Common use of PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION Clause in Contracts

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company or the Bank upon any (A) material change in Executive’s function, duties, or responsibilities with the Holding Company or the Bank, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scope, (B) relocation of Executive’s principal place of employment by more than 25 miles from the Holding Company’s offices, (C) material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement, (D) liquidation or dissolution of the Holding Company or the Bank, or (E) material breach of this Agreement by the Holding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), or (E) above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) failure to reappoint Executive as President and Chief Executive Officer, (B) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scope, (B) relocation of Executive’s principal place of employment by more than 25 miles scope from the Holding Company’s officesposition and attributes thereof described in Section 1 of this Agreement, (C) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (D) liquidation or dissolution of the Holding Company or the Bank, or (E) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), ) or (E) ), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company or the Bank upon any (A) material change in Executive’s function, duties, or responsibilities with the Holding Company or the Bank, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scope, (B) relocation of Executive’s principal place of employment by more than 25 miles from the Holding Company’s offices, (C) material reduction in the benefits and perquisites to Executive from those being provided as of the effective date of this Agreement, (D) liquidation or dissolution of the Holding Company or the Bank, or (E) material breach of this Agreement by the Holding Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), or (E) above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) notice to Executive of non-renewal of the term of this Agreement, (B) failure to reappoint Executive as Executive Vice President and Chief Credit Officer, (C) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scopescope from the position and attributes thereof described in Section 1 of this Agreement, (B) relocation of Executive’s principal place of employment by more than 25 miles from the Holding Company’s offices, (CD) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (DE) liquidation or dissolution of the Holding Company or the Bank, or (EF) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), or ) (E) or (F), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section Paragraph 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in Section governed by Paragraph 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) notice to Executive of non-renewal of the term of this Agreement (B) failure to reappoint Executive as and , (C) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scopescope from the position and attributes thereof described in Paragraph 1 of this Agreement, (B) relocation of Executive’s principal place of employment by more than 25 miles from the Holding Company’s offices, (CD) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (DE) liquidation or dissolution of the Holding Company or the Bank, or (EF) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (DE) or (F), or (E) above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) notice to Executive of non-renewal of the term of this Agreement (B) failure to reappoint Executive as President and Chief Executive Officer, (C) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scopescope from the position and attributes thereof described in Section 1 of this Agreement, (B) relocation of Executive’s principal place of employment by more than 25 miles from the Holding Company’s offices, (CD) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (DE) liquidation or dissolution of the Holding Company or the Bank, or (EF) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (DE) or (F), or (E) above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) failure to reappoint Executive as Executive Vice President and Chief Payments Officer, (B) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scope, (B) relocation of Executive’s principal place of employment by more than 25 miles scope from the Holding Company’s officesposition and attributes thereof described in Section 1 of this Agreement, (C) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (D) liquidation or dissolution of the Holding Company or the Bank, or (E) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), ) or (E) ), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) notice to Executive of non-renewal of the term of this Agreement (B) failure to reappoint Executive as Executive Vice President and Chief Financial Officer, (C) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scopescope from the position and attributes thereof described in Section 1 of this Agreement, (B) relocation of Executive’s principal place of employment by more than 25 miles from the Holding Company’s offices, (CD) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (DE) liquidation or dissolution of the Holding Company or the Bank, or (EF) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (DE) or (F), or (E) above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) notice to Executive of non-renewal of the term of this Agreement (B) failure to reappoint Executive as Executive Vice President and Chief Payments Officer, (C) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scopescope from the position and attributes thereof described in Section 1 of this Agreement, (B) relocation of Executive’s principal place of employment by more than 25 miles from the Holding Company’s offices, (CD) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (DE) liquidation or dissolution of the Holding Company or the Bank, or (EF) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), or (E) or (F), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) failure to reappoint Executive as Executive Vice President, Chief Financial Officer (B) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scope, (B) relocation of Executive’s principal place of employment by more than 25 miles scope from the Holding Company’s officesposition and attributes thereof described in Section 1 of this Agreement, (C) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (D) liquidation or dissolution of the Holding Company or the Bank, or (E) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), ) or (E) ), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) failure to reappoint Executive as Executive Vice President and Chief Operating Officer, (B) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scope, (B) relocation of Executive’s principal place of employment by more than 25 miles scope from the Holding Company’s officesposition and attributes thereof described in Section 1 of this Agreement, (C) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (D) liquidation or dissolution of the Holding Company or the Bank, or (E) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), ) or (E) ), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) notice to Executive of non-renewal of the term of this Agreement, (B) failure to reappoint Executive as Executive Vice President and Chief Administration Officer, (C) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scopescope from the position and attributes thereof described in Section 1 of this Agreement, (B) relocation of Executive’s principal place of employment by more than 25 miles from the Holding Company’s offices, (CD) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (DE) liquidation or dissolution of the Holding Company or the Bank, or (EF) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), or ) (E) or (F), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) notice to Executive of non-renewal of the term of this Agreement (B) failure to reappoint Executive as President and Chief Executive Officer, (C) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scopescope from the position and attributes thereof described in Section 1 of this Agreement, (B) relocation of Executive’s principal place of employment by more than 25 miles from the Holding Company’s offices, (CD) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (DE) liquidation or dissolution of the Holding Company or the Bank, or (EF) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), or (E) or (F), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) failure to reappoint Executive as Executive Vice President and Chief Lending Officer, (B) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scope, (B) relocation of Executive’s principal place of employment by more than 25 miles scope from the Holding Company’s officesposition and attributes thereof described in Section 1 of this Agreement, (C) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (D) liquidation or dissolution of the Holding Company or the Bank, or (E) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), ) or (E) ), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) failure to reappoint Executive as President and Chief Executive Officer, (B) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scope, (B) relocation of Executive’s principal place of employment by more than 25 miles scope from the Holding Company’s officesposition and attributes thereof described in Section 1 of this Agreement, (C) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (D) liquidation or dissolution of the Holding Company or the Bank, or (E) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), ) or (E) ), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) failure to reappoint Executive as Executive Vice President and Chief Operating Officer, (B) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scope, (B) relocation of Executive’s principal place of employment by more than 25 miles scope from the Holding Company’s officesposition and attributes thereof described in Section 1 of this Agreement, (C) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (D) liquidation or dissolution of the Holding Company or the Bank, or (E) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), ) or (E) ), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) notice to Executive of non-renewal of the term of this Agreement (B) failure to reappoint Executive as Executive Vice President and Chief Credit Officer, (C) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scopescope from the position and attributes thereof described in Section 1 of this Agreement, (B) relocation of Executive’s principal place of employment by more than 25 miles from the Holding Company’s offices, (CD) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (DE) liquidation or dissolution of the Holding Company or the Bank, or (EF) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), or (E) or (F), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) failure to reappoint Executive as Executive Vice President and Chief Financial Officer, (B) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scope, (B) relocation of Executive’s principal place of employment by more than 25 miles scope from the Holding Company’s officesposition and attributes thereof described in Section 1 of this Agreement, (C) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (D) liquidation or dissolution of the Holding Company or the Bank, or (E) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), ) or (E) ), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) failure to reappoint Executive as Executive Vice President, Chief Operating Officer (B) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scope, (B) relocation of Executive’s principal place of employment by more than 25 miles scope from the Holding Company’s officesposition and attributes thereof described in Section 1 of this Agreement, (C) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (D) liquidation or dissolution of the Holding Company or the Bank, or (E) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), ) or (E) ), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) failure to reappoint Executive as Executive Vice President and Chief Financial Officer, (B) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scope, (B) relocation of Executive’s principal place of employment by more than 25 miles scope from the Holding Company’s officesposition and attributes thereof described in Section 1 of this Agreement, (C) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (D) liquidation or dissolution of the Holding Company or the Bank, or (E) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), ) or (E) ), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) notice to Executive of non-renewal of the term of this Agreement (B) failure to reappoint Executive as Executive Vice President and Senior Lending Officer, (C) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scopescope from the position and attributes thereof described in Section 1 of this Agreement, (B) relocation of Executive’s principal place of employment by more than 25 miles from the Holding Company’s offices, (CD) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (DE) liquidation or dissolution of the Holding Company or the Bank, or (EF) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (DE) or (F), or (E) above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) failure to reappoint Executive as President and Chief Lending Officer, (B) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scope, (B) relocation of Executive’s principal place of employment by more than 25 miles scope from the Holding Company’s officesposition and attributes thereof described in Section 1 of this Agreement, (C) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (D) liquidation or dissolution of the Holding Company or the Bank, or (E) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), ) or (E) ), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) notice to Executive of non-renewal of the term of this Agreement (B) failure to reappoint Executive as Executive Vice President and Chief Operations Officer, (C) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scopescope from the position and attributes thereof described in Section 1 of this Agreement, (B) relocation of Executive’s principal place of employment by more than 25 miles from the Holding Company’s offices, (CD) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (DE) liquidation or dissolution of the Holding Company or the Bank, or (EF) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), or (E) or (F), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) failure to reappoint Executive as Executive Vice President and Chief Payments Officer, (B) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scope, (B) relocation of Executive’s principal place of employment by more than 25 miles scope from the Holding Company’s officesposition and attributes thereof described in Section 1 of this Agreement, (C) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (D) liquidation or dissolution of the Holding Company or the Bank, or (E) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), ) or (E) ), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section Paragraph 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in Section governed by Paragraph 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) notice to Executive of non-renewal of the term of this Agreement, (B) failure to reappoint Executive as and , (C) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scopescope from the position and attributes thereof described in Paragraph 1 of this Agreement, (B) relocation of Executive’s principal place of employment by more than 25 miles from the Holding Company’s offices, (CD) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (DE) liquidation or dissolution of the Holding Company or the Bank, or (EF) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), or ) (E) or (F), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) notice to Executive of non-renewal of the term of this Agreement (B) failure to reappoint Executive as Executive Vice President and Chief Financial Officer, (C) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scopescope from the position and attributes thereof described in Section 1 of this Agreement, (B) relocation of Executive’s principal place of employment by more than 25 miles from the Holding Company’s offices, (CD) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (DE) liquidation or dissolution of the Holding Company or the Bank, or (EF) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), or (E) or (F), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) notice to Executive of non-renewal of the term of this Agreement, (B) failure to reappoint Executive as Executive President and Chief Lending Officer, (C) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scopescope from the position and attributes thereof described in Section 1 of this Agreement, (B) relocation of Executive’s principal place of employment by more than 25 miles from the Holding Company’s offices, (CD) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (DE) liquidation or dissolution of the Holding Company or the Bank, or (EF) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), or ) (E) or (F), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.

PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during Executive’s term of employment under this Agreement, the provisions of this Section 4 shall apply. Unless Executive otherwise agrees, as used in this Agreement, an “Event of Termination” shall mean and include any one or more of the following: (i) the termination by the Holding Company or the Bank of Executive’s full-time employment with the Holding Company or the Bank for any reason other than a termination for “Just Cause” (as defined in governed by Section 7 of this Agreement); or (ii) Executive’s resignation from the Holding Company Bank or the Bank upon Company, upon, any (A) failure to reappoint Executive as Executive Vice President, Chief Lending Officer (B) material change in Executive’s functionfunctions, duties, or responsibilities with the Holding Bank, the Company or the Bankits subsidiaries, which change would cause Executive’s position(s) to become of lesser responsibility, importance, or scope, (B) relocation of Executive’s principal place of employment by more than 25 miles scope from the Holding Company’s officesposition and attributes thereof described in Section 1 of this Agreement, (C) material reduction in the benefits and perquisites provided to Executive from those being provided as of the effective date of this Agreement, except to the extent such coverage may be changed in its application to all Bank employees, (D) liquidation or dissolution of the Holding Company or the Bank, or (E) material breach of this Agreement by the Holding Bank or Company. Upon the occurrence of any event described in clauses (A), (B), (C), (D), ) or (E) ), above, Executive shall have the right to terminate his employment under this Agreement by resignation upon not less than sixty (60) days prior written notice given within six (6) full calendar months after the event giving rise to Executive’s right to elect to terminate his employment. In addition, “.