Common use of Merger or Acquisition Without a Change of Control Clause in Contracts

Merger or Acquisition Without a Change of Control. In the event of a merger or acquisition involving Bancorp that falls short of the numerical thresholds for a “change of control” set forth in Section 8.01, Employee shall be credited with a payment in consideration of Employee’s assistance, support and cooperation in the merger or acquisition and the retention and preservation of Bank and Bancorp goodwill equal to 0.25% of the Target Company Shareholder Value, subject to a minimum of $125,000, which payment shall be made by the Bank or Bancorp immediately prior to closing of the merger or acquisition in the form of a contribution to the Non-Qualified Executive Retirement Plan – Equity Component. PART IX

Merger or Acquisition Without a Change of Control. In the event of a merger or acquisition involving Bancorp that falls short of the numerical thresholds for a “change of control” set forth in Section 8.01, Employee shall be credited with a payment in consideration of Employee’s assistance, support and cooperation in the merger or acquisition and the retention and preservation of Bank and Bancorp goodwill equal to 0.250.5% of the Target Company Shareholder Value, subject to a minimum of $125,000250,000, which payment shall be made by the Bank or Bancorp immediately prior to closing of the merger or acquisition in the form of a contribution to the Non-Qualified Executive Retirement Plan – Equity Component. PART IX.

Merger or Acquisition Without a Change of Control. In the event of a merger or acquisition involving Bancorp that falls short of the numerical thresholds for a “change of control” set forth in Section 8.017.05, Employee shall be credited with a payment in consideration of Employee’s assistance, support and cooperation in the merger or acquisition and the retention and preservation of Bank and Bancorp goodwill equal to 0.25% of the Target Company Shareholder Value, subject to a minimum of $125,000, which payment shall be made by the Bank or Bancorp immediately prior to closing of the merger or acquisition in the form of a contribution to the Non-Qualified Executive Retirement Plan – Equity Component. PART IX.

Merger or Acquisition Without a Change of Control. In the event of a merger or acquisition involving Bancorp that falls short of the numerical thresholds for a “change of control” set forth in Section 8.017.05, Employee shall be credited with a payment in consideration of Employee’s assistance, support and cooperation in the merger or acquisition and the retention and preservation of Bank and Bancorp goodwill equal to 0.25% of the Target Company Shareholder Value, subject to a minimum of $125,000, which payment shall be made by the Bank or Bancorp immediately prior to closing of the merger or acquisition in the form of a contribution to the Non-Qualified Executive Retirement Plan – Equity Component. PART IXVIII