as Executive shall be required to execute a release of any claims and potential claims against he Corporation and its affiliates and directors that the applicable premiums paid for such coverage by active employees as of the Date of TerminationExecutive might have related to his employment. In the event that upon the expiration of the Severance Periodaddition, in connection with any such release, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above Corporation shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including selfenter into reasonable mutual non-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b)disparagement covenants.

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(cSection 8(c) by reason of the discharge of the Executive by the Employer Corporation other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason:, and subject to satisfaction of the requirements of Section 9(d): (i) The Employer Corporation shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty fifteen (3015) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, or incentive compensation, insurance benefits or other employee benefits compensation shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive;, subject to the partial bonus provisions of clause (D) of the definition of “Accrued Obligations.” (ii) Within The Corporation shall pay to the Executive, in accordance with the schedule set forth in the next sentence, an amount equal to 1.5 times the sum of (A) the Executive’s Base Salary and (B) the average value of the management incentive plan and other performance bonuses (excluding the discretionary bonus announced by the Board in December, 2005) earned by the Executive with respect to the preceding three (3) full fiscal years; provided, however, notwithstanding the foregoing, if the discharge or resignation occurs within two (2) years following the date of a Change of Control or a Potential Change of Control, then the applicable multiple shall be 2.0, and the amount in clause (B) shall be based upon the highest management incentive plan and other performance bonus earned by Executive (excluding the discretionary bonus announced by the Board in December, 2005) with respect to any fiscal year during the preceding three full fiscal years (rather than the average amount). The total amount set forth in the preceding sentence shall be paid to the Executive in three equal installments, with the first installment occurring thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s bonus amount second installment occurring six (if any6) based on the number of days elapsed during the year through months after the Date of Termination;, and the third installment occurring one (1) year after the Date of Termination. (iii) Severance payments equal For a period of eighteen (18) months after the Date of Termination, the Corporation shall continue to one hundred percent (100%) of provide benefits to the sum of (A) Executive and/or the Executive’s thenfamily at least equal to those which would have been provided to them in accordance with the plans, programs and arrangements referred to in Section 6(a) of this Agreement; provided, however, notwithstanding the foregoing, if the discharge or resignation occurs within two (2) years following the date of a Change of Control or a Potential Change of Control, then the applicable time period shall be twenty-current annual base salaryfour (24) months; provided, plus however, any benefits (Bsuch as ongoing contributions and participation in a 401(k) plan) which may not be provided pursuant to applicable law or regulations shall not be provided during the average foregoing period; provided, further, Executive agrees to elect COBRA coverage to the extent available under the Corporation’s health insurance plans (and the Corporation shall reimburse the cost of any premiums for such coverage on an after-tax basis). Any payment or reimbursement under this Section 9(b)(iii) that is taxable to the Executive shall be made by December 31 of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding year following the calendar year in which Executive or family member incurred the Executive’s Date of Termination occurs, payable in substantially equal monthly installments for a period of twelve (12) months (the “Severance Period”) in accordance with the Employer’s regular payroll practices; andexpense. (iv) Continuation for the Severance Period of All long-term incentive compensation awards to the Executive’s right , including (but not by way of limitation) all equity-based incentive compensation awards (such as (A) options to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “costpurchase stock of Parent, (B) restricted stock of Parent, or (C) similar equity-sharing” basis as the applicable premiums paid for based units or interests) shall, if not otherwise vested, vest in full upon such coverage by active employees as termination of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b)Agreement.

Discharge Without Cause or Resignation with Good Reason. In the event that the Executive’s employment and this Agreement terminates terminate pursuant to Paragraph 7(c) by reason of the discharge termination of the Executive by the Employer other than for CauseCause or disability, death or Disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty The Employer shall pay to the Executive any STIC bonus earned but not yet paid from the year preceding the year during which termination occurs (30“Prior Year Bonus”); (iii) days after the Date of Termination, the The Employer shall pay to the Executive a STIC bonus for the year during which termination occurs, calculated as a prorata the greater of: (1) the pro-rata portion of the Executive’s prior year’s bonus his then current annual target Bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination;, or (2) the pro-rata portion of the actual annual bonus amount earned based on the number of days elapsed during the year through the Date of Termination, in either event paid when the bonus otherwise would have been paid pursuant to the terms of the STIC plan; and (iiiiv) Severance payments The Employer shall pay to the Executive an amount equal to one hundred percent two (100%2) of times the sum of (A) the Executive’s then-current annual base salaryhis Base Salary and Target Bonus as in effect under Paragraphs 3 and 4, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, amount shall be payable in substantially equal monthly installments for a period of twelve (12) months (the “Severance Period”) in accordance with the Employer’s regular payroll practices; and , for a period of twenty-four (iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (624) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that the Executive's employment and this Agreement terminates terminate pursuant to Paragraph 7(c) by reason of the discharge termination of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) : The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) ; Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata pro-rata portion of the Executive’s prior year’s his then current target annual bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; ; Continuation for a period of nine (iii9) months (the "Severance payments equal to one hundred percent (100%Period") of the sum of (A) the Executive’s then-his then current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments for a period of twelve (12) months (the “Severance Period”) in accordance with the Employer’s 's regular payroll practices; and (iv) Continuation for the Severance Period of the Executive’s 's right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “"cost-sharing” " basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided that in no event shall such outplacement services be provided for a period greater than two (2) years. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive Executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “"Extended Severance Period”"). The payments to Executive described in subParagraph subparagraph (iii) above and the reduced COBRA continuation premium described in subParagraph subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date the on which the Executive becomes employed or provides compensated services of any type (including selftype, whether as an employee, independent contractor, owner-employment)employee or otherwise. The Executive shall provide such information as the Employer may reasonably request to determine Executive’s 's continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(cof the Executive's Termination of Employment (1) by reason of the discharge of the Executive by the Employer other than for Bank without Cause, death or Disability or (2) by reason of the resignation of the Executive for Good Reason, and contingent upon the Executive timely executing an effective general release and waiver of all known and unknown claims in a form and substance acceptable to the Company (the “Separation and Release Agreement”), then Peoples Bank shall pay to Executive, or his heirs or estate in the event of the Executive' s death, in addition to the compensation and benefits described in Section 9(a), the following benefits: (i) The Employer shall pay all Accrued Obligations to the Executive Payment in a lump sum of an amount equal to one and a half (1.5) times the Executive’s then-current base salary as in cash within thirty effect prior to the termination; (30ii) days after Payment in a lump sum of an amount equal to one and a half (1.5) times the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to most recent annual bonus received by the Executive; (iiiii) Within thirty Continuation, for a period of eighteen (3018) days months after the Date of Termination, the Employer shall pay of welfare benefits and senior executive perquisites at least equal to the Executive a bonus for the year during those which termination occurs, calculated as a prorata portion of would have been provided if the Executive’s prior year’s bonus amount 's employment had continued for that time; and Employment Agreement (if anyiv) based Outplacement services, at the expense of Peoples Bank, from a provider reasonably selected by Peoples Bank. The amounts payable under paragraphs (b)(i) and (ii) shall be paid on the number of first payroll date following sixty (60) days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the after Executive’s Date of Termination occurs, payable only if Executive: (A) signs the Separation and Release Agreement and any revocation period applicable to the Separation and Release Agreement has lapsed without any such revocation before the 60th day after Executive’s Date of Termination; and (B) does not breach any provision herein or in substantially equal monthly installments for a period of twelve any separate agreements (12including but not limited to the Separation and Release Agreement) months (the “Severance Period”) in accordance with the Employer’s regular payroll practicesCompany. No payment under this Paragraph 9(b) shall be due or payable to Executive if he fails to timely deliver to the Company an executed Separation and Release Agreement, he revokes any portion thereof, any applicable revocation period has not lapsed within 60 days of his Date of Termination or Executive breaches any provision herein or any separate agreements with the Company. To the extent any benefits or perquisites provided under paragraph (b)(iii) provide for reimbursements of expenses incurred by the Executive, or in-kind benefits, the following conditions must be satisfied: (1) The benefit or perquisite must provide an objectively determinable nondiscretionary definition of the expenses eligible for reimbursement or of the in-kind benefits to be provided; (2) The benefit or perquisite must provide for the reimbursement of expenses incurred or for the provision of the in-kind benefits during an objectively and specifically prescribed period; (3) The benefit or perquisite must provide that the amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Executive's taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; (4) The reimbursement of an eligible expense must be made on or before the last day of the Executive's taxable year following the taxable year in which the expense was incurred; and (iv5) Continuation for the Severance Period of the Executive’s The right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “costreimbursement or in-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need kind benefit must not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed liquidation or provides compensated services of any type (including self-employment)exchange for another benefit. The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).Employment Agreement

Discharge Without Cause or Resignation with Good Reason. In the event that the Executive’s employment and this Agreement terminates terminate pursuant to Paragraph 7(c) by reason of the discharge termination of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata pro-rata portion of the Executive’s prior year’s his then current target annual bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments Continuation for a period of twelve nine (129) months (the “Severance Period”) of his then current annual base salary, payable in substantially equal installments in accordance with the Employer’s regular payroll practices; and; (iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and (v) Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided that in no event shall such outplacement services be provided for a period greater than two (2) years. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive Executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph subparagraph (iii) above and the reduced COBRA continuation premium described in subParagraph subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date the on which the Executive becomes employed or provides compensated services of any type (including selftype, whether as an employee, independent contractor, owner-employment)employee or otherwise. The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s his then current target annual bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments Continuation for a period of twelve (12) months (the “"Severance Period”") of his then current annual base salary, payable in substantially equal installments in accordance with the Employer’s 's regular payroll practices; and; (iv) Continuation for the Severance Period of the Executive’s 's right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “"cost-sharing” " basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and (v) Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is provided compensated services of any type (including self- employment), provided that in no event shall such outplacement services be provided for a period greater than two (2) years. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any typetype (including self-employment), and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive Executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “"Extended Severance Period”"). The payments to Executive described in subParagraph subparagraph (iii) above and the reduced reduce COBRA continuation premium described in subParagraph subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date the on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s 's continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments for a period of twelve (12) months (the “Severance Period”) in accordance with the Employer’s regular payroll practices; and (iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph sub-paragraph (iii) above and the reduced COBRA continuation premium described in subParagraph sub-paragraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that the Executive’s employment and this Agreement terminates terminate pursuant to Paragraph 7(c) by reason of the discharge termination of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated annual commission bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s bonus amount employment terminated (if any) “Termination Year”), based on the number of days elapsed during the year Termination Year through the Date of TerminationTermination (“Service Days”). The amount of the pro-rated bonus shall be based on the Executive’s annual commission bonus as described in Paragraph 4, pro-rated for the Termination Year; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments Continuation for a period of twelve six (126) months (the “Severance Period”) of his then current annual base salary, payable in substantially equal installments in accordance with the Employer’s regular payroll practices; and; (iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and (v) Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided that in no event shall such outplacement services be provided for a period greater than two (2) years. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive Executive to another), agree to extend the Severance Period for up to an additional six three (63) months (the “Extended Severance Period”). The payments to Executive described in subParagraph subparagraph (iii) above and the reduced COBRA continuation premium described in subParagraph subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including selftype, whether as an employee, independent contractor, owner-employment)employee or otherwise. The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that the Executive’s employment and this Agreement terminates terminate pursuant to Paragraph 7(c) by reason of the discharge termination of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s bonus amount employment terminated (if any) “Termination Year”), based on the number of days elapsed during the year Termination Year through the Date of Termination;Termination (“Service Days”). The amount of the pro-rated bonus shall be calculated by dividing the Executive’s target annual bonus (“Severance Target”) for the completed fiscal year immediately preceding the Termination Year, divided by the Service Days. (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments Continuation for a period of twelve nine (129) months (the “Severance Period”) of his then current annual base salary, payable in substantially equal installments in accordance with the Employer’s regular payroll practices; and; (iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and (v) Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided that in no event shall such outplacement services be provided for a period greater than two (2) years. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive Executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph subparagraph (iii) above and the reduced COBRA continuation premium described in subParagraph subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date the on which the Executive becomes employed or provides compensated services of any type (including selftype, whether as an employee, independent contractor, owner-employment)employee or otherwise. The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer Corporation other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason, then the Executive shall receive, in addition to the compensation and benefits described in paragraphs (a) and (b), above, the following benefits: (i) The Employer shall pay all Accrued Obligations to A cash bonus for the Executive year of termination, calculated as a pro rata portion of the Executive's target annual bonus for the year of termination, (ii) Payment in a lump sum of an amount equal to three (3) times the Executive's base salary as in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable effect prior to the Executive;termination, (iiiii) Within thirty Payment in a lump sum of an amount equal to three (303) days after times the Date of Termination, the Employer shall pay to the Executive a Executive's target annual bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments for a period of twelve (12) months (the “Severance Period”) in accordance with the Employer’s regular payroll practices; andtermination, (iv) Continuation for the Severance Period period of three (3) years after the date of termination of welfare benefits and senior executive perquisites at least equal to those which would have been provided if the Executive's employment had continued for that time, but such benefits may be discontinued earlier to the extent that the Executive becomes entitled to comparable benefits from a subsequent employer, (v) Immediate vesting of Executive's interest in the Supplemental Retirement Plan for Top Management, calculated on the basis of Executive's actual period of service plus three (3) additional years, giving effect for each of those three (3) additional years to the salary and bonus continuation described in subparagraphs (ii) and (iii), above, (vi) Stock price depreciation protection as to any stock of the Corporation (including any stock to be acquired through the exercise of stock options) as to which the Executive’s right , within twenty (20) days after the termination of employment, gives the Corporation written notice of his intention to maintain COBRA continuation coverage under sell, which notice shall be binding upon the applicable plans at premium rates on Executive. Such protection shall be in the same “cost-sharing” basis as form of a cash payment or payments by the applicable premiums paid for such coverage by active employees as Corporation equal to the excess of (A) the Protected Price of the Date stock over (B) the actual gross selling price; provided, however, that, in the alternative, the Corporation shall purchase from the Executive at the Protected Price any of Termination. In such stock which the event that upon the expiration of the Severance Period, Executive is does not employed or otherwise providing compensated services of any type, and has not done so during the final sell within ninety (90) days after the termination of employment. The Protected Price shall be the average closing price of the Severance Periodstock for the five (5) trading days immediately preceding the date of termination of employment, and (vii) Outplacement services, at the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as expense of the first day of Corporation, from a provider reasonably selected by the month following the date on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) 1. The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) 2. Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s his prior year’s 's bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; 3. Continuation for a period of eighteen (iii18) months (the "Severance payments equal to one hundred percent (100%Period") of the sum of (A) the Executive’s then-his then current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments for a period of twelve (12) months (the “Severance Period”) in accordance with the Employer’s 's regular payroll practices; and (iv) 4. Continuation for the Severance Period of the Executive’s 's right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “"cost-sharing” " basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any typetype (including self-employment), and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive Executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “"Extended Severance Period”"). The payments to Executive described in subParagraph subparagraph (iii) above and the reduced reduce COBRA continuation premium described in subParagraph subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date the on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s 's continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(c) of the Executive’s Termination of Employment by reason of the discharge of the Executive by the Employer other than for Bank without Cause, death or Disability or by reason of the resignation of the Executive for Good Reason, then the Bank shall pay to Executive, or his heirs or estate in the event of the Executive’s death, in addition to the compensation and benefits described in paragraph (a), the following benefits: (i) The Employer shall pay all Accrued Obligations A cash bonus for the year of termination equal to the Executive most recent annual bonus received by the Executive, (ii) Payment in a lump sum of an amount equal to three (3) times the Executive’s then-current base salary as in cash within effect prior to the termination, (iii) Payment in a lump sum of an amount equal to three (3) times the most recent annual bonus received by the Executive, (iv) Continuation, for a period of three (3) years after the Date of Termination, of welfare benefits and senior executive perquisites at least equal to those which would have been provided if the Executive’s employment had continued for that time, (v) A payment equal to that described in Paragraph 6(a) as necessary to fund the future premiums on such insurance policies as shall be reasonably expected to become due prior to the Executive reaching the age of sixty-six (66); and (vi) Outplacement services, at the expense of the Bank, from a provider reasonably selected by the Executive. The amounts payable under paragraphs (b)(i), (ii), (iii) and (v) shall be paid no later than thirty (30) days after the Date of Termination; provided. To the extent any benefits or perquisites provided under paragraph (b)(iv) provide for reimbursements of expenses incurred by the Executive, howeveror in-kind benefits, that any portion the following conditions must be satisfied: (1) The benefit or perquisite must provide an objectively determinable nondiscretionary definition of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits expenses eligible for reimbursement or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable in-kind benefits to the Executivebe provided; (ii2) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus The benefit or perquisite must provide for the reimbursement of expenses incurred or for the provision of the in-kind benefits during an objectively and specifically prescribed period; (3) The benefit or perquisite must provide that the amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Executive’s taxable year during which termination occursmay not affect the expenses eligible for reimbursement, calculated as a prorata portion or in-kind benefits to be provided, in any other taxable year; (4) The reimbursement of an eligible expense must be made on or before the last day of the Executive’s prior year’s bonus amount (if any) based on taxable year following the number of days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar taxable year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments for a period of twelve (12) months (the “Severance Period”) in accordance with the Employer’s regular payroll practicesexpense was incurred; and (iv5) Continuation for the Severance Period of the Executive’s The right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “costreimbursement or in-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need kind benefit must not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed liquidation or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility exchange for the payments and benefits provided by this Paragraph 8(b)another benefit.

Discharge Without Cause or Resignation with Good Reason. In the event that the Executive’s employment and this Agreement terminates terminate pursuant to Paragraph 7(c) by reason of the discharge termination of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s bonus amount employment terminated (if any“Termination Year”) based on the number of days elapsed during the year Termination Year through the Date of Termination;Termination (“Service Days”). The amount of the pro-rated bonus shall be calculated by dividing the Executive’s target annual bonus (“Severance Target”) for the completed fiscal year immediately preceding the Termination Year, divided by the Service Days. (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments Continuation for a period of twelve six (126) months (the “Severance Period”) of his then current annual base salary, payable in substantially equal installments in accordance with the Employer’s regular payroll practices; and; (iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and (v) Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided that in no event shall such outplacement services be provided for a period greater than two (2) years. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive Executive to another), agree to extend the Severance Period for up to an additional six three (63) months (the “Extended Severance Period”). The payments to Executive described in subParagraph subparagraph (iii) above and the reduced COBRA continuation premium described in subParagraph subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date the on which the Executive becomes employed or provides compensated services of any type (including selftype, whether as an employee, independent contractor, owner-employment)employee or otherwise. The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(cSection 8(c) by reason of the discharge of the Executive by the Employer Corporation other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer Corporation shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty ten (3010) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty ten (3010) days after the Date of Termination, the Employer Corporation shall pay to the Executive a lump sum including the following amounts: (A) A cash bonus for the year during which termination occursof termination, calculated as a prorata pro rata portion of his then current target annual bonus amount; (B) The full amount then credited to the Deferred Compensation Account described in Section 4(b)(iii), above; (C) A "Severance Amount" equal to three (3) times the sum of the Executive’s prior year’s 's (1) then current annual base salary and (2) then current target annual bonus amount; reduced by any amounts payable to the Executive under the Corporation's Executive Severance Pay Plan or any similar plan or program; and (D) In lieu of the Supplemental Retirement Benefit ("SRB") described in Section 6, above, a "Supplemental Retirement Amount" equal to the present value of a monthly SRB payable after the termination of employment for the life of the Executive but in any event for a minimum period of ten (10) years, with such value being calculated as follows: (1) The monthly amount of the SRB shall be the excess of (a) 50% of the Executive's Recent Average Monthly Compensation (as described in paragraph (2), below) over (b) the sum of (i) the Executive's projected monthly Social Security retirement benefits, if any, and (ii) based the monthly amount payable under a single-life annuity for the Executive's life which is the actuarial equivalent of the benefits payable to the Executive under any retirement or profit-sharing plan or program provided by the Corporation, to the extent such benefits are attributable to contributions by the Corporation other than contributions by the Corporation on behalf of the Executive under a salary reduction agreement. (2) The Executive's Recent Average Monthly Compensation shall be the amount determined by dividing sixty (60) into the sum of (a) the Severance Amount described in paragraph (C), above, and (b) the Executive's cash compensation for the last twenty-four (24) months of his full-time employment by the Corporation. Cash compensation shall consist of salary, current and deferred bonuses, and contributions paid on the number Executive's behalf by the Corporation pursuant to a salary reduction agreement but shall not include amounts attributable to equity-participation awards or to payments made during that twenty-four (24)-month period pursuant to deferral from a previous period. (3) The Executive's Social Security retirement benefits shall be projected as if the Executive began receiving such benefits at the earliest date available to him under then current law. (4) The computation of days elapsed during present value shall use the year through then current Pension Benefit Guaranty Corporation interest rate for valuing immediate annuities under single-employer pension plans. (iii) For a period of three (3) years after the Date of Termination; (iii) Severance payments , the Corporation shall continue to provide benefits to the Executive and/or the Executive's family at least equal to one hundred percent (100%those which would have been provided to them in accordance with the plans, programs and arrangements referred to in Section 4(b)(v) of the sum of (A) this Agreement if the Executive’s then-current annual base salary, plus (B) 's employment with the average of the sum of the bonus amounts earned by the Executive with respect to the Corporation had continued for those three (3) calendar years years; provided, however, that such benefits shall be at least equal to the most favorable for the Executive which were provided for the Executive at any time during the twelve (or such fewer number of years as Executive has been employed) 12)-month period immediately preceding the calendar year in which termination of employment. (iv) All long-term incentive compensation awards to the Executive’s Date , including (but not by way of Termination occurslimitation) all equity-based incentive compensation awards (such as (A) options to purchase stock of the Corporation, payable (B) restricted stock of the Corporation, or (C) similar equity-based units or interests) shall, if not otherwise vested, vest in substantially equal monthly installments full upon such termination of this Agreement and Executive shall be considered to have terminated his employment by reason of retirement for a purposes of determining the exercise period applicable to any options following such termination of twelve (12) months (the “Severance Period”) in accordance with the Employer’s regular payroll practicesthis Agreement; and (ivv) Continuation for The Corporation shall, at its sole expense, provide the Severance Period Executive with outplacement services the scope and provider of which shall be selected by the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(c) of the Executive's Termination of Employment by reason of the discharge of the Executive by the Employer other than for Bank without Cause, death or Disability or by reason of the resignation of the Executive for Good Reason, and contingent upon Executive timely executing an effective general release and waiver of all known and unknown claims in a form and substance acceptable to the Company (the “Separation and Release Agreement”), then the Bank shall pay to Executive, or his heirs or estate in the event of the Executive's death, in addition to the compensation and benefits described in paragraph (a), the following benefits: (i) The Employer shall pay all Accrued Obligations to the Executive Payment in a lump sum of an amount equal to two (2) times the Executive's then-current base salary as in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable effect prior to the Executive;termination, (ii) Within thirty Payment in a lump sum of an amount equal to two (302) days times the prorated amount of Executive’s most recent annual bonus. For purposes of clarification, the prorated bonus amount from which this payment is calculated shall be thirty-four percent (34%) of the cash bonus Executive received for 2020 performance, (iii) Continuation, for a period of eighteen (18) months after the Date of Termination, of benefits and senior executive perquisites at least equal to those which would have been provided if the Employer shall pay Executive's employment had continued pursuant to this Agreement for that time, subject to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion terms of the Executive’s prior year’s bonus amount (if any) based on the number of days elapsed during the year through the Date of Terminationapplicable plans and policies, and; (iiiiv) Severance payments A payment equal to one hundred percent (100%that described in Paragraph 6(a) as necessary to fund the future premiums during the remainder of the sum of (A) Term on such insurance policies as shall be reasonably expected to become due prior to the Executive’s then-current annual base salary, plus (B) the average end of the sum of Term. The amounts payable under paragraphs (c)(i), (ii), and (iv) shall be paid on the bonus amounts earned by the Executive with respect to the three first payroll date following sixty (360) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the days after Executive’s Date of Termination occurs, payable only if Executive: (A) signs the Separation and Release Agreement and any revocation period applicable to the Separation and Release Agreement has lapsed without any such revocation before the 60th day after Executive’s Date of Termination; and (B) does not breach any provision herein or in substantially equal monthly installments for a period of twelve any separate agreements (12including but not limited to the Separation and Release Agreement) months (the “Severance Period”) in accordance with the Employer’s regular payroll practicesCompany. No payment under this Paragraph 9(c) shall be due or payable to Executive if he fails to time deliver to the Company an executed Separation and Release Agreement, he revokes any portion thereof, any applicable revocation period has not lapsed within 60 days of his Date of Termination or Executive breaches any provision herein or any separate agreements with the Company. To the extent any benefits or perquisites provided under paragraph (c)(iii) provide for reimbursements of expenses incurred by the Executive, or in-kind benefits, the following conditions must be satisfied: (1) The benefit or perquisite must provide an objectively determinable nondiscretionary definition of the expenses eligible for reimbursement or of the in-kind benefits to be provided; (2) The benefit or perquisite must provide for the reimbursement of expenses incurred or for the provision of the in-kind benefits during an objectively and specifically prescribed period; (3) The benefit or perquisite must provide that the amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Executive's taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; (4) The reimbursement of an eligible expense must be made on or before the last day of the Executive's taxable year following the taxable year in which the expense was incurred; and (iv5) Continuation for the Severance Period of the Executive’s The right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “costreimbursement or in-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need kind benefit must not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed liquidation or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility exchange for the payments and benefits provided by this Paragraph 8(b)another benefit.

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(cSection 8(c) by reason of the discharge of the Executive by the Employer Corporation other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer Corporation shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty ten (3010) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty ten (3010) days after the Date of Termination, the Employer Corporation shall pay to the Executive a lump sum including the following amounts: (A) A cash bonus for the year during which termination occursof termination, calculated as a prorata pro rata portion of his then current target annual bonus amount; (B) The full amount then credited to the Deferred Compensation Account described in Section 4(b)(iii), above; (C) A "Severance Amount" equal to two (2) times the sum of the Executive’s prior year’s 's (1) then current annual base salary and (2) then current target annual bonus amount; reduced by any amounts payable to the Executive under the Corporation's Executive Severance Pay Plan or any similar plan or program; and (D) In lieu of the Supplemental Retirement Benefit ("SRB") described in Section 6, above, a "Supplemental Retirement Amount" equal to the present value of a monthly SRB payable after the termination of employment for the life of the Executive but in any event for a minimum period of ten (10) years, with such value being calculated as follows: (1) The monthly amount of the SRB shall be the excess of (a) 50% of the Executive's Recent Average Monthly Compensation (as described in paragraph (2), below) over (b) the sum of (i) the Executive's projected monthly Social Security retirement benefits, if any, and (ii) based the monthly amount payable under a single-life annuity for the Executive's life which is the actuarial equivalent of the benefits payable to the Executive under any retirement or profit sharing plan or program provided by the Corporation, to the extent such benefits are attributable to contributions by the Corporation other than contributions by the Corporation on behalf of the Executive under a salary reduction agreement. (2) The Executive's Recent Average Monthly Compensation shall be the amount determined by dividing forty-eight (48) into the sum of (a) the Severance Amount described in paragraph (C), above, and (b) the Executive's cash compensation for the last twenty-four (24) months of his full-time employment by the Corporation. Cash compensation shall consist of salary, current and deferred bonuses, and contributions paid on the number Executive's behalf by the Corporation pursuant to a salary reduction agreement but shall not include amounts attributable to equity-participation awards or to payments made during that twenty-four (24)-month period pursuant to deferral from a previous period. (3) The Executive's Social Security retirement benefits shall be projected as if the Executive began receiving such benefits at the earliest date available to him under then current law. (4) The computation of days elapsed during present value shall use the year through then current Pension Benefit Guaranty Corporation interest rate for valuing immediate annuities under single-employer pension plans. (iii) For a period of two (2) years after the Date of Termination; (iii) Severance payments , the Corporation shall continue to provide benefits to the Executive and/or the Executive's family at least equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect those which would have been provided to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments for a period of twelve (12) months (the “Severance Period”) them in accordance with the Employer’s regular payroll practicesplans, programs and arrangements referred to in Section 4(b)(v) of this Agreement if the Executive's employment with the Corporation had continued for those two (2) years; provided, however, that such benefits shall be at least equal to the most favorable for the Executive which were provided for the Executive at any time during the twelve (12)-month period immediately preceding the termination of employment. (iv) All long-term incentive compensation awards to the Executive, including (but not by way of limitation) all equity-based incentive compensation awards (such as (A) options to purchase stock of the Corporation, (B) restricted stock of the Corporation, or (C) similar equity-based units or interests) shall, if not otherwise vested, vest in full upon such termination of this Agreement and Executive shall be considered to have terminated his employment by reason of retirement for purposes of determining the exercise period applicable to any options following such termination of this Agreement; and (ivv) Continuation for The Corporation shall, at its sole expense, provide the Severance Period Executive with outplacement services the scope and provider of which shall be selected by the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that the Executive’s employment and this Agreement terminates terminate pursuant to Paragraph 7(c) by reason of the discharge termination of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s bonus amount employment terminated (if any) “Termination Year”), based on the number of days elapsed during the year Termination Year through the Date of TerminationTermination (“Service Days”). The amount of the pro-rated bonus shall be calculated by multiplying the Executive’s target annual bonus (“Severance Target”) for the completed fiscal year immediately preceding the Termination Year, by a fraction, the numerator of which is the Service Days, and the denominator of which is 365; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments Continuation for a period of twelve six (126) months (the “Severance Period”) of his then current annual base salary, payable in substantially equal installments in accordance with the Employer’s regular payroll practices; and; (iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and (v) Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided that in no event shall such outplacement services be provided for a period greater than two (2) years. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive Executive to another), agree to extend the Severance Period for up to an additional six three (63) months (the “Extended Severance Period”). The payments to Executive described in subParagraph subparagraph (iii) above and the reduced COBRA continuation premium described in subParagraph subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date the on which the Executive becomes employed or provides compensated services of any type (including selftype, whether as an employee, independent contractor, owner-employment)employee or otherwise. The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) 1. The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) 2. Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s his prior year’s 's bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments . Continuation for a period of twelve (12) months (the “"Severance Period”") of his then current annual base salary, payable in substantially equal installments in accordance with the Employer’s 's regular payroll practices; and; (iv) 4. Continuation for the Severance Period of the Executive’s 's right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “"cost-sharing” " basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and 5. Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is provided compensated services of any type (including self-employment), provided that in no event shall such outplacement services be provided for a period greater than one (1) year. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any typetype (including self-employment), and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive Executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “"Extended Severance Period”"). The payments to Executive described in subParagraph subparagraph (iii) above and the reduced reduce COBRA continuation premium described in subParagraph subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date the on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s 's continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the ------------------------------------------------------- event that this Agreement terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s his prior year’s 's bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments Continuation for a period of twelve (12) months (the “"Severance Period”") of his then current annual base salary, payable in substantially equal installments in accordance with the Employer’s 's regular payroll practices; and; (iv) Continuation for the Severance Period of the Executive’s 's right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “"cost-sharing” " basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and (v) Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is provided compensated services of any type (including self- employment), provided that in no event shall such outplacement services be provided for a period greater than one (1) year. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any typetype (including self-employment), and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive Executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “"Extended Severance Period”"). The payments to Executive described in subParagraph subparagraph (iii) above and the reduced reduce COBRA continuation premium described in subParagraph subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date the on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s 's continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that the Executive’s employment and this Agreement terminates terminate pursuant to Paragraph 7(c) by reason of the discharge termination of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata pro-rata portion of the Executive’s prior year’s his then current target annual bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments Continuation for a period of twelve six (126) months (the “Severance Period”) of his then current annual base salary, payable in substantially equal installments in accordance with the Employer’s regular payroll practices; and; (iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and (v) Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided that in no event shall such outplacement services be provided for a period greater than two (2) years. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive Executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph subparagraph (iii) above and the reduced COBRA continuation premium described in subParagraph subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date the on which the Executive becomes employed or provides compensated services of any type (including selftype, whether as an employee, independent contractor, owner-employment)employee or otherwise. The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that the Executive's employment and this Agreement terminates terminate pursuant to Paragraph 7(c) by reason of the discharge termination of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) : The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) ; Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata pro-rata portion of the Executive’s prior year’s his then current target annual bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments ; Continuation for a period of twelve (12) months (the “"Severance Period”") of his then current annual base salary, payable in substantially equal installments in accordance with the Employer’s 's regular payroll practices; and (iv) Continuation for the Severance Period of the Executive’s 's right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “"cost-sharing” " basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided that in no event shall such outplacement services be provided for a period greater than two (2) years. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive Executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “"Extended Severance Period”"). The payments to Executive described in subParagraph subparagraph (iii) above and the reduced COBRA continuation premium described in subParagraph subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date the on which the Executive becomes employed or provides compensated services of any type (including selftype, whether as an employee, independent contractor, owner-employment)employee or otherwise. The Executive shall provide such information as the Employer may reasonably request to determine Executive’s 's continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that the Executive’s employment and this Agreement terminates terminate pursuant to Paragraph 7(c8(c) by reason of the discharge termination of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s bonus amount employment terminated (if any) “Termination Year”), based on the number of days elapsed during the year Termination Year through the Date of TerminationTermination (“Service Days”). The amount of the pro-rated bonus shall be calculated by multiplying the Executive’s target annual bonus (“Severance Target”) for the completed fiscal year immediately preceding the Termination Year, by a fraction, the numerator of which is the Service Days, and the denominator of which is 365; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments Continuation for a period of twelve six (126) months (the “Severance Period”) of his then current annual base salary, payable in substantially equal installments in accordance with the Employer’s regular payroll practices; and; (iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and (v) Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided that in no event shall such outplacement services be provided for a period greater than two (2) years. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive Executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph subparagraph (iii) above and the reduced COBRA continuation premium described in subParagraph subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including selftype, whether as an employee, independent contractor, owner-employment)employee or otherwise. The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b9(b).

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(c) of the Executive’s Termination of Employment by reason of the discharge of the Executive by the Employer other than for Bank without Cause, death or Disability or by reason of the resignation of the Executive for Good Reason, then the Bank shall pay to Executive, or his heirs or estate in the event of the Executive’s death, in addition to the compensation and benefits described in paragraph (a), the following benefits: (i) The Employer shall pay all Accrued Obligations A cash bonus for the year of termination equal to the Executive most recent annual bonus received by the Executive, (ii) Payment in a lump sum of an amount equal to three (3) times the Executive’s then-current base salary as in cash within effect prior to the termination, (iii) Payment in a lump sum of an amount equal to three (3) times the most recent annual bonus received by the Executive, (iv) Continuation, for a period of three (3) years after the Date of Termination, of welfare benefits and senior executive perquisites at least equal to those which would have been provided if the Executive’s employment had continued for that time, and (v) A payment equal to that described in Paragraph 6(a) as necessary to fund the future premiums on such insurance policies as shall be reasonably expected to become due prior to the end of the Term. The amounts payable under paragraphs (c)(i), (ii), (iii) and (v) shall be paid no later than thirty (30) days after the Date of Termination; provided. To the extent any benefits or perquisites provided under paragraph (c)(iv) provide for reimbursements of expenses incurred by the Executive, howeveror in-kind benefits, that any portion the following conditions must be satisfied: (1) The benefit or perquisite must provide an objectively determinable nondiscretionary definition of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits expenses eligible for reimbursement or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable in-kind benefits to the Executivebe provided; (ii2) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus The benefit or perquisite must provide for the reimbursement of expenses incurred or for the provision of the in-kind benefits during an objectively and specifically prescribed period; (3) The benefit or perquisite must provide that the amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Executive’s taxable year during which termination occursmay not affect the expenses eligible for reimbursement, calculated as a prorata portion or in-kind benefits to be provided, in any other taxable year; (4) The reimbursement of an eligible expense must be made on or before the last day of the Executive’s prior year’s bonus amount (if any) based on taxable year following the number of days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar taxable year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments for a period of twelve (12) months (the “Severance Period”) in accordance with the Employer’s regular payroll practicesexpense was incurred; and (iv5) Continuation for the Severance Period of the Executive’s The right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “costreimbursement or in-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need kind benefit must not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed liquidation or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility exchange for the payments and benefits provided by this Paragraph 8(b)another benefit.

Discharge Without Cause or Resignation with Good Reason. In the event that the Executive’s employment and this Agreement terminates terminate pursuant to Paragraph 7(c) by reason of the discharge termination of the Executive by the Employer other than for CauseCause or disability, death or Disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan plan, policy or policy agreement as applicable to the Executive, except as may otherwise be provided in this Agreement; (ii) Within thirty The Employer shall pay to the Executive any STIC bonus earned but not yet paid from the year preceding the year during which termination occurs (30“Prior Year Bonus”); (iii) days after the Date of Termination, the The Employer shall pay to the Executive a STIC bonus for the year during which termination occurs, calculated as a prorata the greater of: (1) the pro-rata portion of the Executive’s prior year’s bonus his then current annual target Bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination, or (2) the pro-rata portion of the actual annual bonus amount earned based on the number of days elapsed during the year through the Date of Termination, in either event paid when the bonus otherwise would have been paid pursuant to the terms of the STIC plan; (iiiiv) Severance payments equal The Employer shall cause the unvested portion of each outstanding LTIC award, granted prior to one hundred percent or after the Effective Date of this Agreement, which is held by the Executive on the Date of Termination to vest or to remain eligible to be earned and vest as follows (100%unless the terms of any applicable LTIC award agreement are more favorable to the Executive, in which case such terms shall apply): (1) each such LTIC award then subject solely to time-based vesting shall vest on the Date of Termination to the extent that the pro-rata portion (as described below) of the sum award exceeds the portion of the award that vested prior to the Date of Termination, and (A2) the Executive’s thenpro-current annual base salaryrata portion (as described below) of each such LTIC award subject to performance-based vesting and for which the applicable performance period will end after the Date of Termination shall remain outstanding and shall become earned and vest at the end of the performance period based on the level of performance achieved; provided that for purposes of clause (1) above, plus the pro-rata portion shall be the total number of shares subject to the award multiplied by a fraction, the numerator of which is the number of whole months from the grant date of the award to the Date of Termination and the denominator of which is the number of months in the period from the grant date to the final scheduled vesting date under the award; provided, further that for purposes of clause (B2) the average pro-rata portion shall be the percentage of the total number of performance shares granted under the award multiplied by a fraction, the numerator of which is the number of whole months from the first day of the performance period under the award to the Date of Termination and the denominator of which is the number of months in the performance period; provided, further, that any portion of the award described in clause (1) that remains unvested after application of clause (1) and any portion of the performance shares under the award described in clause (2) which do not remain outstanding after application of clause (2) shall be forfeited; and (v) The Employer shall pay to the Executive an amount equal to two (2) times the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years his Base Salary and Target Bonus as Executive has been employed) immediately preceding the calendar year in effect under Paragraphs 3 and 4, which the Executive’s Date of Termination occurs, amount shall be payable in substantially equal monthly installments for a period of twelve (12) months (the “Severance Period”) in accordance with the Employer’s regular payroll practices; and , for a period of twenty-four (iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (624) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that the Executive’s employment and this Agreement terminates terminate pursuant to Paragraph 7(c) by reason of the discharge termination of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s bonus amount employment terminated (if any) “Termination Year”), based on the number of days elapsed during the year Termination Year through the Date of Termination;Termination (“Service Days”). The amount of the pro-rated bonus shall be calculated by dividing the Executive’s target annual bonus (“Severance Target”) for the completed fiscal year immediately preceding the Termination Year, divided by the Service Days. (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments Continuation for a period of twelve six (126) months (the “Severance Period”) of his then current annual base salary, payable in substantially equal installments in accordance with the Employer’s regular payroll practices; and; (iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and (v) Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided that in no event shall such outplacement services be provided for a period greater than two (2) years. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive Executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph subparagraph (iii) above and the reduced COBRA continuation premium described in subParagraph subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date the on which the Executive becomes employed or provides compensated services of any type (including selftype, whether as an employee, independent contractor, owner-employment)employee or otherwise. The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In Subject to Paragraph 12, in the event that the Executive’s employment and this Agreement terminates terminate pursuant to Paragraph 7(c9(c) by reason of the discharge termination of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of TerminationTermination which occurs when Executive is eligible to earn an annual bonus under STIC, the Employer shall pay to the Executive a pro-rated bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s bonus amount employment terminated (if any) “Termination Year”), based on the number of days on which Executive was eligible to earn an annual bonus under STIC and which elapsed during the year Termination Year through the Date of TerminationTermination (“Service Days”). The amount of the pro-rated bonus shall be calculated by multiplying the Executive’s target annual bonus for the completed fiscal year immediately preceding the Termination Year (or, in the event the Executive was not eligible for STIC in the immediately preceding fiscal year, the initial target annual bonus set forth in Paragraph 4) (the “Severance Target”), by a fraction, the numerator of which is the Service Days, and the denominator of which is 365; (iii) Severance payments The Employer shall pay to the Executive a lump sum payment within thirty (30) days after such termination of employment in an amount equal to one hundred percent (100%) of the sum of of: (A) nine (9) months of the Executive’s then-then current annual base salary, plus ; (B) to the average extent then in effect pursuant to Paragraph 8(a), nine (9) months of salary stock; and (C) to the extent then in effect under Paragraph 7(d), one-half of the sum remaining months of the bonus amounts earned by the Executive with respect to the three supplemental salary stock (3in each case, determined without regard for any reduction constituting Good Reason); (iv) calendar years Continuation for nine (or such fewer number of years as Executive has been employed9) immediately preceding the calendar year in which months following the Executive’s Date termination of Termination occurs, payable in substantially equal monthly installments for a period of twelve (12) months employment (the “Severance Period”) in accordance with the Employer’s regular payroll practices; and (iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and (v) Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided that in no event shall such outplacement services be provided for a period greater than two (2) years. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive Executive to another), agree to pay an additional severance payment in an amount equal to up to six (6) months of the Executive’s base salary, salary stock and supplemental salary stock as in effect on the Date of Termination. In addition, the Company may extend the Severance Period reduced COBRA continuation premium described in subparagraph (iv) above for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Periodmonths, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including selftype, whether as an employee, independent contractor, owner-employment)employee or otherwise. The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b10(b).

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(cof the Executive's Termination of Employment (1) by reason of the discharge of the Executive by the Employer other than for Bank without Cause, death or Disability or (2) by reason of the resignation of the Executive for Good Reason, and contingent upon the Executive timely executing an effective general release and waiver of all known and unknown claims in a form and substance acceptable to the Company (the “Separation and Release Agreement”), then the Bank shall pay to Executive, or his heirs or estate in the event of the Executive' s death, in addition to the compensation and benefits described in Section 9(a), the following benefits: (i) The Employer shall pay all Accrued Obligations to the Executive Payment in a lump sum of an amount equal to two (2) times the Executive’s then-current base salary as in cash within thirty effect prior to the termination; (30ii) days after Payment in a lump sum of an amount equal to two (2) times the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to most recent annual bonus received by the Executive; (iiiii) Within thirty Continuation, for a period of eighteen (3018) days months after the Date of Termination, the Employer shall pay of welfare benefits and senior executive perquisites at least equal to the Executive a bonus for the year during those which termination occurs, calculated as a prorata portion of would have been provided if the Executive’s prior year’s bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments 's employment had continued for a period of twelve (12) months (the “Severance Period”) in accordance with the Employer’s regular payroll practicesthat time; and (iv) Continuation Outplacement services, at the expense of the Bank, from a provider reasonably selected by the Executive. The amounts payable under paragraphs (b)(i) and (ii) shall be paid on the first payroll date following sixty (60) days after Executive’s Date of Termination only if Executive: (A) signs the Separation and Release Agreement and any revocation period applicable to the Separation and Release Agreement has lapsed without any such revocation before the 60th day after Executive’s Date of Termination; and (B) does not breach any provision herein or in any separate agreements (including but not limited to the Separation and Release Agreement) with the Company. No payment under this Paragraph 9(c) shall be due or payable to Executive if he fails to timely deliver to the Company an executed Separation and Release Agreement, he revokes any portion thereof, any applicable revocation period has not lapsed within 60 days of his Date of Termination or Executive breaches any provision herein or any separate agreements with the Company. To the extent any benefits or perquisites provided under paragraph (b)(iii) provide for reimbursements of expenses incurred by the Executive, or in-kind benefits, the following conditions must be satisfied: (1) The benefit or perquisite must provide an objectively determinable nondiscretionary definition of the expenses eligible for reimbursement or of the in-kind benefits to be provided; (2) The benefit or perquisite must provide for the Severance Period reimbursement of expenses incurred or for the provision of the in-kind benefits during an objectively and specifically prescribed period; (3) The benefit or perquisite must provide that the amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Executive's taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; (4) The reimbursement of an eligible expense must be made on or before the last day of the Executive’s 's taxable year following the taxable year in which the expense was incurred; and (5) The right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “costreimbursement or in-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need kind benefit must not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed liquidation or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility exchange for the payments and benefits provided by this Paragraph 8(b)another benefit.

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata pro rata portion of the Executive’s prior year’s bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments for a period of twelve (12) months (the “Severance Period”) in accordance with the Employer’s regular payroll practices; and (iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death or Disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata pro rata portion of the Executive’s 's prior year’s 's bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s 's then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s 's Date of Termination occurs, payable in substantially equal monthly installments for a period of twelve (12) months (the “"Severance Period”") in accordance with the Employer’s 's regular payroll practices; and (iv) Continuation for the Severance Period of the Executive’s 's right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “"cost-sharing” " basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that the Executive's employment and this Agreement terminates terminate pursuant to Paragraph 7(c) by reason of the discharge termination of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) : The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) ; Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata pro-rata portion of the Executive’s prior year’s his then current target annual bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; ; Continuation for a period of six (iii6) months (the "Severance payments equal to one hundred percent (100%Period") of the sum of (A) the Executive’s then-his then current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments for a period of twelve (12) months (the “Severance Period”) in accordance with the Employer’s 's regular payroll practices; and (iv) Continuation for the Severance Period of the Executive’s 's right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “"cost-sharing” " basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination; and Outplacement counseling, the scope and provider of which shall be selected by the Employer for a period beginning on the Date of Termination and ending on the date the Executive is first employed elsewhere or otherwise is providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, provided that in no event shall such outplacement services be provided for a period greater than two (2) years. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, whether as an employee, independent contractor, owner-employee or otherwise, and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive Executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “"Extended Severance Period”"). The payments to Executive described in subParagraph subparagraph (iii) above and the reduced COBRA continuation premium described in subParagraph subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date the on which the Executive becomes employed or provides compensated services of any type (including selftype, whether as an employee, independent contractor, owner-employment)employee or otherwise. The Executive shall provide such information as the Employer may reasonably request to determine Executive’s 's continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that this Agreement terminates pursuant to Paragraph 7(c) by reason of the discharge of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s his prior year’s 's bonus amount (if any) based on the number of days elapsed during the year through the Date of Termination; (iii) Severance payments equal to one hundred fifty percent (100150%) of the sum of (A) the Executive’s then-his then current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s 's Date of Termination occurs, payable in substantially equal monthly installments for a period of twelve eighteen (1218) months (the “"Severance Period”") in accordance with the Employer’s 's regular payroll practices; and (iv) Continuation for the Severance Period of the Executive’s 's right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “"cost-sharing” " basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any typetype (including self-employment), and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive Executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “"Extended Severance Period”"). The payments to Executive described in subParagraph subparagraph (iii) above and the reduced reduce COBRA continuation premium described in subParagraph subparagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date the on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s 's continued eligibility for the payments and benefits provided by this Paragraph 8(b).

Discharge Without Cause or Resignation with Good Reason. In the event that the Executive’s employment and this Agreement terminates terminate pursuant to Paragraph 7(c8(c) by reason of the discharge termination of the Executive by the Employer other than for Cause, death Cause or Disability disability or by reason of the resignation of the Executive for Good Reason: : (i) The Employer shall pay all Accrued Obligations to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination; provided, however, that any portion of the Accrued Obligations which consists of bonus, deferred compensation, incentive compensation, insurance benefits or other employee benefits shall be determined and paid in accordance with the terms of the relevant plan or policy as applicable to the Executive; ; (ii) Within thirty (30) days after the Date of Termination, the Employer shall pay to the Executive a pro-rated bonus for the year during which termination occurs, calculated as a prorata portion of the Executive’s prior year’s bonus amount employment terminated (if any) “Termination Year”), based on the number of days elapsed during the year Termination Year through the Date of Termination; Termination (“Service Days”). The amount of the pro-rated bonus shall be calculated by multiplying the Executive’s target annual bonus (“Severance Target”) for the completed fiscal year immediately preceding the Termination Year, by a fraction, the numerator of which is the Service Days, and the denominator of which is 365; (iii) Severance payments equal to one hundred percent (100%) of the sum of (A) the Executive’s then-current annual base salary, plus (B) the average of the sum of the bonus amounts earned by the Executive with respect to the three (3) calendar years (or such fewer number of years as Executive has been employed) immediately preceding the calendar year in which the Executive’s Date of Termination occurs, payable in substantially equal monthly installments Continuation for a period of twelve six (126) months (the “Severance Period”) of his then current annual base salary, payable in substantially equal installments in accordance with the Employer’s regular payroll practices; and (iv) Continuation for the Severance Period of the Executive’s right to maintain COBRA continuation coverage under the applicable plans at premium rates on the same “cost-sharing” basis as the applicable premiums paid for such coverage by active employees as of the Date of Termination. In the event that upon the expiration of the Severance Period, Executive is not employed or otherwise providing compensated services of any type, ; and has not done so during the final ninety (90) days of the Severance Period, the Employer may, in its sole discretion (which discretion need not be applied in a consistent manner from one executive to another), agree to extend the Severance Period for up to an additional six (6) months (the “Extended Severance Period”). The payments to Executive described in subParagraph (iii) above and the reduced COBRA continuation premium described in subParagraph (iv) above shall continue during the Extended Severance Period, subject to earlier termination effective as of the first day of the month following the date on which the Executive becomes employed or provides compensated services of any type (including self-employment). The Executive shall provide such information as the Employer may reasonably request to determine Executive’s continued eligibility for the payments and benefits provided by this Paragraph 8(b).8