Common use of PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL Clause in Contracts

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) If Executive's employment is terminated in accordance with Section 2(a), the Company (i) shall be obligated to pay Executive, or in the event of Executive's subsequent death, his or her beneficiary or beneficiaries, or his or her estate, as the case may be, as severance pay, an amount equal to the sum of (A) Executive's highest annual rate of base salary paid to Executive at any time under this Agreement, plus (B) the highest bonus paid to Executive with respect to the completed fiscal year prior to the Change in Control; and (ii) shall provide at the Bank's expense for twelve (12) months after the date of such termination of employment, life insurance coverage and non-taxable medical and dental coverage substantially comparable to the coverage maintained by the Bank for Executive prior to the termination of employment, except to the extent such coverage may be changed in its application to all Bank employees. The period for group health care continuation coverage under COBRA shall not begin until the expiration of such twelve (12) month period. (b) Upon the occurrence of a Change in Control, Executive shall have such rights as specified in any other employee benefit plan with respect to options and such other rights as may have been granted to the Executive under such plans. (c) All cash severance payments shall be made in a lump sum within thirty (30) days after Executive's termination of employment. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment with the Bank. (d) Notwithstanding the preceding paragraphs of this Section 3, in the event that the aggregate payments or benefits to be made or afforded to Executive in the event of a Change in Control would be deemed to include an "excess parachute payment" under Section 280G of the Internal Revenue Code or any successor thereto, then at the election of Executive, (i) such payments or benefits shall be payable or provided to Executive over the minimum period necessary to reduce the present value of such payments or benefits to an amount that is one dollar ($1.00) less than three times Executive's "base amount" under such Section 280G, or (ii) the payments or benefits to be provided under this Section 3 shall be reduced to the extent necessary to avoid treatment as an excess parachute payment, with the allocation of the reduction among such payments and benefits to be determined by Executive.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) If Executive's employment is terminated in accordance with Section 2(a), the Company (i) shall be obligated This Agreement provides for certain payments and benefits to pay Executive, or Executive only in the event of Change in Control followed by a termination of Executive's subsequent death, his ’s services as described in this Agreement. (a) Upon the occurrence of a Change in Control of the Company or her beneficiary or beneficiaries, or his or her estate, the Bank (as the case may be, as severance pay, an amount equal to the sum of (Aherein defined) Executive's highest annual rate of base salary paid to Executive followed at any time under during the term of this AgreementAgreement by Executive’s voluntary termination of employment in accordance with this Section 2(a) or involuntary termination of the Executive’s employment, plus other than for Just Cause (Bas defined in Section 2(c) hereof), the highest bonus paid to Executive with respect to the completed fiscal year prior to the Change in Control; and (ii) provisions of Section 3 shall provide at the Bank's expense for twelve (12) months after the date of apply, provided that such termination of employment, life insurance coverage employment constitutes a “Separation from Service” within the meaning of Code Section 409A and non-taxable medical and dental coverage substantially comparable to the coverage maintained by the Bank for Executive prior to the termination of employment, except to the extent such coverage may be changed in its application to all Bank employeesFinal Regulations. The period for group health care continuation coverage under COBRA shall not begin until the expiration of such twelve (12) month period. (b) Upon the occurrence of a Change in Control, the Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following a demotion, loss of title, office or significant authority (in each case, other than as a result of the fact that either the Bank or the Company is merged into another entity in connection with the Change in Control and will not operate as a stand-alone, independent entity), a reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than 30 miles from its location immediately prior to the Change in Control, provided that in each case, Executive has given the Company 30 days’ written notice within 90 days following the date of the initial existence of the condition and the Company has had at least 30 days in which to remedy the situation, provided that the Company may elect to waive said 30 day period. (b) A “Change in Control” of the Company or the Bank shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 5.01 of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a Change in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the “BHCA”) as in effect at the time of the Change in Control; or (iii) without limitation such rights a Change in Control shall be deemed to have occurred at such time as specified (a) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 25% or more of the combined voting power of Company’s outstanding securities, except for any securities purchased by the Bank’s employee stock ownership plan or trust; or (b) individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (d) a proxy statement is distributed soliciting proxies from stockholders of the Company, by someone other employee benefit than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with respect one or more corporations as a result of which the outstanding shares of the class of securities then subject to options the plan are exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such other rights as may tendered shares have been granted to accepted by the Executive under such planstender offeror. (c) All cash severance payments shall be made in a lump sum within thirty (30) days after Executive's termination of employment. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment with the Bank. (d) Notwithstanding the preceding paragraphs of this Section 3, in the event that the aggregate payments or benefits to be made or afforded to Executive in the event of Even if a Change in Control would be deemed shall occur, the Executive shall not have the right to include an "excess parachute payment" under receive termination benefits pursuant to Section 280G 3 hereof upon termination for Just Cause. The phrase “Just Cause” as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the Internal Revenue Code or any successor thereto, then at following events with respect to the election of Executive, : (i) such payments the conviction of the Executive of a felony or benefits shall be payable or provided to Executive over the minimum period necessary to reduce the present value of such payments or benefits to an amount that is one dollar ($1.00) less than three times Executive's "base amount" under such Section 280G, or any lesser criminal offense involving moral turpitude; (ii) the payments willful commission by the Executive of a criminal or benefits other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or Bank (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be provided under this Section 3 heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive’s employment by the Company. Notwithstanding the foregoing, Just Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be reduced given the opportunity to be heard before the Board. For purposes of this subparagraph, no act or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by his not in good faith without reasonable believe that his action or omission was in the best interest of the Company and the Bank. Upon a finding of Just Cause, the Board shall deliver to the extent necessary to avoid treatment Executive a Notice of Termination, as an excess parachute payment, with the allocation of the reduction among such payments and benefits to be determined by Executivemore fully described in Section 4 below.

PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL. (a) If Executive's ’s employment is terminated in accordance with Section 2(a), the Company (i) shall be obligated to pay Executive, or in the event of Executive's ’s subsequent death, his or her beneficiary or beneficiaries, or his or her estate, as the case may be, as severance pay, an amount equal to the sum of (A) Executive's ’s highest annual rate of base salary paid to Executive at any time under this Agreement, plus (B) the highest bonus paid to Executive with respect to the completed fiscal year prior to the Change in Control; and (ii) shall provide at the Bank's ’s expense for twelve (12) months after the date of such termination of employment, life insurance coverage and non-taxable medical and dental coverage substantially comparable to the coverage maintained by the Bank for Executive prior to the termination of employment, except to the extent such coverage may be changed in its application to all Bank employees. The period for group health care continuation coverage under COBRA shall not begin until the expiration of such twelve (12) month period. (b) Upon the occurrence of a Change in Control, Executive shall have such rights as specified in any other employee benefit plan with respect to options and such other rights as may have been granted to the Executive under such plans. (c) All cash severance payments shall be made in a lump sum within thirty (30) days after Executive's ’s termination of employment. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment with the Bank. (d) Notwithstanding the preceding paragraphs of this Section 3, in the event that the aggregate payments or benefits to be made or afforded to Executive in the event of a Change in Control would be deemed to include an "“excess parachute payment" ” under Section 280G of the Internal Revenue Code or any successor thereto, then at the election of Executive, (i) such payments or benefits shall be payable or provided to Executive over the minimum period necessary to reduce the present value of such payments or benefits to an amount that is one dollar ($1.00) less than three times Executive's "’s “base amount" ” under such Section 280G, or (ii) the payments or benefits to be provided under this Section 3 shall be reduced to the extent necessary to avoid treatment as an excess parachute payment, with the allocation of the reduction among such payments and benefits to be determined by Executive. (e) Executive understands that the Bank’s reputation is important to the success of its business and Executive agrees that, for a period of one year following termination of employment, Executive shall not, directly or indirectly, make any written or verbal statements which may defame, disparage or cast in a negative light the Bank or injure the Bank’s reputation, goodwill, or standing in the community or which may defame, disparage or cast in a negative light or injure the reputation, goodwill or standing in the community of any of the Bank’s current or former officers or employees.