Common use of Event of Termination Without Change of Control Clause in Contracts

Event of Termination Without Change of Control. Upon the occurrence of an Event of Termination, other than in connection with a Change of Control as provided in Agreement paragraph 7(c), the Company 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, as liquidated damages, in lieu of all other claims, a severance payment equal to Executive’s Total Compensation (defined in this Agreement as the sum of (i) any Incentive Compensation paid to Executive during the twelve (12) months preceding termination of employment under this Agreement plus (ii) the greater of one year of the then current Base Salary or the then current Base Salary which would have been payable over the remaining balance of the Initial Employment Term. Subject to the provisions in Agreement paragraph 7(e), the then current Base Salary component of said severance payment shall be paid in twelve (12) equal monthly installments beginning thirty (30) days following the Event of Termination and any Incentive Compensation component of such severance payment shall be paid in a lump sum on the first day of the seventh (7th) month following the Event of Termination. In addition, all outstanding options to purchase common stock of the Company or the Bank Holding Company, as applicable, granted under this Agreement shall become 100% vested in accordance with Agreement paragraph 4(d). In addition, during the period that Executive and his eligible dependents are entitled to continued health plan coverage under Section 4980B of the Code (“COBRA”), the Company shall reimburse Executive, on a monthly basis, the amount paid by Executive for the COBRA health plan coverage of Executive and his eligible dependents. If Executive’s right to COBRA health plan coverage ends before the second anniversary of the Event of Termination, then the Company shall make a cash payment to Executive, on a monthly basis, equal to the COBRA premium for the type and level of coverage provided to Executive and his eligible dependents immediately before the cessation of COBRA coverage. The monthly cash payment shall be payable during the period beginning with the month following the termination of Executive’s COBRA coverage and ending with the twenty-fourth (24th) month following the Event of Termination. The Company’s obligation to provide the severance payments, reimbursement of COBRA premiums and other payments described in this Agreement paragraph 7(b) is subject to the condition that Executive shall execute a full release and waiver (substantially similar to the Release and Waiver attached hereto as Exhibit “B” and made a part of this Agreement) of all known or unknown claims or causes of action Executive has, had, or may have against the Company, the Bank Holding Company, the Bank and their affiliates. The execution of the Release and Waiver is a precondition to the receipt of the severance payment described in this Agreement paragraph 7(b). The Release and Waiver shall be provided to the Executive on or before the Event of Termination and shall be executed and returned to the Company within twenty-five (25) days after the Release and Waiver is provided to the Executive.

Event of Termination Without Change of Control. Upon the occurrence of an Event of TerminationTermination (for clarity, termination other than for death, Disability or for Cause and other than in connection with a Change of Control as provided in Agreement paragraph 7(c)), the Company 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, 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 Executive’s Total Compensation (defined in this Agreement as 2.0 times the sum of Executive’s (iA) any Incentive Compensation paid to Executive during Base Salary and (B) target bonus under the twelve (12) months preceding termination of employment under this Agreement plus (ii) STIP for the greater of one year of termination (the then current Base Salary or the then current Base Salary which would have been payable over the remaining balance of the Initial Employment Term. Subject to the provisions in Agreement paragraph 7(e), the then current Base Salary component of said “Target Bonus”) with such severance payment shall to be paid in twelve (12) equal monthly installments beginning thirty (30without interest) days following the Event of Termination and any Incentive Compensation component of such severance payment shall be paid in a lump sum on the first day of the seventh (7th) month following the Event of Termination. In addition, all outstanding options to purchase common stock of the Company or the Bank Holding Company, as applicable, granted under this Agreement shall become 100% vested in accordance with Employers’ normal payroll practices commencing with the first normal payroll date that occurs on or after the sixtieth (60th) day of Executive’s termination of employment (such twelve (12)-month period commencing on the date of termination of employment, the “Severance Period”), 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 4(d7(b)). In addition, during the period that Employers shall continue to provide Executive and his eligible Executive’s dependents who are entitled qualified beneficiaries with health insurance coverage as if he were an active employee for a period not to continued health plan coverage under Section 4980B exceed eighteen (18) months until the earlier of the Code end of the eighteen (“COBRA”), 18) month period following the Company 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 reimburse Executive, pay the entire premium charged for such coverage based on a monthly basis, the amount paid by Executive COBRA rate for the COBRA health plan coverage of Executive and his eligible dependents. If Executive’s right to COBRA health plan coverage ends before the second anniversary of the Event of Termination, then the Company shall make a cash payment to Executive, on a monthly basis, equal to the COBRA premium for the type and level of coverage provided 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 and his eligible dependents immediately before (subject to the cessation provisions of COBRA coverageAgreement paragraph 7(e) herein). The monthly cash payment shall be payable during the period beginning with the month following the termination of Executive’s COBRA coverage and ending with the twenty-fourth (24th) month following the Event of Termination. The Company’s obligation to provide In return for the severance payments, reimbursement of COBRA premiums payments and other payments benefits described in this Agreement paragraph 7(b) is subject to the condition that ), 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 “BA” 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 Companyofficers, the Bank Holding Companyemployees, the Bank 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 Bylaws or a 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 execution of the Release severance payments and Waiver is a precondition reimbursements described in clause (i) above shall (to the receipt extent provided herein) 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 payment 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 payments and reimbursements described in this Agreement paragraph 7(b). The Release Executive acknowledges and Waiver agrees that if he is entitled to benefits under Agreement paragraph 7(b), he shall not be provided entitled to the Executive on or before the Event of Termination and benefits under Agreement paragraph 7(c), and, similarly, if he is entitled to benefits under Agreement paragraph 7(c), he shall not be executed and returned entitled to the Company within twenty-five (25) days after the Release and Waiver is provided to the Executivebenefits under Agreement paragraph 7(b).

Event of Termination Without Change of Control. Upon the occurrence of an Event of TerminationTermination (for clarity, termination other than for death, Disability or for Cause and other than in connection with a Change of Control as provided in Agreement paragraph 7(c)), the Company 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, 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 Executive’s Total Compensation (defined in this Agreement as 2.25 times the sum of Executive’s (iA) any Incentive Compensation paid to Executive during Base Salary and (B) target bonus under the twelve (12) months preceding termination of employment under this Agreement plus (ii) STIP for the greater of one year of termination (the then current Base Salary or the then current Base Salary which would have been payable over the remaining balance of the Initial Employment Term. Subject to the provisions in Agreement paragraph 7(e), the then current Base Salary component of said “Target Bonus”) with such severance payment shall to be paid in twelve (12) equal monthly installments beginning thirty (30without interest) days following the Event of Termination and any Incentive Compensation component of such severance payment shall be paid in a lump sum on the first day of the seventh (7th) month following the Event of Termination. In addition, all outstanding options to purchase common stock of the Company or the Bank Holding Company, as applicable, granted under this Agreement shall become 100% vested in accordance with Employers’ normal payroll practices commencing with the first normal payroll date that occurs on or after the sixtieth (60th) day of Executive’s termination of employment (such twelve (12)-month period commencing on the date of termination of employment, the “Severance Period”), 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 4(d7(b)). In addition, during the period that Employers shall continue to provide Executive and his eligible Executive’s dependents who are entitled qualified beneficiaries with health insurance coverage as if he were an active employee for a period not to continued health plan coverage under Section 4980B exceed eighteen (18) months until the earlier of the Code end of the eighteen (“COBRA”), 18) month period following the Company 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 reimburse Executive, pay the entire premium charged for such coverage based on a monthly basis, the amount paid by Executive COBRA rate for the COBRA health plan coverage of Executive and his eligible dependents. If Executive’s right to COBRA health plan coverage ends before the second anniversary of the Event of Termination, then the Company shall make a cash payment to Executive, on a monthly basis, equal to the COBRA premium for the type and level of coverage provided 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 and his eligible dependents immediately before (subject to the cessation provisions of COBRA coverageAgreement paragraph 7(e) herein). The monthly cash payment shall be payable during the period beginning with the month following the termination of Executive’s COBRA coverage and ending with the twenty-fourth (24th) month following the Event of Termination. The Company’s obligation to provide In return for the severance payments, reimbursement of COBRA premiums payments and other payments benefits described in this Agreement paragraph 7(b) is subject to the condition that ), 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 “BA” 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 Companyofficers, the Bank Holding Companyemployees, the Bank 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 Bylaws or a 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 execution of the Release severance payments and Waiver is a precondition reimbursements described in clause (i) above shall (to the receipt extent provided herein) 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 payment 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 payments and reimbursements described in this Agreement paragraph 7(b). The Release Executive acknowledges and Waiver agrees that if he is entitled to benefits under Agreement paragraph 7(b), he shall not be provided entitled to the Executive on or before the Event of Termination and benefits under Agreement paragraph 7(c), and, similarly, if he is entitled to benefits under Agreement paragraph 7(c), he shall not be executed and returned entitled to the Company within twenty-five (25) days after the Release and Waiver is provided to the Executivebenefits under Agreement paragraph 7(b).

Event of Termination Without Change of Control. Upon the occurrence of an Event of Termination, other than for Cause as provided in connection with paragraph 7(a) or after a Change of Control as provided in Agreement paragraph 7(c), and if Executive faithfully and fully abides by all of the Company covenants contained in Agreement paragraph 9, the 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, as liquidated damages, in lieu of all other claims, any accrued but unpaid Base Salary through the date of termination of Executive’s employment, any earned but unpaid cash bonuses for any prior period, and equity, including long term incentive performance plans, governed in accordance with the terms of the award agreement. In addition, Employers shall pay Executive a severance payment equal to Executive’s Total Compensation (defined in this Agreement as the sum of Base Salary plus Target Bonus with (i) any Incentive Compensation the then-current Base Salary Component of said Severance Payment to be paid to Executive during in equal monthly installments (each in the amount of the current annual Base Salary divided by 12) and in accordance with Employers’ regular payroll practices, for the greater of twelve (12) months preceding termination following the date of employment under this Agreement plus (ii) the greater said Event of one year of the then current Base Salary Termination or the then current Base Salary which would have been payable over the remaining balance of the Initial Employment Term. Subject to the provisions Term as defined in Agreement paragraph 7(e), the then current Base Salary 3(a) (“Severance Period”) and (ii) any Incentive Compensation component of said severance payment shall be paid in twelve (12) equal monthly installments beginning thirty (30) days following the Event of Termination and any Incentive Compensation component of such severance payment shall to be paid in a lump sum on the first day within thirty (30) days after expiration of the seventh (7th) month following the Event of TerminationSeverance Period. In addition, all outstanding options the Employers shall continue to purchase common stock provide Executive and Executive’s dependants who are qualified beneficiaries with health insurance coverage until the earlier of the Company expiration of the Severance Period or the Bank Holding Company, as applicable, granted date on which Executive receives substantially comparable coverage and benefits under this Agreement shall become 100% vested in accordance with Agreement paragraph 4(d)the group health plans of a subsequent employer. In addition, during the period that Executive and his eligible dependents are entitled to continued health plan coverage under Section 4980B of the Code (“COBRA”), the Company shall reimburse Executive, on a monthly basis, the amount paid by Executive return for the COBRA health plan coverage of Executive and his eligible dependents. If Executive’s right to COBRA health plan coverage ends before the second anniversary of the Event of Termination, then the Company shall make a cash severance payment to Executive, on a monthly basis, equal to the COBRA premium for the type and level of coverage provided to Executive and his eligible dependents immediately before the cessation of COBRA coverage. The monthly cash payment shall be payable during the period beginning with the month following the termination of Executive’s COBRA coverage and ending with the twenty-fourth (24th) month following the Event of Termination. The Company’s obligation to provide the severance payments, reimbursement of COBRA premiums and other payments described in this Agreement paragraph 7(b) is subject to the condition that ), Executive shall agree to execute a full release and waiver (substantially similar to the Release and Waiver attached hereto as Exhibit “B” and made a part of this Agreement) of all known or unknown claims or causes of action Executive has, had, or may have against the CompanyEmployers, except that such release shall not apply to (i) any rights of the Executive to indemnification under the Employers’ Certificate of Incorporation or By-Laws or written agreement or to directors’ and officers’ liability insurance coverage of the 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, and (iv) any rights to continued group health coverage under COBRA or applicable state law. The severance payments described in clause (i) above shall commence within 60 days following the Executive’s termination of employment provided the Executive has executed the release and the release has become irrevocable before then. If the 60-day period described in the immediately preceding sentence begins in one calendar year and ends in a later calendar year, the Bank Holding Companypayments shall commence in the later calendar year even if the Executive executes the release and it becomes irrevocable in the earlier calendar year. If the Executive does not execute the release and the release does not become irrevocable before the 60th day after the Executive’s termination of employment, the Bank and their affiliates. The execution of the Release and Waiver is a precondition to the receipt of Executive shall not receive the severance payment described in this Agreement paragraph 7(b). The Release and Waiver shall be provided to the Executive on or before the Event of Termination and shall be executed and returned to the Company within twenty-five (25) days after the Release and Waiver is provided to the Executive.

Event of Termination Without Change of Control. Upon the occurrence of an Event of Termination, other than in connection with a Change of Control as provided in Agreement paragraph 7(c), the Company Bank 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, as liquidated damages, in lieu of all other claims, a severance payment equal to twenty-five per cent (25%) of Executive’s Total Compensation (defined in this Agreement as the sum of (i) any Incentive Compensation paid to Executive during the twelve (12) months preceding termination of employment under this Agreement plus (ii) the greater of one year of the then current Base Salary or the then current Base Salary which would have been payable over the remaining balance of the Initial Employment Term). Subject to the provisions in Agreement paragraph 7(e), the then current Base Salary component of said severance payment shall be paid in twelve three (123) equal monthly installments beginning thirty (30) days following the Event of Termination and any Incentive Compensation component of such severance payment shall be paid in a lump sum on the first day of the seventh (7th) month following the Event of Termination. In addition, all outstanding options to purchase common stock of the Company or the Bank Holding Company, as applicable, granted under this Agreement shall become 100% vested in accordance with Agreement paragraph 4(d). In addition, during the period that Executive and his eligible dependents are entitled to continued health plan coverage under Section 4980B of the Code (“COBRA”), the Company Bank shall reimburse Executive, on a monthly basis, the amount paid by Executive for the COBRA health plan coverage of Executive and his eligible dependents. If Executive’s right to COBRA health plan coverage ends before the second anniversary of the Event of Termination, then the Company Bank shall make a cash payment to Executive, on a monthly basis, equal to the COBRA premium for the type and level of coverage provided to Executive and his eligible dependents immediately before the cessation of COBRA coverage. The monthly cash payment shall be payable during the period beginning with the month following the termination of Executive’s COBRA coverage and ending with the twenty-fourth (24th) month following the Event of Termination. The CompanyBank’s obligation to provide the severance payments, reimbursement of COBRA premiums and other payments described in this Agreement paragraph 7(b) is subject to the condition that Executive shall execute a full release and waiver (substantially similar to the Release and Waiver attached hereto as Exhibit “B” B and made a part of this Agreement) of all known or unknown claims or causes of action Executive has, had, or may have against the CompanyBank, the Bank Holding Company, the Bank Company and their respective affiliates. The execution of the Release and Waiver is a precondition to the receipt of the severance payment described in this Agreement paragraph 7(b). The Release and Waiver shall be provided to the Executive on or before the Event of Termination and shall be executed and returned to the Company Bank within twenty-five (25) days after the Release and Waiver is provided to the Executive.

Event of Termination Without Change of Control. Upon the occurrence of an Event of Termination, other than for Cause as provided in connection with paragraph 7(a) or after a Change of Control as provided in Agreement paragraph 7(c), and if Executive faithfully and fully abides by all of the Company covenants contained in Agreement paragraph 9, the 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, as liquidated damages, in lieu of all other claims, any accrued but unpaid Base Salary through the date of termination of Executive’s employment, any earned but unpaid cash bonuses for any prior period, and equity, including long term incentive performance plans, governed in accordance with the terms of the award agreement. In addition, Employers shall pay Executive a severance payment equal to Executive’s Total Compensation (defined in this Agreement as the sum of Base Salary plus Target Bonus with (i) any Incentive Compensation the then-current Base Salary Component of said Severance Payment to be paid to Executive during in equal monthly installments (each in the amount of the current annual Base Salary divided by 12) and in accordance with Employers’ regular payroll practices, for the greater of twelve (12) months preceding termination following the date of employment under this Agreement plus said Event of Termination or the balance of the Employment Term then in effect (“Severance Period”) and (ii) the greater of one year of the then current Base Salary or the then current Base Salary which would have been payable over the remaining balance of the Initial Employment Term. Subject to the provisions in Agreement paragraph 7(e), the then current Base Salary any Incentive Compensation component of said severance payment shall be paid in twelve (12) equal monthly installments beginning thirty (30) days following the Event of Termination and any Incentive Compensation component of such severance payment shall to be paid in a lump sum on the first day within thirty (30) days after expiration of the seventh (7th) month following the Event of TerminationSeverance Period. In addition, all outstanding options to purchase common stock of the Company or the Bank Holding Company, as applicable, granted under this Agreement shall become 100% vested in accordance with Agreement paragraph 4(d). In addition, during the period that Executive and his eligible dependents are entitled to continued health plan coverage under Section 4980B of the Code (“COBRA”), the Company Employers shall reimburse Executive, on a monthly basis, the an amount paid by Executive for the COBRA health plan coverage of Executive and his eligible dependents. If Executive’s right to COBRA health plan coverage ends before the second anniversary of the Event of Termination, then the Company shall make a cash payment to Executive, on a monthly basis, equal to the COBRA premium Employers’ portion of the health insurance premiums then paid for active employees for the type and level of coverage provided elected by the Executive pursuant to COBRA until the earlier of the expiration of the Severance Period or the date on which Executive and his eligible dependents immediately before the cessation of COBRA coverage. The monthly cash payment shall be payable during the period beginning with the month following the termination of Executive’s COBRA receives substantially comparable coverage and ending with benefits under the twenty-fourth (24th) month following the Event group health plans of Terminationa subsequent employer. The Company’s obligation to provide In return for the severance payments, reimbursement of COBRA premiums and other payments payment described in this Agreement paragraph 7(b) is subject to the condition that ), Executive shall agree to execute a full release and waiver (substantially similar to the Release and Waiver attached hereto as Exhibit “BA” and made a part of this Agreement) of all known or unknown claims or causes of action Executive has, had, or may have against the CompanyEmployers, except that such release shall not apply to (i) any rights of the Executive to indemnification under the Employers’ Certificate of Incorporation or By-Laws or written agreement or to directors’ and officers’ liability insurance coverage of the 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, and (iv) any rights to continued group health coverage under COBRA or applicable state law. The severance payments described in clause (i) above shall commence within 60 days following the Executive’s termination of employment provided the Executive has executed the release and the release has become irrevocable before then. If the 60-day period described in the immediately preceding sentence begins in one calendar year and ends in a later calendar year, the Bank Holding Companypayments shall commence in the later calendar year even if the Executive executes the release and it becomes irrevocable in the earlier calendar year. If the Executive does not execute the release and the release does not become irrevocable before the 60th day after the Executive’s termination of employment, the Bank and their affiliates. The execution of the Release and Waiver is a precondition to the receipt of Executive shall not receive the severance payment described in this Agreement paragraph 7(b). The Release and Waiver shall be provided to the Executive on or before the Event of Termination and shall be executed and returned to the Company within twenty-five (25) days after the Release and Waiver is provided to the Executive.

Event of Termination Without Change of Control. Upon the occurrence of an Event of TerminationTermination (for clarity, termination other than for death, Disability or for Cause and other than in connection with a Change of Control as provided in Agreement paragraph 7(c)), the Company 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, 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 her death, to her designated beneficiary or beneficiaries or to her estate, as the case may be) as liquidated damages, in lieu of all other claims, (i) a severance payment equal to Executive’s Total Compensation (defined in this Agreement as 2.0 times the sum of Executive’s (iA) any Incentive Compensation paid to Executive during Base Salary and (B) target bonus under the twelve (12) months preceding termination of employment under this Agreement plus (ii) STIP for the greater of one year of termination (the then current Base Salary or the then current Base Salary which would have been payable over the remaining balance of the Initial Employment Term. Subject to the provisions in Agreement paragraph 7(e), the then current Base Salary component of said “Target Bonus”) with such severance payment shall to be paid in twelve (12) equal monthly installments beginning thirty (30without interest) days following the Event of Termination and any Incentive Compensation component of such severance payment shall be paid in a lump sum on the first day of the seventh (7th) month following the Event of Termination. In addition, all outstanding options to purchase common stock of the Company or the Bank Holding Company, as applicable, granted under this Agreement shall become 100% vested in accordance with Employers’ normal payroll practices commencing with the first normal payroll date that occurs on or after the sixtieth (60th) day of Executive’s termination of employment (such twelve (12)-month period commencing on the date of termination of employment, the “Severance Period”), 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 4(d7(b)). In addition, during the period that Employers shall continue to provide Executive and his eligible Executive’s dependents who are entitled qualified beneficiaries with health insurance coverage as if she were an active employee for a period not to continued health plan coverage under Section 4980B exceed eighteen (18) months until the earlier of the Code end of the eighteen (“COBRA”), 18) month period following the Company 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 reimburse Executive, pay the entire premium charged for such coverage based on a monthly basis, the amount paid by Executive COBRA rate for the COBRA health plan coverage of Executive and his eligible dependents. If Executive’s right to COBRA health plan coverage ends before the second anniversary of the Event of Termination, then the Company shall make a cash payment to Executive, on a monthly basis, equal to the COBRA premium for the type and level of coverage provided 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 and his eligible dependents immediately before (subject to the cessation provisions of COBRA coverageAgreement paragraph 7(e) herein). The monthly cash payment shall be payable during the period beginning with the month following the termination of Executive’s COBRA coverage and ending with the twenty-fourth (24th) month following the Event of Termination. The Company’s obligation to provide In return for the severance payments, reimbursement of COBRA premiums payments and other payments benefits described in this Agreement paragraph 7(b) is subject to the condition that ), 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 “BA” 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 Companyofficers, the Bank Holding Companyemployees, the Bank 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 Bylaws or a 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 execution of the Release severance payments and Waiver is a precondition reimbursements described in clause (i) above shall (to the receipt extent provided herein) 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 payment 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 payments and reimbursements described in this Agreement paragraph 7(b). The Release Executive acknowledges and Waiver agrees that if she is entitled to benefits under Agreement paragraph 7(b), she shall not be provided entitled to the Executive on or before the Event of Termination and benefits under Agreement paragraph 7(c), and, similarly, if she is entitled to benefits under Agreement paragraph 7(c), she shall not be executed and returned entitled to the Company within twenty-five (25) days after the Release and Waiver is provided to the Executivebenefits under Agreement paragraph 7(b).

Event of Termination Without Change of Control. Upon the occurrence of an Event of Termination, other than in connection with a Change of Control as provided in Agreement paragraph 7(c), the Company Bank 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, as liquidated damages, in lieu of all other claims, a severance payment equal to Executive’s Total Compensation (defined in this Agreement as the sum of (i) any Incentive Compensation paid to Executive during the twelve (12) months preceding termination of employment under this Agreement plus (ii) the greater of one year of the then current Base Salary or the then current Base Salary which would have been payable over the remaining balance of the Initial Employment Term). Subject to the provisions in Agreement paragraph 7(e), the then current Base Salary component of said severance payment shall be paid in twelve (12) equal monthly installments beginning thirty (30) days following the Event of Termination and any Incentive Compensation component of such severance payment shall be paid in a lump sum on the first day of the seventh (7th7 th) month following the Event of Termination. In addition, all outstanding options to purchase Bank Holding Company common stock of the Company or the Bank Holding Company, as applicable, granted under this Agreement shall become 100% vested in accordance with Agreement paragraph 4(d). In addition, during the period that Executive and his eligible dependents are entitled to continued health plan coverage under Section 4980B of the Code (“COBRA”), the Company Bank shall reimburse Executive, on a monthly basis, the amount paid by Executive for the COBRA health plan coverage of Executive and his eligible dependents. If Executive’s right to COBRA health plan coverage ends before the second anniversary of the Event of Termination, then the Company Bank shall make a cash payment to Executive, on a monthly basis, equal to the COBRA premium for the type and level of coverage provided to Executive and his eligible dependents immediately before the cessation of COBRA coverage. The monthly cash payment shall be payable during the period beginning with the month following the termination of Executive’s COBRA coverage and ending with the twenty-fourth (24th) month following the Event of Termination. The CompanyBank’s obligation to provide the severance payments, reimbursement of COBRA premiums and other payments described in this Agreement paragraph 7(b) is subject to the condition that Executive shall execute a full release and waiver (substantially similar to the Release and Waiver attached hereto as Exhibit “B” B and made a part of this Agreement) of all known or unknown claims or causes of action Executive has, had, or may have against the CompanyBank, the Bank Holding Company, the Bank Company and their respective affiliates. The execution of the Release and Waiver is a precondition to the receipt of the severance payment described in this Agreement paragraph 7(b). The Release and Waiver shall be provided to the Executive on or before the Event of Termination and shall be executed and returned to the Company Bank within twenty-five (25) days after the Release and Waiver is provided to the Executive.