Common use of Employment After a Change in Control Clause in Contracts

Employment After a Change in Control. If a Change in Control of the Company occurs during the term of this Agreement or any additional one-year renewal term, and the Executive is employed by the Bank on the date the Change in Control occurs, then the Bank shall have the following obligations. (a) if, within two (2) years after a Change in Control, the Company or the Bank or either’s successor (together or either, the “Successor”) shall terminate the Executive’s employment without Cause or decline to renew this Agreement or the Executive shall terminate employment for Good Reason, the Successor will pay to the Executive immediately a sum of equal to one and one-half (1 1/2) times the Executive’s annual base salary. (b) in any event, if within one hundred eighty (180) days after a Change of Control, the Executive terminates his or her employment without Good Reason or for any reason, the Successor, within thirty (30) days after the date of termination of employment, shall pay the Executive a minimum of the sum of the Executive’s base salary for ninety (90) days. (c) if, after the one hundred eighty (180) day period referenced in subparagraph 10(b) above, the Executive’s employment shall be terminated for Cause or by the Executive for other than Good Reason within two (2) years after a Change in Control, this Agreement shall terminate without any further obligation of the Successor to the Executive other than to pay to the Executive his or her base salary through thirty (30) days after the date of termination. The Executive still will be required to comply with the non-competition and confidentiality covenants set forth in paragraph 7(b) above and must execute the legal release provided in Section 7(f) above. (d) in addition, if the Executive’s employment is terminated by the Successor without Cause or the Executive shall terminate employment for Good Reason pursuant to paragraph 10(a) above, the Successor also shall maintain in full force and effect for the Executive’s continued benefit, until twelve (12) months from the date of termination of employment, all health and insurance plans as required by federal law, and provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Successor reasonably determines that maintaining such health and insurance plans in full force and effect for the benefit of the Executive until twelve months from the date of termination of employment is not feasible, the Successor shall pay the Executive a lump sum equal to the estimated cost of maintaining such plans for the Executive for twelve (12) months. In addition, stock option, restricted stock, and similar agreements with the Executive evidencing the grant of a stock option or other award under a Company or Successor stock incentive plan, if applicable, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, to exercise the option.

Employment After a Change in Control. If a Change in Control of the Company occurs during the term of this Agreement or any additional one-year renewal termAgreement, and the Executive is employed by the Bank on the date the Change in Control occurs, then the Bank shall have the following obligations. (a) if, within two (2) years after a Change in Control, the Company or the Bank or either’s successor (together or either, the “Successor”) shall terminate the Executive’s employment without Cause Cause, as defined below, or decline to renew this Agreement or if the Executive shall terminate employment for Good Reason, as defined below, the Successor will pay to the Executive immediately a sum of equal to one and one-a half (1 1/21.5) times the Executive’s then current annual base salary. (b) in any event, if within one hundred eighty (180) days after a Change of Control, the Executive terminates his or her employment without Good Reason or for any reason, the Successor, within thirty (30) days after the date of termination of employment, shall pay the Executive a minimum of the sum of the Executive’s then current base salary for ninety (90) days. (c) if, after the one hundred eighty (180) day period referenced in subparagraph 10(b5(b) above, the Executive’s employment shall be terminated for Cause or by the Executive for other than Good Reason within two (2) years after a Change in Control, this Agreement shall terminate without any further obligation of the Successor to the Executive other than to pay to the Executive his or her then current base salary through thirty (30) days after the date of termination. The Executive still will be required to comply with the non-competition and confidentiality covenants set forth in paragraph 7(b) above and must execute the legal release provided in Section 7(f) above. (d) in addition, if the Executive’s employment is terminated by the Successor without Cause or the Executive shall terminate employment for Good Reason pursuant to paragraph 10(a) aboveReason, the Successor also shall maintain in full force and effect for the Executive’s continued benefit, until twelve (12) months from the date of termination of employment, all health and insurance plans as required by federal law, and provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Successor reasonably determines that maintaining such health and insurance plans in full force and effect for the benefit of the Executive until twelve months from the date of termination of employment is not feasible, the Successor shall pay the Executive a lump sum equal to the estimated cost of maintaining such plans for the Executive for twelve (12) months. In addition, stock option, restricted stock, and similar agreements with the Executive evidencing the grant of a stock option or other award under a Company or Successor stock incentive plan, if applicable, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, to exercise the option.

Employment After a Change in Control. If a Change in Control of the Company occurs during the term of this Agreement or any additional one-year renewal termAgreement, and the Executive is employed by the Bank on the date the Change in Control occurs, then the Bank shall have the following obligations. (a) if, within two (2) years after a Change in Control, the Company or the Bank or either’s successor (together or either, the “Successor”) shall terminate the Executive’s employment without Cause Cause, as defined below, or decline to renew this Agreement or if the Executive shall terminate employment for Good Reason, as defined below, the Successor will pay to the Executive immediately a sum of equal to one and one-a half (1 1/21.5) times the Executive’s then current annual base salary. (b) in any event, if within one hundred eighty (180) days after a Change of Control, the Executive terminates his or her employment without Good Reason or for any reasonReason, the Successor, within thirty (30) days after the date of termination of employment, shall pay the Executive a minimum of the sum of the Executive’s then current base salary for ninety (90) days. (c) if, after the one hundred eighty (180) day period referenced in subparagraph 10(b4(b) above, the Executive’s employment shall be terminated for Cause or by the Executive for other than Good Reason within two (2) years after a Change in Control, this Agreement shall terminate without any further obligation of the Successor to the Executive other than to pay to the Executive his or her base salary through thirty (30) days after the date of termination. The Executive still will be required to comply with the non-competition and confidentiality covenants set forth in paragraph 7(b) above and must execute the legal release provided in Section 7(f) above. (d) in addition, if the Executive’s employment is terminated by the Successor without Cause or the Executive shall terminate employment for Good Reason pursuant to paragraph 10(a) aboveReason, the Successor also shall maintain in full force and effect for the Executive’s continued benefit, until twelve (12) months from the date of termination of employment, all health and insurance plans as required by federal law, and provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Successor reasonably determines that maintaining such health and insurance plans in full force and effect for the benefit of the Executive until twelve months from the date of termination of employment is not feasible, the Successor shall pay the Executive a lump sum equal to the estimated cost of maintaining such plans for the Executive for twelve (12) months. In addition, stock option, restricted stock, and similar agreements with the Executive evidencing the grant of a stock option or other award under a Company or Successor stock incentive plan, if applicable, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, to exercise the option.