Common use of Event of Termination in Connection With a Change of Control Clause in Contracts

Event of Termination in Connection With a Change of Control. If, during the term of Executive’s employment under this Agreement and within eighteen (18) months immediately following a Change of Control or within three (3) months immediately prior to such Change of Control, Executive’s employment with Employers under this Agreement is terminated by an Event of Termination (for clarity, termination other than for death, Disability, Cause or as provided in Agreement paragraph 7(b)), Employers shall pay to Executive, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, any accrued but unpaid Base Salary through the date of termination of Executive’s employment (payable in accordance with Employers’ normal payroll practices), and any unpaid Incentive Compensation for any prior period, pro rata and to the extent earned (payable on the schedule as described in Agreement paragraph 4(b) above). Any outstanding equity awards shall be subject to the terms and conditions of the applicable plan and applicable award agreement. In addition, and if Executive faithfully and fully abides by all of the covenants contained in Agreement paragraph 9 and the release requirements described herein, Employers shall pay to Executive (or in the event of his death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be) as liquidated damages, in lieu of all other claims, (i) a severance payment equal to 2.0 times the sum of Executive’s (A) Base Salary plus (B) target bonus under the STIP for the year of termination (that is, Target Bonus), with such severance payment to be paid in twelve (12) equal monthly installments (without interest) in accordance with Employers’ regular payroll practices commencing with the first normal payroll date that occurs on or after the sixtieth (60th) date of Executive’s termination of employment, as well as (ii) a pro rata Short-Term Incentive Compensation bonus and a pro rata Long-Term Incentive Compensation bonus (without interest), in each case, to the extent earned, for the performance period during which Executive’s termination of employment occurs, payable on March 1 of the year following the calendar year in which Executive’s termination of employment occurs (provided that in no event shall payments under this clause (ii) result in duplicate payments with respect to unpaid Incentive Compensation as described in the first sentence of this Agreement paragraph 7(c)). In addition, Employers shall continue to provide Executive and Executive’s dependents who are qualified beneficiaries with health insurance coverage as if he were an active employee for a period not to exceed eighteen (18) months until the earlier of the end of the (18) month period following the date of said Event of Termination or the date on which Executive receives substantially comparable coverage and benefits under the group health plans of a subsequent employer. Executive shall pay the entire premium charged for such coverage based on the COBRA rate for the level of coverage elected. Employers shall reimburse Executive an amount equal to Employers’ portion of the health insurance premiums then paid for active employees for the level of coverage elected by Executive (subject to the provisions of Agreement paragraph 7(e) herein). In return for the severance payments and benefits described in this Agreement paragraph 7(c), Executive shall agree to execute a full release and waiver acceptable to the Holding Company and the Bank (substantially similar to the Release and Waiver attached hereto as Exhibit “A” and made a part of this Agreement) of all known or unknown claims or causes of action Executive has, had, or may have against Employers, their affiliates and all of the officers, employees, directors and agents of Employers and their affiliates, except that such release shall not apply to (i) any rights of Executive to indemnification under Employers’ Articles of Incorporation or By-Laws or written agreement or to directors’ and officers’ liability insurance coverage of Employers and its affiliates, (ii) any rights to the severance pay or benefits under this Agreement, (iii) any rights to vested tax-qualified retirement benefits, (iv) any Protected Rights, and (v) any rights to continued group health coverage under COBRA or applicable state law. The severance payments described in clause (i) above shall commence within the sixty (60)-day period described above following Executive’s termination of employment provided Executive has executed the release and the release has become irrevocable before then. If the sixty (60)-day period described in the immediately preceding sentence begins in one calendar year and ends in a later calendar year, the severance payments and reimbursements, if any, shall commence in the later calendar year even if Executive executes the release and it becomes irrevocable in the earlier calendar year. If Executive does not execute the release and the release does not become irrevocable before the sixtieth (60th) day after Executive’s termination of employment, Executive shall not receive the severance payment described in this Agreement paragraph 7(c).

Event of Termination in Connection With a Change of Control. If, during the term of Executive’s employment under this Agreement and within eighteen (18) months immediately following a Change of Control or within three (3) months immediately prior to such Change of Control, Executive’s employment with Employers under this Agreement is terminated by an Event of Termination (for clarity, termination other than for death, Disability, Cause or as provided in Agreement paragraph 7(b)), Employers shall pay to Executive, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, any accrued but unpaid Base Salary through the date of termination of Executive’s employment (payable in accordance with Employers’ normal payroll practices), and any unpaid Incentive Compensation for any prior period, pro rata and to the extent earned (payable on the schedule as described in Agreement paragraph 4(b) above). Any outstanding equity awards shall be subject to the terms and conditions of the applicable plan and applicable award agreement. In addition, and if Executive faithfully and fully abides by all of the covenants contained in Agreement paragraph 9 and the release requirements described herein, Employers shall pay to Executive (or in the event of his death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be) as liquidated damages, in lieu of all other claims, (i) a severance payment equal to 2.0 2.25 times the sum of Executive’s (A) Base Salary plus (B) target bonus under the STIP for the year of termination (that is, Target Bonus), with such severance payment to be paid in twelve (12) equal monthly installments (without interest) in accordance with Employers’ regular payroll practices commencing with the first normal payroll date that occurs on or after the sixtieth (60th) date of Executive’s termination of employment, as well as (ii) a pro rata Short-Term Incentive Compensation bonus and a pro rata Long-Term Incentive Compensation bonus (without interest), in each case, to the extent earned, for the performance period during which Executive’s termination of employment occurs, payable on March 1 of the year following the calendar year in which Executive’s termination of employment occurs (provided that in no event shall payments under this clause (ii) result in duplicate payments with respect to unpaid Incentive Compensation as described in the first sentence of this Agreement paragraph 7(c)). In addition, Employers shall continue to provide Executive and Executive’s dependents who are qualified beneficiaries with health insurance coverage as if he were an active employee for a period not to exceed eighteen (18) months until the earlier of the end of the (18) month period following the date of said Event of Termination or the date on which Executive receives substantially comparable coverage and benefits under the group health plans of a subsequent employer. Executive shall pay the entire premium charged for such coverage based on the COBRA rate for the level of coverage elected. Employers shall reimburse Executive an amount equal to Employers’ portion of the health insurance premiums then paid for active employees for the level of coverage elected by Executive (subject to the provisions of Agreement paragraph 7(e) herein). In return for the severance payments and benefits described in this Agreement paragraph 7(c), Executive shall agree to execute a full release and waiver acceptable to the Holding Company and the Bank (substantially similar to the Release and Waiver attached hereto as Exhibit “A” and made a part of this Agreement) of all known or unknown claims or causes of action Executive has, had, or may have against Employers, their affiliates and all of the officers, employees, directors and agents of Employers and their affiliates, except that such release shall not apply to (i) any rights of Executive to indemnification under Employers’ Articles of Incorporation or By-Laws or written agreement or to directors’ and officers’ liability insurance coverage of Employers and its affiliates, (ii) any rights to the severance pay or benefits under this Agreement, (iii) any rights to vested tax-qualified retirement benefits, (iv) any Protected Rights, and (v) any rights to continued group health coverage under COBRA or applicable state law. The severance payments described in clause (i) above shall commence within the sixty (60)-day period described above following Executive’s termination of employment provided Executive has executed the release and the release has become irrevocable before then. If the sixty (60)-day period described in the immediately preceding sentence begins in one calendar year and ends in a later calendar year, the severance payments and reimbursements, if any, shall commence in the later calendar year even if Executive executes the release and it becomes irrevocable in the earlier calendar year. If Executive does not execute the release and the release does not become irrevocable before the sixtieth (60th) day after Executive’s termination of employment, Executive shall not receive the severance payment described in this Agreement paragraph 7(c).

Event of Termination in Connection With a Change of Control. If, during the term of Executive’s employment under this Agreement and within eighteen (18) months immediately following a Change of Control or within three (3) months immediately prior to such Change of Control, Executive’s employment with Employers under this Agreement is terminated by an Event of Termination (for clarity, termination other than for death, Disability, Cause or as provided in Agreement paragraph 7(b)), Employers shall pay to Executive, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, any accrued but unpaid Base Salary through the date of termination of Executive’s employment (payable in accordance with Employers’ normal payroll practices), and any unpaid Incentive Compensation for any prior period, pro rata and to the extent earned (payable on the schedule as described in Agreement paragraph 4(b) above). Any outstanding equity awards shall be subject to the terms and conditions of the applicable plan and applicable award agreement. In addition, and if Executive faithfully and fully abides by all of the covenants contained in Agreement paragraph 9 and the release requirements described herein, Employers shall pay to Executive (or in the event of his death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be) as liquidated damages, in lieu of all other claims, (i) a severance payment equal to 2.0 2.25 times the sum of Executive’s (A) Base Salary plus (B) target bonus under the STIP for the year of termination (that is, Target Bonus), with such severance payment to be paid in twelve (12) equal monthly installments (without interest) in accordance with Employers’ regular payroll practices commencing with the first normal payroll date that occurs on or after the sixtieth (60th) date of Executive’s termination of employment, as well as (ii) a pro rata Short-Term Incentive Compensation bonus and a pro rata Long-Term Incentive Compensation bonus (without interest), in each case, to the extent earned, for the performance period during which Executive’s termination of employment occurs, payable on March 1 of the year following the calendar year in which Executive’s termination of employment occurs (provided that in no event shall payments under this clause (ii) result in duplicate payments with respect to unpaid Incentive Compensation as described in the first sentence of this Agreement paragraph 7(c)). In addition, Employers shall continue to provide Executive and Executive’s dependents who are qualified beneficiaries with health insurance coverage as if he were an active employee for a period not to exceed eighteen (18) months until the earlier of the end of the (18) month period following the date of said Event of Termination or the date on which Executive receives substantially comparable coverage and benefits under the group health plans of a subsequent employer. Executive shall pay the entire premium charged for such coverage based on the COBRA rate for the level of coverage elected. Employers shall reimburse Executive an amount equal to Employers’ portion of the health insurance premiums then paid for active employees for the level of coverage elected by Executive (subject to the provisions of Agreement paragraph 7(e) herein). In return for the severance payments and benefits described in this Agreement paragraph 7(c), Executive shall agree to execute a full release and waiver acceptable to the Holding Company and the Bank (substantially similar to the Release and Waiver attached hereto as Exhibit “A” and made a part of this Agreement) of all known or unknown claims or causes of action Executive has, had, or may have against Employers, their affiliates and all of the officers, employees, directors and agents of Employers and their affiliates, except that such release shall not apply to (i) any rights of Executive to indemnification under Employers’ Articles of Incorporation or By-Laws or written agreement or to directors’ and officers’ liability insurance coverage of Employers and its affiliates, (ii) any rights to the severance pay or benefits under this Agreement, (iii) any rights to vested tax-qualified retirement benefits, (iv) any Protected Rights, and (v) any rights to continued group health coverage under COBRA or applicable state law. The severance payments described in clause (i) above shall commence within the sixty (60)-day period described above following Executive’s termination of employment provided Executive has executed the release and the release has become irrevocable before then. If the sixty (60)-day period described in the immediately preceding sentence begins in one calendar year and ends in a later calendar year, the severance payments and reimbursements, if any, shall commence in the later calendar year even if Executive executes the release and it becomes irrevocable in the earlier calendar year. If Executive does not execute the release and the release does not become irrevocable before the sixtieth (60th) day after Executive’s termination of employment, Executive shall not receive the severance payment described in this Agreement paragraph 7(c).twelve

Event of Termination in Connection With a Change of Control. If, ----------------------------------------------------------- during the term of Executive’s employment under this Agreement and within eighteen one (181) months year immediately - following a Change of Control or within three six (36) months immediately prior to - such Change of Control, Executive’s Employee's employment with Employers under this Agreement is terminated by an Event of Termination (for clarityTermination, termination other than for death, Disability, Cause or as provided in Agreement paragraph 7(b)), Employers shall pay to ExecutiveEmployee, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, any accrued but unpaid Base Salary through the date of termination of Executive’s employment (payable in accordance with Employers’ normal payroll practices)shall receive, and any unpaid Incentive Compensation for any prior period, pro rata and to the extent earned (payable on the schedule as described in Agreement paragraph 4(b) above). Any outstanding equity awards shall be subject to the terms and conditions of the applicable plan and applicable award agreement. In addition, and if Executive faithfully and fully abides by all of the covenants contained in Agreement paragraph 9 and the release requirements described herein, Employers shall pay to Executive (or in the event of his death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be) as liquidated damages, in lieu of all other claims, (i) a severance payment equal to 2.0 three (3) times Employee's then current Total Compensation paid to Employee during the sum of Executive’s immediately preceding twelve (A12) Base Salary plus (B) target bonus under the STIP for the year of termination (that ismonths, Target Bonus), with such severance payment to be paid in twelve (12) equal monthly installments (without interest) in accordance with Employers’ regular payroll practices commencing with full on the first normal payroll date that occurs on or after the sixtieth (60th) date of Executive’s termination of employment, as well as (ii) a pro rata Short-Term Incentive Compensation bonus and a pro rata Long-Term Incentive Compensation bonus (without interest), in each case, to the extent earned, for the performance period during which Executive’s termination of employment occurs, payable on March 1 last -- day of the year following the calendar year in which Executive’s termination of employment occurs (provided that in no event shall payments under this clause (ii) result in duplicate payments with respect to unpaid Incentive Compensation as described in the first sentence of this Agreement paragraph 7(c)). In addition, Employers shall continue to provide Executive and Executive’s dependents who are qualified beneficiaries with health insurance coverage as if he were an active employee for a period not to exceed eighteen (18) months until the earlier of the end of the (18) month period following the date of said Event of Termination or Termination. The responsibility for making such severance payment shall be allocated among Employers and the Holding Company in whatever manner they deem appropriate. In no event shall the payment(s) described in this paragraph 7(c) exceed the amount permitted by Section 280G of the Internal Revenue Code (as amended). Therefore, if the aggregate present value (determined as of the date of the Change of Control in accordance with the provisions of Section 280G of the Internal Revenue Code (as amended) or any successor thereof and the regulations and rulings thereunder ("Section 280G")) of both the Severance Amount and all other payments to Employee in the nature of compensation which are contingent on which Executive receives substantially comparable coverage and benefits under a change in ownership or effective control of the group health plans Employers or Holding Company or in the ownership of a subsequent employer. Executive substantial portion of the assets of Employers or Holding Company (the "Aggregate Severance") would result in a parachute payment (as determined under Section 280G) then the Aggregate Severance shall pay the entire premium charged for such coverage based on the COBRA rate for the level of coverage elected. Employers shall reimburse Executive not be greater than an amount equal to Employers’ portion of the health insurance premiums then paid for active employees 2.99 multiplied by Employee's base amount (as determined under Section 280G) for the level of coverage elected by Executive base period (subject to the provisions of Agreement paragraph 7(e) hereinas determined under Section 280G). In return for the severance payments and benefits described in event the Aggregate Severance is required to be reduced pursuant to this Agreement paragraph 7(c), Executive Employee shall agree be entitled to execute a full release and waiver acceptable determine which portions of the Aggregate Severance are to be reduced so that the Aggregate Severance satisfies the limit set forth in the preceding sentence. Employee's average annual compensation shall be based on the most recent five taxable years ending before the Change of Control (or the period during which Employee was employed by Employers and/or the Holding Company and if Employee has been employed by Employers and/or the Bank (substantially similar to the Release and Waiver attached hereto as Exhibit “A” and made a part of this Agreement) of all known or unknown claims or causes of action Executive has, had, or may have against Employers, their affiliates and all of the officers, employees, directors and agents of Employers and their affiliates, except that such release shall not apply to (i) any rights of Executive to indemnification under Employers’ Articles of Incorporation or By-Laws or written agreement or to directors’ and officers’ liability insurance coverage of Employers and its affiliates, (ii) any rights to the severance pay or benefits under this Agreement, (iii) any rights to vested tax-qualified retirement benefits, (iv) any Protected Rights, and (v) any rights to continued group health coverage under COBRA or applicable state law. The severance payments described in clause (i) above shall commence within the sixty (60)-day period described above following Executive’s termination of employment provided Executive has executed the release and the release has become irrevocable before then. If the sixty (60)-day period described in the immediately preceding sentence begins in one calendar year and ends in a later calendar year, the severance payments and reimbursements, if any, shall commence in the later calendar year even if Executive executes the release and it becomes irrevocable in the earlier calendar year. If Executive does not execute the release and the release does not become irrevocable before the sixtieth (60th) day after Executive’s termination of employment, Executive shall not receive the severance payment described in this Agreement paragraph 7(cHolding Company for less than five years).

Event of Termination in Connection With a Change of Control. If, during the term of Executive’s employment under this Agreement and within eighteen (18) months immediately following a Change of Control or within three (3) months immediately prior to such Change of Control, Executive’s employment with Employers under this Agreement is terminated by an Event of Termination (for clarity, termination other than for death, Disability, Cause or as provided in Agreement paragraph 7(b)), Employers shall pay to Executive, or in the event of his her subsequent death, to his her designated beneficiary or beneficiaries, or to his her estate, as the case may be, any accrued but unpaid Base Salary through the date of termination of Executive’s employment (payable in accordance with Employers’ normal payroll practices), and any unpaid Incentive Compensation for any prior period, pro rata and to the extent earned (payable on the schedule as described in Agreement paragraph 4(b) above). Any outstanding equity awards shall be subject to the terms and conditions of the applicable plan and applicable award agreement. In addition, and if Executive faithfully and fully abides by all of the covenants contained in Agreement paragraph 9 and the release requirements described herein, Employers shall pay to Executive (or in the event of his her death, to his her designated beneficiary or beneficiaries, or to his her estate, as the case may be) as liquidated damages, in lieu of all other claims, (i) a severance payment equal to 2.0 times the sum of Executive’s (A) Base Salary plus (B) target bonus under the STIP for the year of termination (that is, Target Bonus), with such severance payment to be paid in twelve (12) equal monthly installments (without interest) in accordance with Employers’ regular payroll practices commencing with the first normal payroll date that occurs on or after the sixtieth (60th) date of Executive’s termination of employment, as well as (ii) a pro rata Short-Term Incentive Compensation bonus and a pro rata Long-Term Incentive Compensation bonus (without interest), in each case, to the extent earned, for the performance period during which Executive’s termination of employment occurs, payable on March 1 of the year following the calendar year in which Executive’s termination of employment occurs (provided that in no event shall payments under this clause (ii) result in duplicate payments with respect to unpaid Incentive Compensation as described in the first sentence of this Agreement paragraph 7(c)). In addition, Employers shall continue to provide Executive and Executive’s dependents who are qualified beneficiaries with health insurance coverage as if he she were an active employee for a period not to exceed eighteen (18) months until the earlier of the end of the (18) month period following the date of said Event of Termination or the date on which Executive receives substantially comparable coverage and benefits under the group health plans of a subsequent employer. Executive shall pay the entire premium charged for such coverage based on the COBRA rate for the level of coverage elected. Employers shall reimburse Executive an amount equal to Employers’ portion of the health insurance premiums then paid for active employees for the level of coverage elected by Executive (subject to the provisions of Agreement paragraph 7(e) herein). In return for the severance payments and benefits described in this Agreement paragraph 7(c), Executive shall agree to execute a full release and waiver acceptable to the Holding Company and the Bank (substantially similar to the Release and Waiver attached hereto as Exhibit “A” and made a part of this Agreement) of all known or unknown claims or causes of action Executive has, had, or may have against Employers, their affiliates and all of the officers, employees, directors and agents of Employers and their affiliates, except that such release shall not apply to (i) any rights of Executive to indemnification under Employers’ Articles of Incorporation or By-Laws or written agreement or to directors’ and officers’ liability insurance coverage of Employers and its affiliates, (ii) any rights to the severance pay or benefits under this Agreement, (iii) any rights to vested tax-qualified retirement benefits, (iv) any Protected Rights, and (v) any rights to continued group health coverage under COBRA or applicable state law. The severance payments described in clause (i) above shall commence within the sixty (60)-day period described above following Executive’s termination of employment provided Executive has executed the release and the release has become irrevocable before then. If the sixty (60)-day period described in the immediately preceding sentence begins in one calendar year and ends in a later calendar year, the severance payments and reimbursements, if any, shall commence in the later calendar year even if Executive executes the release and it becomes irrevocable in the earlier calendar year. If Executive does not execute the release and the release does not become irrevocable before the sixtieth (60th) day after Executive’s termination of employment, Executive shall not receive the severance payment described in this Agreement paragraph 7(c).