Common use of Release and Payment Clause in Contracts

Release and Payment. Payments under Sections 3(a)(ii) and (iii) of this Agreement shall be conditioned upon the execution, non-revocation, and delivery of a Release Agreement in the form attached hereto as Exhibit A (the “Release”) by Employee within sixty (60) days of the date of Employee’s Termination of Employment. The payments due under Sections 3(a)(ii) and (iii) of this Agreement shall be made (or commenced, in the case of the payments due under Section 3(a)(iii) of this Agreement) to the Employee on the sixtieth (60th) day following the Employee’s Termination of Employment, provided that the Company has received a properly executed Release by the Employee during such sixty (60) day period and the revocation period during which Employee is entitled to revoke such Release has expired on or prior to the sixtieth (60th) day following the Employee’s Termination of Employment. If the Employee fails to properly execute and deliver the Release (or the proper revocation period has not expired during the allowed sixty (60) day period following the Employee’s Termination of Employment), the Employee agrees that he shall not be entitled to receive the benefits described in Sections 3(a)(ii) and (iii) of this Agreement. Notwithstanding anything contained herein to the contrary, Employee has no obligation to execute the Release and a failure to execute (or revoke) the Release by Employee shall only result in a failure to receive the payments under Sections 3(a)(ii) and 3(a)(iii) of this Agreement and shall not form the basis for a breach of this Agreement by the Employee. The Company shall deliver the final form of the Release for Employee’s consideration within the three day period immediately following the Employee’s Termination of Employment in order to ensure that the Employee has adequate time to complete each of the Employee’s requirements set forth herein.

Release and Payment. Payments under Sections 3(a)(iiNotwithstanding Section 7(e), it is understood and agreed that the Company’s agreement to provide severance is in partial consideration of Executive’s promise to execute, within twenty-one (21) days after termination or such later time if required by applicable law, a general release and (iii) of this Agreement shall be conditioned upon waiver, in a form acceptable to the execution, non-revocation, and delivery of a Release Agreement in the form attached hereto as Exhibit A Company (the “ReleaseRelease and Waiver”) by Employee within sixty (60) days of ). Accordingly, if Executive refuses to sign the date of Employee’s Termination of Employment. The payments due Release and Waiver or signs the Release and Waiver but exercises his right, if any, under Sections 3(a)(ii) applicable law to revoke the Release and (iii) of this Agreement shall be made Waiver (or commenced, in the case of the payments due under Section 3(a)(iii) of this Agreement) to the Employee on the sixtieth (60th) day following the Employee’s Termination of Employment, provided that the Company has received a properly executed Release by the Employee during such sixty (60) day period and the revocation period during which Employee is entitled to revoke such Release has expired on or prior to the sixtieth (60th) day following the Employee’s Termination of Employment. If the Employee fails to properly execute and deliver the Release (or the proper revocation period has not expired during the allowed sixty (60) day period following the Employee’s Termination of Employmentany portion thereof), the Employee agrees that he shall then Executive will not be entitled to receive the any severance benefits described in Sections 3(a)(ii) because executing, and (iii) of this Agreement. Notwithstanding anything contained herein to the contrary, Employee has no obligation to execute not revoking the Release and Waiver is a failure condition to execute (or revoke) receiving such severance benefits. The date that the Release by Employee and Waiver becomes effective and is no longer subject to revocation shall only result in a failure be referred to receive as the payments under Sections 3(a)(ii) “Release and 3(a)(iii) of this Agreement and shall not form the basis for a breach of this Agreement by the EmployeeWaiver Effective Date”. The Company salary continuation payments described in Section 7(e) shall deliver be paid in accordance with the final form Company’s normal payroll practices in effect at the time of Executive’s termination of employment beginning on the Release for Employee’s consideration within the three day period regularly-scheduled payroll date immediately following the EmployeeRelease and Waiver Effective Date; provided, however, that if the salary continuation payments are determined to be “nonqualified deferred compensation” that is subject to Code Section 409A (as defined below) and the 21-day period following Executive’s Termination termination of Employment employment during which Executive has to consider the Release and Waiver begins in order to ensure one calendar year and ends in a second calendar year, then the first salary continuation installment shall be paid on the Company’s next regularly-scheduled payroll date that the Employee has adequate time to complete each is no earlier than January 1st of the Employeesecond calendar year and shall include the amount of any payments that would have been made before the Release and Waiver Effective Date but for Executive’s requirements set forth hereintermination of employment, and the remaining salary continuation installments shall be payable on the Company’s regularly scheduled paydays that follow.

Release and Payment. Payments under Sections 3(a)(iiNotwithstanding Section 7(e), it is understood and agreed that the Company’s agreement to provide severance is in partial consideration of Executive’s promise to execute, within twenty-one (21) days after termination or such later time if required by applicable law, a release and (iii) of this Agreement shall be conditioned upon the executionwaiver, non-revocation, and delivery of a Release Agreement in the form attached hereto as Exhibit A B (the “ReleaseRelease and Waiver”). Accordingly, if Executive refuses to sign the Release and Waiver or signs the Release and Waiver but exercises his right, if any, under applicable law to revoke the Release and Waiver (or any portion thereof), then Executive will not be entitled to any severance benefits because executing, and not revoking the Release and Waiver is a condition to receiving such severance benefits. The date that the Release and Waiver becomes effective and is no longer subject to revocation shall be referred to as the “Release and Waiver Effective Date”. The salary continuation payments described in Section 7(e)(i) by Employee within sixty shall be paid in accordance with the Company’s normal payroll practices in effect at the time of Executive’s termination of employment beginning on the regularly-scheduled payroll date immediately following the Release and Waiver Effective Date; provided, however, that if the salary continuation payments are determined to be “nonqualified deferred compensation” that is subject to Code Section 409A (60as defined below) days and the 21-day period following Executive’s termination of employment during which Executive has to consider the Release and Waiver begins in one calendar year and ends in a second calendar year, then the first salary continuation installment shall be paid on the Company’s next regularly-scheduled payroll date that is no earlier than January 1st of the date second calendar year and shall include the amount of Employeeany payments that would have been made before the Release and Waiver Effective Date but for Executive’s Termination termination of Employmentemployment, and the remaining salary continuation installments shall be payable on the Company’s regularly scheduled paydays that follow. The Subject to Executive’s execution and non-revocation of the Release and Waiver, the severance payments due under described in Sections 3(a)(ii7(e)(ii) and (iii) of this Agreement will be paid at the same time that bonuses for the applicable Measuring Year are paid to the Company’s senior executives, which shall be made (or commenced, in the case no later than March 15th of the payments due year following such Measuring Year. For the avoidance of doubt, if Executive is terminated on March 1, 2015, then the severance payment under Section 3(a)(iii7(e)(ii) would be determined after the 2015 Measuring Year was completed and paid on a pro rata basis (i.e., based on 59 out of this Agreement365 days) subject to the Employee on the sixtieth (60th) day following the Employee’s Termination of Employment, provided that the Company has received a properly executed Release by the Employee during such sixty (60) day period and the revocation period during which Employee is entitled to revoke such Release has expired on or prior to the sixtieth (60th) day following the Employee’s Termination of Employment. If the Employee fails to properly execute and deliver the Release (or the proper revocation period has not expired during the allowed sixty (60) day period following the Employee’s Termination of EmploymentSection 3(a)(ii), the Employee agrees that he shall not be entitled to receive the benefits described in Sections 3(a)(ii) and (iii) of this Agreement. Notwithstanding anything contained herein to the contrary, Employee has no obligation to execute the Release and a failure to execute (or revoke) the Release by Employee shall only result in a failure to receive the payments under Sections 3(a)(ii) and 3(a)(iii) of this Agreement and shall not form the basis for a breach of this Agreement by the Employee. The Company shall deliver the final form of the Release for Employee’s consideration within the three day period immediately following the Employee’s Termination of Employment in order to ensure that the Employee has adequate time to complete each of the Employee’s requirements set forth herein.

Release and Payment. Payments Payment under Sections Section 3(a)(ii) and (iii) of this Agreement shall be conditioned upon the execution, non-revocation, and delivery of a Release Agreement in the form attached hereto as Exhibit A (the “Release”) by Employee Executive within sixty (60) days of the date of EmployeeExecutive’s Termination of Employment. The payments payment due under Sections Section 3(a)(ii) and (iii) of this Agreement shall be made (or commenced, in the case of the payments due under Section 3(a)(iii) of this Agreement) to the Employee Executive on the sixtieth (60th) day following the EmployeeExecutive’s Termination of Employment, provided that the Company Bank has received a properly executed Release by the Employee Executive during such sixty (60) day period and the revocation period during which Employee Executive is entitled to revoke such Release has expired on or prior to the sixtieth (60th) day following the EmployeeExecutive’s Termination of Employment. If the Employee Executive fails to properly execute and deliver the Release (or the proper revocation period has not expired during the allowed sixty (60) day period following the EmployeeExecutive’s Termination of Employment), the Employee Executive agrees that he shall not be entitled to receive the benefits described in Sections Section 3(a)(ii) and (iii) of this Agreement. Notwithstanding anything contained herein to the contrary, Employee Executive has no obligation to execute the Release and a failure to execute (or revoke) the Release by Employee Executive shall only result in a failure to receive the payments payment under Sections Section 3(a)(ii) and 3(a)(iii) of this Agreement and shall not form the basis for a breach of this Agreement by the EmployeeExecutive. The Company Bank shall deliver the final form of the Release for EmployeeExecutive’s consideration within the three day period immediately following the EmployeeExecutive’s Termination of Employment in order to ensure that the Employee Executive has adequate time to complete each of the EmployeeExecutive’s requirements set forth herein.

Release and Payment. Payments under Sections 3(a)(ii) and (iiiSection 3(a) of this Agreement shall be conditioned upon the execution, non-revocation, and delivery of a Release Agreement Agreement, in substantially the same form attached hereto as Exhibit A (the “Release”) ), by Employee within sixty (60) days of the date of Employee’s Termination the closing of Employmentthe Change in Control. The payments due to the Employee under Sections 3(a)(ii) and (iiiSection 3(a) of this Agreement shall be made (or commenced, in the case of the payments due under Section 3(a)(iii) of this Agreement) to the Employee commence on the sixtieth (60th) day following the Employee’s Termination closing of Employment, the Change in Control provided that (i) the Company has received a properly executed Release by the Employee during such sixty (60) day period and (ii) the revocation period during which Employee is entitled to revoke such Release has expired on or prior to the sixtieth (60th) day following the Employee’s Termination closing of Employmentthe Change in Control. If the Employee fails to properly execute and deliver the Release (or the proper revocation period has not expired during the allowed sixty (60) day period following the Employee’s Termination closing of Employmentthe Change in Control), the Employee agrees that he Employee shall not be entitled to receive the benefits described in Sections 3(a)(ii) and (iiiSection 3(a) of this Agreement. Notwithstanding anything contained herein to the contrary, Employee has no obligation to execute the Release and a failure to execute (or revoke) the Release by Employee shall only result in a failure to receive the payments under Sections 3(a)(ii) and 3(a)(iiiSection 3(a) of this Agreement and shall not form the basis for a breach of this Agreement by the Employee. The Company shall deliver the final form of the Release for Employee’s consideration within the three three-day period immediately following the Employee’s Termination closing of Employment the Change in Control in order to ensure that the Employee has adequate time to complete each of the Employee’s requirements set forth herein.