Common use of Rights in Event of Change in Control Clause in Contracts

Rights in Event of Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 6(a) of this Agreement) to Corporation and Bank or Executive is involuntarily terminated without Cause after a Change in Control (as defined in Section 6(b) of this Agreement), Executive shall be entitled to receive the compensation and benefits set forth below: Corporation and Bank shall pay Executive a lump sum amount equal to and no greater than 2.99 times the Executive’s Agreed Compensation as defined in subsection (g) of Section 4, minus applicable taxes and withholdings. In addition, for a period of two (2) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation and Bank cannot provide such benefits because Executive is no longer an employee, Corporation and Bank shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially similar employee benefits which he enjoyed prior to termination, subject to Code Section 409A if applicable. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Section 4999 of the Code, Corporation or Bank will pay to Executive an additional cash payment (“Gross-up Payment”) in an amount such that the after-tax proceeds of such Gross-up Payment (including any income tax or excise tax on such Gross-up Payment) will be equal to the amount of the excise tax. Notwithstanding any other provision, in the event that Executive is determined to be a specified employee as that term is defined in Section 409A of the Code, no payment that is determined to be deferred compensation subject to Section 409A of the Code shall be made until one (1) day following six (6) months from the date of separation of service as that term is defined in Section 409A of the Code. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise. Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 7 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

Rights in Event of Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 6(a) of this Agreement) to Corporation and Bank or Executive is involuntarily terminated without Cause after a Change in Control (as defined in Section 6(b) of this Agreement)Bank, Executive shall be entitled to receive the compensation and benefits set forth below: If a “Change in Control” (as defined in Section 6(b) of this Agreement) has also occurred, Corporation and Bank shall pay Executive a lump sum amount equal to and no greater than 2.99 times the Executive’s Agreed Compensation as defined in subsection (g) of Section 4, minus applicable taxes and withholdings. In addition, for a period of two (2) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation and Bank cannot provide such benefits because Executive is no longer an employee, Corporation and Bank shall reimburse Executive in an a dollar amount equal to the monthly premium paid by him cost to obtain Executive of obtaining such benefits (or substantially similar employee benefits which he enjoyed prior to termination, subject to Code Section 409A if applicablebenefits). However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Section 4999 of the Code, Corporation or Bank will pay to Executive an additional cash payment (“Gross-up Payment”) in an amount such that the after-tax proceeds of such Gross-up Payment (including any income tax or excise tax Excise Tax on such Gross-up Payment) will be equal to the amount of the excise taxExcise Tax. Notwithstanding any other provision, in the event that Executive is determined to be a specified key employee as that term is defined in Section 409A of the Code, no payment that is determined to be deferred compensation subject to Section 409A of the Code shall be made until one (1) day following six (6) months from the date of separation of service as that term is defined in Section 409A of the Code. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise. Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 7 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

Rights in Event of Change in Control. (a) In the event that Executive delivers the Employee’s employment is involuntarily terminated and Employee gives the Bank and Corporation a Notice of Termination (as defined in under Section 6(a) of this Agreement) to Corporation and Bank or Executive is involuntarily terminated without Cause after a Change in Control (as defined in Section 6(b) of this Agreement), Executive the Employee shall be entitled to receive the compensation and benefits set forth below: Corporation and Bank shall pay Executive a lump sum amount payment equal to and no greater than 2.99 2 times the Executive’s Agreed Compensation as defined in subsection (g) of Section 4, minus applicable taxes and withholdingshis Annual Base Salary. In addition, for a period of two (2) 2 years from the date of termination of employment, or until Executive Employee secures substantially similar benefits through other employment, whichever shall first occur, Executive Employee shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive Employee during the two (2) 2 years prior to his termination of employment, or, if . If Bank and Corporation and Bank cannot provide such benefits because Executive Employee is no longer an employee, Bank and Corporation and Bank shall reimburse Executive Employee in an amount equal to the monthly premium paid by him to obtain substantially similar health and welfare employee benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of 2 years from the date of termination of employment or until Employee secures substantially similar benefits through other employment, whichever shall first occur, subject to Code Section 409A if applicable. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive Employee in connection with his termination of employment, would result in the imposition of an excise tax under Section 4999 of the Code, Bank and Corporation or Bank will pay to Executive Employee an additional cash payment (“Gross-up Payment”) in an amount such that the after-tax proceeds of such Gross-up Payment (including any income tax or excise tax Excise Tax on such Gross-up Payment) will be equal to the amount of the excise taxExcise Tax. Notwithstanding any other provision, in the event that Executive Employee is determined to be a specified key employee as that term is defined in Section 409A 409 A of the Code, no payment that is determined to be deferred compensation subject to Section 409A of the Code shall be made until one (1) the first day of the seventh month following six (6) months from the date of separation of service as that term is defined in Section 409A of the Code. (b) Executive Employee shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise. Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 7 shall not be reduced by any compensation earned by Executive Employee as the result of employment by another employer or by reason of ExecutiveEmployee’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

Rights in Event of Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 6(a) of this Agreement) to Corporation and Bank or Executive is involuntarily terminated without Cause after a Change in Control (as defined in Section 6(b) of this Agreement)Bank, Executive shall be entitled to receive the compensation and benefits set forth below: If a “Change in Control” (as defined in Section 6(b) of this Agreement) has also occurred, Corporation and Bank shall pay Executive a lump sum amount equal to and no greater than 2.99 times the Executive’s Agreed Compensation as defined in subsection (g) of Section 4, minus applicable taxes and withholdings. In addition, for a period of two (2) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his her termination of employment, or, if Corporation and Bank cannot provide such benefits because Executive is no longer an employee, Corporation and Bank shall reimburse Executive in an a dollar amount equal to the monthly premium paid by him cost to obtain Executive of obtaining such benefits (or substantially similar employee benefits which he enjoyed prior to termination, subject to Code Section 409A if applicablebenefits). However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his her termination of employment, would result in the imposition of an excise tax under Section 4999 of the Code, Corporation or Bank will pay to Executive an additional cash payment (“Gross-up Payment”) in an amount such that the after-tax proceeds of such Gross-up Payment (including any income tax or excise tax Excise Tax on such Gross-up Payment) will be equal to the amount of the excise taxExcise Tax. Notwithstanding any other provision, in the event that Executive is determined to be a specified key employee as that term is defined in Section 409A of the Code, no payment that is determined to be deferred compensation subject to Section 409A of the Code shall be made until one (1) day following six (6) months from the date of separation of service as that term is defined in Section 409A of the Code. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise. Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 7 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

Rights in Event of Change in Control. (a) In the event that Executive delivers the Employee’s employment is involuntarily terminated and Employee gives the Bank and Corporation a Notice of Termination (as defined in under Section 6(a) of this Agreement) to Corporation and Bank or Executive is involuntarily terminated without Cause after a Change in Control (as defined in Section 6(b) of this Agreement), Executive the Employee shall be entitled to receive the compensation and benefits set forth below: Corporation and Bank shall pay Executive a lump sum amount payment equal to and no greater than 2.99 2 times the Executive’s Agreed Compensation as defined in subsection (g) of Section 4, minus applicable taxes and withholdingshis Annual Base Salary. In addition, for a period of two (2) 2 years from the date of termination of employment, or until Executive Employee secures substantially similar benefits through other employment, whichever shall first occur, Executive Employee shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive Employee during the two (2) 2 years prior to his termination of employment, or, if . If Bank and Corporation and Bank cannot provide such benefits because Executive Employee is no longer an employee, Bank and Corporation and Bank shall reimburse Executive Employee in an amount equal to the monthly premium paid by him to obtain substantially similar health and welfare employee benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of 2 years from the date of termination of employment or until Employee secures substantially similar benefits through other employment, whichever shall first occur, subject to Code Section 409A if applicable. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive Employee in connection with his termination of employment, would result in the imposition of an excise tax under Section 4999 of the Code, Bank and Corporation or Bank will pay to Executive Employee an additional cash payment (“Gross-up Payment”) in an amount such that the after-tax proceeds of such Gross-up Payment (including any income tax or excise tax Excise Tax on such Gross-up Payment) will be equal to the amount of the excise taxExcise Tax. Notwithstanding any other provision, in the event that Executive Employee is determined to be a specified key employee as that term is defined in Section 409A of the Code, no payment that is determined to be deferred compensation subject to Section 409A of the Code shall be made until one (1) the first day of the seventh month following six (6) months from the date of separation of service as that term is defined in Section 409A of the Code. (b) Executive Employee shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise. Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 7 shall not be reduced by any compensation earned by Executive Employee as the result of employment by another employer or by reason of ExecutiveEmployee’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

Rights in Event of Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 6(a) of this Agreement) to Corporation and Bank or Executive is involuntarily terminated without Cause after a Change in Control (as defined in Section 6(b) of this Agreement), Executive shall be entitled to receive the compensation and benefits set forth below: Corporation and Bank shall pay Executive a lump sum amount equal to and no greater than 2.99 times the Executive’s Agreed Compensation as defined in subsection (g) of Section 4, minus applicable taxes and withholdings. In addition, for a period of two (2) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his her termination of employment, or, if Corporation and Bank cannot provide such benefits because Executive is no longer an employee, Corporation and Bank shall reimburse Executive in an amount equal to the monthly premium paid by him her to obtain substantially similar employee benefits which he she enjoyed prior to termination, subject to Code Section 409A if applicable. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his her termination of employment, would result in the imposition of an excise tax under Section 4999 of the Code, Corporation or Bank will pay to Executive an additional cash payment (“Gross-up Payment”) in an amount such that the after-tax proceeds of such Gross-up Payment (including any income tax or excise tax on such Gross-up Payment) will be equal to the amount of the excise tax. Notwithstanding any other provision, in the event that Executive is determined to be a specified employee as that term is defined in Section 409A of the Code, no payment that is determined to be deferred compensation subject to Section 409A of the Code shall be made until one (1) day following six (6) months from the date of separation of service as that term is defined in Section 409A of the Code. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise. Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 7 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.this

Rights in Event of Change in Control. (a) In the event that the Executive’s employment is involuntarily terminated and Executive delivers gives the Bank and Corporation a Notice of Termination (as defined in under Section 6(a) of this Agreement) to Corporation and Bank or Executive is involuntarily terminated without Cause after a Change in Control (as defined in Section 6(b) of this Agreement), the Executive shall be entitled to receive the compensation and benefits set forth below: Corporation and Bank shall pay Executive a lump sum amount payment equal to and no greater than 2.99 times the Executive’s Agreed Compensation as defined in subsection (g) of Section 4, minus applicable taxes and withholdingshis Annual Base Salary. In addition, for a period of two (2) 2.99 years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) 2.99 years prior to his termination of employment, or, if . If Bank and Corporation and Bank cannot provide such benefits because Executive is no longer an employee, Bank and Corporation and Bank shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially similar health and welfare employee benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of 2.99 years from the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur, subject to Code Section 409A if applicable. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Section 4999 of the Code, Bank and Corporation or Bank will pay to Executive an additional cash payment (“Gross-up Payment”) in an amount such that the after-tax proceeds of such Gross-up Payment (including any income tax or excise tax Or Excise Tax on such Gross-up Payment) will be equal to the amount of the excise taxExcise Tax. Notwithstanding any other provision, in the event that Executive is determined to be a specified key employee as that term is defined in Section 409A of the Code, no payment that is determined to be deferred compensation subject to Section 409A of the Code shall be made until one (1) the first day of the seventh month following six (6) months from the date of separation of service as that term is defined in Section 409A of the Code. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise. Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 7 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of or Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

Rights in Event of Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 6(a) of this Agreement) to Corporation and Bank or Executive Employee’s employment is involuntarily terminated without Cause after within one hundred and eighty (180) days of a Change in Control (as defined Control, and provided Employee executes a release agreement in Section 6(b) favor of this Agreement), Executive shall be entitled to receive the compensation Bank and benefits set forth below: the Corporation and Bank does not revoke it, then the Bank, within thirty days of Employee’s separation of service, shall pay Executive Employee a lump sum amount equal to Employee’s base salary for the remaining term of this Agreement which payment shall be subject to federal, state and no greater than 2.99 times the Executive’s Agreed Compensation as defined in subsection (g) of Section 4, minus applicable taxes and local tax withholdings. In addition, for a period of two (2) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation and Bank cannot provide such benefits because Executive is no longer an employee, Corporation and Bank shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially similar employee benefits which he enjoyed prior to termination, subject to Code Section 409A if applicable. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive Employee in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Employee, together with calculations of the Bank’s independent auditors, Employee shall remit to the Bank the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Employee is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, Corporation or then the Bank will shall be required only to pay to Executive an additional cash payment (“Gross-up Payment”) in an amount such that the after-tax proceeds of such Gross-up Payment (including any income tax or excise tax on such Gross-up Payment) will be equal to Employee the amount of the excise tax. Notwithstanding any other provision, in the event that Executive is determined to be a specified employee as that term is defined in deductible under Section 409A of the Code, no payment that is determined to be deferred compensation subject to Section 409A of the Code shall be made until one (1) day following six (6) months from the date of separation of service as that term is defined in Section 409A of the Code.280G. (b) Executive Employee shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise. Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 7 shall not be reduced by any compensation earned by Executive Employee as the result of employment by another employer or by reason of ExecutiveEmployee’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.