Common use of In Connection With a Change in Control Clause in Contracts

In Connection With a Change in Control. If, during the term of Executive’s employment under this Agreement and within twelve (12) months immediately following a Change of Control or within six (6) months immediately prior to such Change of Control, Executive’s employment with the Employer under this Agreement is terminated without Cause or for Good Reason, then the Employer 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, in lieu of all claims under Section 5(d) of this Agreement, a severance payment in an amount equal to 200% of the sum of: i) his current rate of annual Base Salary in effect immediately preceding such termination and ii) the average of his last two years’ annual bonus(es) earned, if any, provided that such amount shall be paid in a single lump sum cash payment on the date described in Section 5(i) below and provided further that, for terminations under this Section 5(f) that occur before January 1, 2018, for any calendar year in which an annual bonus is not earnable under Section 3(e) above, the annual bonus amount used to determine the average will be equal to [30%] of the Executive’s highest Base Salary payable during the applicable prior year. The Executive also shall be entitled to the continued participation in benefits plan(s) as set out in Subsection 5(d)(1)(ii) of this Agreement, with “24” substituted for “12”. In addition, all unvested outstanding equity based awards held by the Executive on the date of the Executive’s termination of employment under this Section 5(f) shall vest. Any accrued but unused paid-time off, bonuses or short-term incentive compensation and vested benefits shall be paid as described in Section 5(b) of this Agreement. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred on the earliest of the following dates: (i) The date any entity or person shall have become the beneficial owner of, or shall have obtained voting control over, 50% or more of the outstanding common stock of HoldCo; (ii) The date HoldCo completes (x) a merger or consolidation of HoldCo with or into another corporation or other business entity (each, a “corporation”), regardless of whether HoldCo is the continuing or surviving corporation or pursuant to which any shares of common stock of HoldCo would be converted into cash, securities or other property of another corporation, other than a merger or consolidation of HoldCo in which the holders of the common stock of HoldCo immediately prior to the merger or consolidation continue to own immediately after the merger or consolidation at least 50% of the common stock of HoldCo, or if HoldCo is not the surviving corporation, the common stock (or other voting securities) of the surviving corporation; or (y) a sale or other disposition of all or substantially all of the assets of HoldCo; or (iii) The date that Continuing Directors cease for any reason to constitute a majority of the board of directors of HoldCo. (The term “Continuing Director” means any member of the board of directors of HoldCo, while a member of such board and (a) who was a member of such board on the Effective Date or (b) whose nomination for, or election to, such HoldCo Board was recommended or approved by at least two-thirds of the members of such HoldCo Board who are then Continuing Directors; provided, however, that no member of such HoldCo Board whose initial assumption of office is in connection with an actual or threatened contest relating to the election of directors shall be deemed a Continuing Director.) For the purposes of this Subsection, the term “person” shall mean any individual, corporation, partnership, group, association or other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, other than HoldCo, the Bank or any other subsidiary of HoldCo or any employee benefit plan(s) sponsored or maintained by HoldCo or any subsidiary thereof, and the term “beneficial owner” shall have the meaning given the term in Rule 13d-3 under the Exchange Act.)

In Connection With a Change in Control. If, during the term of Executive’s employment under this Agreement and within twelve (12) months immediately following a Change of Control or within six (6) months immediately prior to such Change of Control, Executive’s employment with the Employer under this Agreement is terminated without Cause or for Good Reason, then the Employer 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, in lieu of all other claims under Section 5(d) of this Agreement, a severance payment in an amount equal to 200% of the sum of: i) his her current rate of annual Base Salary in effect immediately preceding such termination and ii) the average of his her last two years’ annual bonus(es) earned, if any, provided that such amount shall be paid in a single lump sum cash payment on the date described in Section 5(i) below and provided further that, for terminations under this Section 5(f) that occur before January 1, 2018, for any calendar year in which an annual bonus is not earnable under Section 3(e) above, the annual bonus amount used to determine the average will be equal to [30%] of the Executive’s highest Base Salary payable during the applicable prior yearbelow. The Executive also shall be entitled to the continued participation in benefits plan(s) as set out in Subsection 5(d)(1)(ii) of this Agreement, with “24” substituted for “12”above. In addition, all unvested outstanding equity based awards award held by the Executive on the date of the Executive’s termination of employment under this Section 5(f) shall vest. Any accrued but unused paid-paid time off, bonuses or short-short term incentive compensation and vested benefits shall be paid as described in Section 5(b5 (b) of this Agreement. For purposes of this Agreement, a “Change in Control” Control shall be deemed to have occurred on the earliest of the following dates: (i) The date any entity or person shall have become the beneficial owner of, or shall have obtained voting control over, 50% or more of the outstanding common stock of HoldCo; (ii) The date HoldCo completes (x) a merger or consolidation of HoldCo with or into another corporation or other business entity (each, a “corporation”), regardless of whether HoldCo is the continuing or surviving corporation or pursuant to which any shares of common stock of HoldCo would be converted into cash, securities or other property of another corporation, other than a merger or consolidation of HoldCo in which the holders of the common stock of HoldCo immediately prior to the merger or consolidation continue to own immediately after the merger or consolidation at least 50% of the common stock of HoldCo, or if HoldCo is not the surviving corporation, the common stock (or other voting securities) of the surviving corporation; or (y) a sale or other disposition of all or substantially all of the assets of HoldCo; or (iii) The date that Continuing Directors cease for any reason to constitute a majority of the board of directors of HoldCo. (The term “Continuing Director” means any member of the board of directors of HoldCo, while a member of such board and (a) who was a member of such board on the Effective Date or (b) whose nomination for, or election to, such HoldCo Board was recommended or approved by at least two-thirds of the members of such HoldCo Board who are then Continuing Directors; provided, however, that no member of such HoldCo Board whose initial assumption of office is in connection with an actual or threatened contest relating to the election of directors shall be deemed a Continuing Director.) ). For the purposes of this Subsection, the term “person” shall mean any individual, corporation, partnership, group, association or other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, other than HoldCo, the Bank Xenith or any other subsidiary of HoldCo or any employee benefit plan(s) sponsored or maintained by HoldCo or any subsidiary thereof, and the term “beneficial owner” shall have the meaning given the term in Rule 13d-3 under the Exchange Act.)

In Connection With a Change in Control. If, during the term of Executive’s employment under this Agreement and within twelve (12) months immediately following a Change of Control or within six (6) months immediately prior to such Change of Control, Executive’s employment with the Employer under this Agreement is terminated without Cause or for Good Reason, then the Employer 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, in lieu of all other claims under Section 5(d) of this Agreement, a severance payment in an amount equal to 200% of the sum of: i) his current rate of annual Base Salary in effect immediately preceding such termination and ii) the average of his last two years’ annual bonus(es) earned, if any, provided that such amount shall be paid in a single lump sum cash payment on the date described in Section 5(i) below and provided further that, for terminations under this Section 5(f) that occur before January 1, 2018, for any calendar year in which an annual bonus is not earnable under Section 3(e) above, the annual bonus amount used to determine the average will be equal to [30%] of the Executive’s highest Base Salary payable during the applicable prior yearbelow. The Executive also shall be entitled to the continued participation in benefits plan(s) as set out in Subsection 5(d)(1)(ii) of this Agreement, with “24” substituted for “12”above. In addition, all unvested outstanding equity based awards award held by the Executive on the date of the Executiveexecutive’s termination of employment under this Section 5(f) shall vest. Any accrued but unused paid-paid time off, bonuses or short-short term incentive compensation and vested benefits shall be paid as described in Section 5(b5 (b) of this Agreement. For purposes of this Agreement, a “Change in Control” Control shall be deemed to have occurred on the earliest of the following dates: (i) The date any entity or person shall have become the beneficial owner of, or shall have obtained voting control over, 50% or more of the outstanding common stock of HoldCo; (ii) The date HoldCo completes (x) a merger or consolidation of HoldCo with or into another corporation or other business entity (each, a “corporation”), regardless of whether HoldCo is the continuing or surviving corporation or pursuant to which any shares of common stock of HoldCo would be converted into cash, securities or other property of another corporation, other than a merger or consolidation of HoldCo in which the holders of the common stock of HoldCo immediately prior to the merger or consolidation continue to own immediately after the merger or consolidation at least 50% of the common stock of HoldCo, or if HoldCo is not the surviving corporation, the common stock (or other voting securities) of the surviving corporation; or (y) a sale or other disposition of all or substantially all of the assets of HoldCo; or (iii) The date that Continuing Directors cease for any reason to constitute a majority of the board of directors of HoldCo. (The term “Continuing Director” means any member of the board of directors of HoldCo, while a member of such board and (a) who was a member of such board on the Effective Date or (b) whose nomination for, or election to, such HoldCo Board was recommended or approved by at least two-thirds of the members of such HoldCo Board who are then Continuing Directors; provided, however, that no member of such HoldCo Board whose initial assumption of office is in connection with an actual or threatened contest relating to the election of directors shall be deemed a Continuing Director.) ). For the purposes of this Subsection, the term “person” shall mean any individual, corporation, partnership, group, association or other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, other than HoldCo, the Bank Xenith or any other subsidiary of HoldCo or any employee benefit plan(s) sponsored or maintained by HoldCo or any subsidiary thereof, and the term “beneficial owner” shall have the meaning given the term in Rule 13d-3 under the Exchange Act.)

In Connection With a Change in Control. If, during the term of Executive’s employment under this Agreement and within twelve (12) months immediately following a Change of Control or within six (6) months immediately prior to such Change of Control, Executive’s employment with the Employer under this Agreement is terminated without Cause or for Good Reason, then the Employer 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, in lieu of all claims under Section 5(d) of this Agreement, a severance payment in an amount equal to 200% of 2.99 times the sum of: i) his current rate of annual Base Salary in effect immediately preceding such termination and ii) the average of his last two years’ annual bonus(es) earned, if any, provided that such amount shall be paid in a single lump sum cash payment on the date described in Section 5(i) below and provided further that, for terminations under this Section 5(f) that occur before January 1, 2018, for any calendar year in which an annual bonus is not earnable under Section 3(e) above, the annual bonus amount used to determine the average will be equal to [3040%] of the Executive’s highest Base Salary payable during the applicable prior year. The Executive also shall be entitled to the continued participation in benefits plan(s) as set out in Subsection 5(d)(1)(ii) of this Agreement, with “2436” substituted for “1224”. In addition, all unvested outstanding equity based awards held by the Executive on the date of the Executive’s termination of employment under this Section 5(f) shall vest. Any accrued but unused paid-time off, bonuses or short-term incentive compensation and vested benefits shall be paid as described in Section 5(b) of this Agreement. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred on the earliest of the following dates: (i) The date any entity or person shall have become the beneficial owner of, or shall have obtained voting control over, 50% or more of the outstanding common stock of HoldCo; (ii) The date HoldCo completes (x) a merger or consolidation of HoldCo with or into another corporation or other business entity (each, a “corporation”), regardless of whether HoldCo is the continuing or surviving corporation or pursuant to which any shares of common stock of HoldCo would be converted into cash, securities or other property of another corporation, other than a merger or consolidation of HoldCo in which the holders of the common stock of HoldCo immediately prior to the merger or consolidation continue to own immediately after the merger or consolidation at least 50% of the common stock of HoldCo, or if HoldCo is not the surviving corporation, the common stock (or other voting securities) of the surviving corporation; or (y) a sale or other disposition of all or substantially all of the assets of HoldCo; or (iii) The date that Continuing Directors cease for any reason to constitute a majority of the board of directors of HoldCo. (The term “Continuing Director” means any member of the board of directors of HoldCo, while a member of such board and (a) who was a member of such board on the Effective Date or (b) whose nomination for, or election to, such HoldCo Board was recommended or approved by at least two-thirds of the members of such HoldCo Board who are then Continuing Directors; provided, however, that no member of such HoldCo Board whose initial assumption of office is in connection with an actual or threatened contest relating to the election of directors shall be deemed a Continuing Director.) For the purposes of this Subsection, the term “person” shall mean any individual, corporation, partnership, group, association or other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, other than HoldCo, the Bank or any other subsidiary of HoldCo or any employee benefit plan(s) sponsored or maintained by HoldCo or any subsidiary thereof, and the term “beneficial owner” shall have the meaning given the term in Rule 13d-3 under the Exchange Act.)

In Connection With a Change in Control. If, If the Qualifying Termination occurs either (A) within three months prior to the effective date of a Change in Control but during the term of Executive’s employment under this Agreement and “Pre-Closing Period” (as defined below) (a “Qualifying Pre-Closing Termination”), or (B) on the date of, or within twelve (12) months immediately following after, the effective date of a Change in Control (in either case, together with a Qualifying Pre-Closing Termination, a “CIC Qualifying Termination”), the Executive shall be entitled to the same payments and benefits set forth under Section 5(b)(i) above, except that (1) the Severance Period for purposes of Control or within six Sections 5(b)(i)(1) and 5(b)(i)(4) shall extend for twelve (612) months immediately prior instead of nine (9) months and (2) in lieu of the Annual Bonus set forth in Section 5(b)(i)(2), the Executive shall receive the Target Annual Bonus for the year in which the Executive’s Qualifying Termination occurs, pro-rated to such Change of Control, reflect the Executive’s employment with the Employer under this Agreement is terminated without Cause or for Good ReasonCompany through the date of termination, then the Employer 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, in lieu of all claims under Section 5(d) of this Agreement, a severance payment in an amount equal to 200% of the sum of: i) his current rate of annual Base Salary in effect immediately preceding such termination and ii) the average of his last two years’ annual bonus(es) earned, if any, provided that such amount which shall be paid in a single lump sum cash payment on the date described in Section 5(i) below and provided further that, for terminations under this Section 5(f) that occur before January 1, 2018, for any calendar year in which an annual bonus is not earnable under Section 3(e) above, the annual bonus amount used payable to determine the average will be equal to [30%] of the Executive’s highest Base Salary payable during the applicable prior year. The Executive also shall be entitled to the continued participation in benefits plan(s) as set out in Subsection 5(d)(1)(ii) of this Agreement, with “24” substituted for “12”. In addition, all unvested outstanding equity based awards held by the Executive on the date sixtieth (60th) day following the Executive’s termination date, provided that if the Change in Control occurs after a Qualifying Termination under Section 5(b)(i) above, but prior to payment of the Annual Bonus for the year in which the Executive’s termination of employment under occurs, the pro-rated Target Annual Bonus described in this Section 5(fsubsection (ii) shall vest. Any accrued but unused paid-time off, bonuses or short-term incentive compensation and vested benefits shall be paid as on the sixtieth (60th) day following the Change in Control. For the avoidance of doubt, if a Change in Control occurs after a Qualifying Termination under Section 5(b)(i) above, and after payment of the pro-rated Annual Bonus described in Section 5(b) of 5(b)(i)(2), the Executive shall not be eligible to receive any additional payments for any Annual Bonus, including the Target Annual Bonus described in this Agreement. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred on the earliest of the following dates: (i) The date any entity or person shall have become the beneficial owner of, or shall have obtained voting control over, 50% or more of the outstanding common stock of HoldCo; subsection (ii) The date HoldCo completes (x) a merger or consolidation of HoldCo with or into another corporation or other business entity (each, a “corporation”), regardless of whether HoldCo is the continuing or surviving corporation or pursuant to which any shares of common stock of HoldCo would be converted into cash, securities or other property of another corporation, other than a merger or consolidation of HoldCo in which the holders of the common stock of HoldCo immediately prior to the merger or consolidation continue to own immediately after the merger or consolidation at least 50% of the common stock of HoldCo, or if HoldCo is not the surviving corporation, the common stock (or other voting securities) of the surviving corporation; or (y) a sale or other disposition of all or substantially all of the assets of HoldCo; or (iii) The date that Continuing Directors cease for any reason to constitute a majority of the board of directors of HoldCo. (The term “Continuing Director” means any member of the board of directors of HoldCo, while a member of such board and (a) who was a member of such board on the Effective Date or (b) whose nomination for, or election to, such HoldCo Board was recommended or approved by at least two-thirds of the members of such HoldCo Board who are then Continuing Directors; provided, however, that no member of such HoldCo Board whose initial assumption of office is in connection with an actual or threatened contest relating to the election of directors shall be deemed a Continuing Director.) For the purposes of this Subsection, the term “person” shall mean any individual, corporation, partnership, group, association or other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, other than HoldCo, the Bank or any other subsidiary of HoldCo or any employee benefit plan(s) sponsored or maintained by HoldCo or any subsidiary thereof, and the term “beneficial owner” shall have the meaning given the term in Rule 13d-3 under the Exchange Act.)Confidential - Xxxxxxx