Common use of Payment Upon Termination Without Cause or for Good Reason After a Change in Control Clause in Contracts

Payment Upon Termination Without Cause or for Good Reason After a Change in Control. Anything in this Agreement to the contrary notwithstanding, if the Bank terminates Executive’s employment without Cause within two (2) years after a Change in Control or if Executive terminates his employment for Good Reason within two (2) years after a Change in Control, Executive shall be deemed to have completed five (5) years of Service as of his Separation from Service for purposes of determining his entitlement to the Retirement Benefit provided in Section 1.A. and payment shall commence to be made on the first day of the month immediately following Executive’s Separation from Service regardless of whether he shall have attained age sixty (60), subject, however, to a six (6)- month delay in payment under Section 409A of the Code as described in Section 2 if Executive is a Specified Employee on the date of his Separation from Service.