Common use of Rights in Event of Termination of Employment Absent Change in Control Clause in Contracts

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by Corporation without Cause and no Change in Control shall have occurred at the date of such termination, Corporation shall pay Executive an amount equal to and no greater than two (2) times the Executive’s Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall be payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if 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 Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise. The amount of payment provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this Section 8 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by Corporation and/or Bank without Cause and no Change in Control shall have occurred at the date of such termination, Corporation and Bank shall pay Executive an amount equal to 1.99 times Executive’s Base Amount as defined in subsection (j) of this Section 3, and no greater than shall be subject to federal, state and local tax withholdings. Such payment shall be paid in a lump sum. In addition, for a period of two (2) times years from the Executive’s Annual Base Salary as defined in Section 5(a) date of this Agreementtermination of employment, which amount shall be payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits for twenty-four (24) months 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, a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits) not to exceed one hundred twenty percent (120%) of Bank’s cost to provide such benefits to an employee. However, if 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 Code Section 4999, such payments shall be retroactively (if necessary) reduced increased to the extent necessary to avoid cover such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.. (b) Executive shall not be required may file with the Company an election to mitigate receive the severance amount of any payment provided for pursuant to Section 7(a) in this Section 8 by seeking other employment or otherwise. The amount of payment provided for in this Section 8 (not continuation of benefits) 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 otherwiseinstallments. (ci) The amounts payable If Executive elects installment payments then the severance amount described in Section 7(a) shall be paid in twenty-four (24) equal monthly installments beginning on the 5th anniversary of the payment date that the lump-sum severance amount would have been paid. (ii) Notwithstanding anything to the contrary, Executive’s election to receive installment payments of the severance amount pursuant to this Section 8 shall constitute 7(b) must be made at least twelve (12) months prior to Executive’s sole and exclusive remedy in termination of employment. An election by Executive made within the event of involuntary termination without cause of twelve (12) month period prior to Executive’s termination of employment by Corporation shall be null and void and the severance amount shall be paid in the absence of a Change in Controlaccordance with Section 7(a).

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that ExecutiveEmployee’s employment is involuntarily terminated by the Bank and the Corporation without Cause and no or Employee resigns for Good Reason, in each case other than within one hundred eighty (180) days of a Change in Control shall have occurred at Control, then the date of such termination, Bank and the Corporation shall pay Executive an amount Employee his Accrued Benefits plus a lump sum payment equal to and no greater than two (2) times the Executive’s his Annual Base Salary as defined in Section 5(awithin sixty (60) days following the date of this Agreement, which amount shall be payable in twenty-four (24) equal monthly installmentshis termination of employment. In addition, Executive shall be entitled to for a continuation period of healthtwo (2) years from the date of termination of employment, accident, life and disability insurance benefits for twenty-four (24) months or until Executive Employee secures substantially similar benefits through other employment, whichever shall first occur. However, if Employee shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Employee during the payment described herein, when added two (2) years prior to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment if the Bank and the Corporation cannot provide such benefits because Employee is no longer an employee, the Bank and the Corporation shall reimburse 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 two (2) years from the date of termination of employment or until Employee secures substantially similar benefits through other employment, would result in the imposition of an excise tax under whichever shall first occur, subject to Code Section 4999, such payments shall be retroactively (409A if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise taxapplicable. Notwithstanding the foregoing or any other provision of this contract Agreement to the contrary, if any portion Employee shall forfeit his rights to receive the payments and benefits set forth in Section 7(a) unless he executes a general release of claims in favor of the amount herein payable to Bank and the Executive is determined Corporation in a form to be non-deductible pursuant to provided by the regulations promulgated under Section 280G Bank and the Corporation, and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after Employee’s termination of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.employment. (b) Executive Employee shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this Section 8 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by Corporation HMS without Cause and no Change in Control shall have occurred at the date of such termination, Corporation upon execution of a mutual release, HMS shall pay Executive an amount equal to and no greater than two (2) 1.0 times the Executive’s Annual Base Salary Agreed Compensation as defined in Section 5(asubsection (g) of this AgreementSection 3, which amount and shall be payable in twenty-four twelve (2412) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance HMS’s employee benefits for twenty-four twelve (2412) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, if in 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 Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of CorporationHMS’s independent auditors, Executive shall remit to Corporation HMS 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this Section 8 7 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation HMS in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by the Corporation and the Bank without Cause and no Change in Control shall have has occurred at the date of such terminationtermination and such termination constitutes a Separation of Service, Corporation then the Bank shall pay Executive an amount equal to the Executive’s remaining Annual Base Salary that would otherwise be due and no greater than two (2) payable under the Agreement to the Executive for the remaining Employment Period, minus applicable taxes and withholdings, payable in equal monthly installments over the remaining Employment Period. Such amount in the aggregate shall not exceed 2.99 times the Executive’s Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall or be payable in twenty-four (24) equal monthly installmentsless than 2.00 times Executive’s Annual Base Salary. In addition, Executive shall be entitled to for a continuation period of healthtwo (2) years from the date of Separation of Service, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits of comparable coverage through other employment, whichever shall first occur. However, 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 at the time of his termination of employment under the terms of and as provided by the medical insurance plan then in effect in which he and his spouse were participants, or, if the payment described hereinBank cannot legally provide such benefits because Executive is no longer an employee, when added to all other amounts or benefits provided to future law or on behalf of plans do not permit so, the Bank shall reimburse Executive in connection with his termination of employmentan amount equal to the monthly premium paid by him to obtain comparable coverage for employee benefits which he enjoyed prior to termination, would result in the imposition of an excise tax under subject to Code Section 4999, such payments shall be retroactively (409A if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.applicable. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise. The Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this .  This Section 8 and the provisions and terms hereof shall constitute Executive’s sole be subject to Sections 19 and exclusive remedy in the event 21 of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Control.this Agreement. 

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s 's employment is involuntarily terminated by Corporation Bancorp and/or Bank without Cause and no Change in Control shall have occurred at the date of such termination, Corporation Bancorp and Bank shall pay (or cause to be paid), in the aggregate, to Executive in cash, within thirty (30) days following termination, an amount equal to and no greater than two (2) [3.0] times the Executive’s Annual Base Salary as defined 's base salary in Section 5(aeffect on the date of termination plus (ii) a portion of this Agreementthe bonus otherwise payable to Executive for the year in which such termination occurs pro-rated for the period of time Executive is employed during such year. Notwithstanding the preceding sentence, which amount shall be payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if the event the lump sum payment described hereinin the preceding sentence, 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 Code Section 4999, such payments lump-sum shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s Bancorp's independent auditors, Executive shall remit to Corporation Bancorp 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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 's receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (c) To the extent benefits become payable under this Section 7 by reason of termination of Executive's employment on or after his attainment of age 62-1/2, the amounts set forth in Section 6(a)(iv), if less than the amounts payable under this Section 7, shall be paid within thirty (30) days of such termination in lieu of the amount otherwise payable under this Section 7. (d) The amounts payable pursuant to this Section 8 7 shall constitute Executive’s 's sole and exclusive remedy in the event of involuntary termination without cause of Executive’s 's employment by Corporation Bancorp and/or Bank in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by the Corporation and the Bank without Cause and no Change in Control shall have occurred at the date of such terminationtermination and such termination constitutes a Separation of Service, Corporation and (i) if the Separation of Service occurs prior to the first anniversary of this Agreement, then the Bank shall pay Executive an a lump sum amount equal to and no greater than two (2) 1.0 times the Executive’s Annual Base Salary as defined in Section 5(aSalary, minus applicable taxes and withholdings, payable within thirty (30) days of this Agreement, which amount shall be payable in twenty-four (24) equal monthly installmentsExecutive’s Separation of Service. In addition, Executive shall be entitled to for a continuation period of healthone (1) year from the date of Separation of Service, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if 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 payment described herein, when added two (2) years prior to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result or, if the Bank cannot provide such benefits because Executive is no longer an employee, the Bank shall reimburse Executive in an amount equal to the imposition of an excise tax under monthly premium paid by him to obtain substantially similar employee benefits which he enjoyed prior to termination, subject to Code Section 4999409A if applicable; or (ii) if the Separation of Service occurs on or after the first anniversary of this Agreement, such payments then the Bank shall be retroactively pay Executive a lump sum amount equal to 2.0 times the Executive’s Annual Base Salary, minus applicable taxes and withholdings, payable within thirty (if necessary30) reduced to days of Executive’s Separation of Service. In addition, for a period of two (2) years from the extent necessary to avoid such imposition. Upon written notice to Executivedate of Separation of Service, together with calculations of Corporation’s independent auditorsor until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall remit receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Corporation Executive during the two (2) years prior to his termination of employment, or, if the Bank cannot provide such benefits because Executive is no longer an employee, the Bank shall reimburse Executive in an 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 contract equal to the contrarymonthly premium paid by him to obtain substantially similar employee benefits which he enjoyed prior to termination, subject to Code Section 409A if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.applicable. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise. The Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this Section 8 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s 's employment is involuntarily terminated by Corporation HMS without Cause and no Change in Control shall have occurred at as of the date of such termination, Corporation shall upon execution of a mutual release, HMS will provide Executive with the following pay Executive and benefits: (i) a payment in an amount equal to and no the greater than two (2) of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times the Executive’s Annual Base Salary as defined in Section 5(a) of this Agreement, which Agreed Compensation. Such amount shall be payable in twenty-four a lump sum; and (24ii) equal monthly installments. In additionsubject to plan terms, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits Executive’s continued participation in HMS's employee benefit plans for twenty-four twelve (2412) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, if in the payment payments 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 Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s HMS's independent auditors, Executive shall remit to Corporation HMS 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 contract Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.280G. Notwithstanding any other provision of this Agreement, the provisions of this paragraph of this subsection (a) shall apply only in the event that Executive's employment is involuntarily terminated by HMS without Cause more than 15 months after the effective date of this Agreement. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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 's receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (c) The amounts payable pursuant to this Section 8 7 shall constitute Executive’s 's sole and exclusive remedy in the event of involuntary termination of Executive's employment by HMS without cause of Executive’s employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by the Corporation and the Bank without Cause and no Change in Control shall have has occurred at the date of such terminationtermination and such termination constitutes a Separation of Service, Corporation then the Bank shall pay Executive an amount equal to the Executive’s remaining Annual Base Salary that would otherwise be due and no greater than two (2) payable under the Agreement to the Executive for the remaining Employment Period, minus applicable taxes and withholdings, payable in equal monthly installments over the remaining Employment Period. Such amount in the aggregate shall not exceed 2.99 times the Executive’s Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall or be payable in twenty-four (24) equal monthly installmentsless than 2.00 times Executive’s Annual Base Salary. In addition, Executive shall be entitled to for a continuation period of healthtwo (2) years from the date of Separation of Service, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits of comparable coverage through other employment, whichever shall first occur. However, 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 at the time of his termination of employment under the terms of and as provided by the medical insurance plan then in effect in which he and his spouse were participants, or, if the payment described hereinBank cannot legally provide such benefits because Executive is no longer an employee, when added to all other amounts or benefits provided to future law or on behalf of plans do not permit so, the Bank shall reimburse Executive in connection with his termination of employmentan amount equal to the monthly premium paid by him to obtain comparable coverage for employee benefits which he enjoyed prior to termination, would result in the imposition of an excise tax under subject to Code Section 4999, such payments shall be retroactively (409A if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.applicable. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise. The Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this . This Section 8 and the provisions and terms hereof shall constitute Executive’s sole be subject to Sections 19 and exclusive remedy in the event 21 of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Controlthis Agreement.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by Corporation the Bank without Cause prior to the second anniversary date of this Agreement and no Change in Control shall have occurred at the date of such termination, Corporation the Bank shall pay Executive subject to Bank’s receipt of a release substantially in the form of Exhibit B an amount equal to and no greater than two (2) 2.0 times the Executive’s Annual Base Salary Agreed Compensation as defined in Section 5(asubsection (g) of this AgreementSection 4, which amount and shall be payable in twenty-four (24) equal monthly installmentsinstallments and shall be subject to federal, state and local tax withholdings commencing within thirty (30) days of termination of employment. In addition, Executive shall be entitled to for a continuation period of healthone (1) year from the date of termination of employment, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if the payment described hereinExecutive shall receive a continuation of all life, when added disability, medical insurance and other normal health and welfare benefits in effect with respect to all other amounts or benefits provided to or on behalf Executive as of the Executive in connection with his date of Executive’s termination of employment, would result or, if the Bank cannot provide such benefits because Executive is no longer an employee, the Bank shall reimburse Executive in an amount equal to the imposition of an excise tax under monthly premium paid by him to obtain substantially similar employee benefits which he enjoyed prior to termination, subject to Code Section 4999, such payments 409A if applicable.  In the event that Executive’s employment is involuntarily terminated by the Bank without Cause after the second anniversary date of this Agreement and no Change in Control shall be retroactively (if necessary) reduced to have occurred at the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition date of such excise tax. Notwithstanding termination, the foregoing or any other provision of this contract Bank shall pay Executive subject to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise. The amount of payment provided for in this Section 8 (not continuation of benefits) shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of ExecutiveBank’s receipt of or right a release substantially in the form of Exhibit B an amount equal to receive any retirement or other benefits after and no greater than 1.0 times Executive’s Agreed Compensation as defined in subsection (g) of Section 4, and shall be payable in twelve (12) equal monthly installments and shall be subject to federal, state and local tax withholdings commencing within thirty (30) days of termination of employment. In addition, for a period of one (1) year form the date of termination of employment employment, or otherwise. (c) The amounts payable pursuant 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 this Section 8 shall constitute Executive’s sole and exclusive remedy in Executive as of the event of involuntary termination without cause date of Executive’s employment termination of employment, or, if the Bank cannot provide such benefits because Executive is no longer an employee, the Bank shall reimburse Executive in an amount equal to the monthly premium paid by Corporation in the absence of a Change in Control.him to obtain substantially similar employee benefits which he enjoyed prior to termination, subject to Code Section 409A if applicable. 

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by the Bank and the Corporation without Cause and no or Executive resigns for Good Reason, in each case other than within two (2) years following a Change in Control shall have occurred at Control, then the date of such termination, Bank and the Corporation shall pay Executive an amount his Accrued Benefits plus a lump sum payment equal to and no greater than two (2) times the Executive’s (i) his Annual Base Salary as defined in Section 5(aSalary; and (ii) his average cash bonus and other cash incentive compensation earned by him with respect to the three calendar years immediately preceding the year of this Agreementtermination, which amount shall be payable in twenty-four paid to Executive within sixty (2460) equal monthly installmentsdays following the date of his termination of employment. In addition, Executive shall be entitled to for a continuation period of healthtwo (2) years from the date of termination of employment, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if 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 payment described herein, when added two (2) years prior to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment if the Bank and the Corporation cannot provide such benefits because Executive is no longer an Executive, the Bank and the Corporation shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially similar health and welfare Executive benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of two (2) years from the date of termination of employment or until Executive secures substantially similar benefits through other employment, would result in the imposition of an excise tax under whichever shall first occur, subject to Code Section 4999, such payments shall be retroactively (409A if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise taxapplicable. Notwithstanding the foregoing or any other provision of this contract Agreement to the contrary, if any portion Executive shall forfeit his rights to receive the payments and benefits set forth in Section 7(a) unless he executes a general release of claims in favor of the amount herein payable to Bank and the Executive is determined Corporation in a form to be non-deductible pursuant to provided by the regulations promulgated under Section 280G Bank and the Corporation, and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after Executive’s termination of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.employment. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this Section 8 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by Corporation without Company and/or Bank other than for Cause or Disability and no Change in Control shall have occurred at the date of such termination, Corporation Company and Bank shall continue to pay Executive an amount (or cause to be paid) Executive’s monthly base salary in effect on the date of termination for a period of months equal to and no greater than two the lesser of (2i) times the number of months remaining in the Employment Period or (ii) 18. (b) In the event that Executive’s Annual Base Salary employment terminates voluntarily for Good Reason (as defined in Section 5(athis subsection) and no Change in Control shall have occurred at the date of termination; Company and Bank shall continue to pay (or cause to be paid) Executive’s monthly base salary in effect on the date of termination for a period of 12 months. For purposes of this Agreementsubsection, “Good Reason” shall mean the occurrence of any of the following without Executive’s consent: (i) a material adverse change in Executive’s title, job description, or duties (including a change resulting from the assumption by Company’s Chairman of the Board of Directors of an active role in the day-to-day operations of Company or Bank); (ii) a reduction in Executive’s base salary; or (iii) a material breach of this Agreement by Company or Bank, which amount shall be payable in twenty-four breach is not cured within 15 days of written notice from Executive to Company and Bank. (24c) equal monthly installments. In additionaddition to the continued compensation to Executive provided by Section 7(a) or 7(b), as applicable, Executive shall be entitled to a continuation continued participation in Company’s health and other welfare benefit plans during the period in which Executive is receiving continued compensation in accordance with Section 7(a) or 7(b), as applicable; provided, however, that, if Executive is not permitted to participate in any of healthsuch plans in accordance with the administrative provisions of those plans and applicable federal and state law, accident, life Company and disability insurance benefits for twentyBank shall pay (or cause to be paid) to Executive in cash an amount equal to the after-four (24) months or until tax cost to Executive secures to obtain substantially similar benefits through other employment, whichever shall first occur. However, if 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 Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.benefits. (bd) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (ce) The Except as otherwise provided in Section 4(g), the amounts payable pursuant to this Section 8 7 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation Company and/or Bank in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by Corporation and/or Bank without Cause and no Change in Control shall have occurred at the date of such termination, Corporation and Bank shall pay Executive an amount equal to and no greater than two (2) 2.99 times the Executive’s Annual Base Salary Amount as defined in Section 5(asubsection (j) of this AgreementSection 3, which amount and shall be payable subject to federal, state and local tax withholdings. Such payment shall be paid in twenty-four (24) equal monthly installmentsa lump sum. In addition, Executive shall be entitled to for a continuation period of healththree (3) years from the date of termination of employment, accident, life and disability insurance benefits for twenty-four (24) months 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, a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits) not to exceed one hundred twenty percent (120%) of Bank’s cost to provide such benefits to an employee. However, if 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 Code Section 4999, such payments shall be retroactively (if necessary) reduced increased to the extent necessary to avoid cover such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.. (b) Executive shall not be required may file with the Company an election to mitigate receive the severance amount of any payment provided for pursuant to Section 7(a) in this Section 8 by seeking other employment or otherwise. The amount of payment provided for in this Section 8 (not continuation of benefits) 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 otherwiseinstallments. (ci) The amounts payable If Executive elects installment payments then the severance amount described in Section 7(a) shall be paid in thirty-six (36) equal monthly installments beginning on the 5th anniversary of the payment date that the lump-sum severance amount would have been paid. (ii) Notwithstanding anything to the contrary, Executive’s election to receive installment payments of the severance amount pursuant to this Section 8 shall constitute 7(b) must be made at least twelve (12) months prior to Executive’s sole and exclusive remedy in termination of employment. An election by Executive made within the event of involuntary termination without cause of twelve (12) month period prior to Executive’s termination of employment by Corporation shall be null and void and the severance amount shall be paid in the absence of a Change in Controlaccordance with Section 7(a).

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that If Executive’s employment is involuntarily terminated by the Corporation or the Bank without Cause and no Change in Control or is terminated by Executive for Good Reason pursuant to Section 3(c), then Bank shall have occurred at the date of such pay (or cause to be paid) to Executive, within twenty (20) days following termination, Corporation shall pay Executive an amount a lump sum cash payment equal to and no greater than two (2) times the Executive’s sum of (1) the highest Annual Base Salary as defined in Section 5(a4(a) during the immediately preceding three calendar years, (2) the highest cash bonus and other cash incentive compensation earned by him with respect to one of this Agreementthe three calendar years immediately preceding the year of termination and (3) the highest value of stock options and other stock based incentives awarded to the Executive with respect to one of the three calendar years immediately preceding the year of termination, which value shall be based upon the grant-date fair value of the award determined in accordance with SFAS 123(R) (“Share-Based Payments”). The amount shall be payable in twenty-four (24) equal monthly installmentssubject to federal, state and local tax withholdings. In addition, for a period of two (2) years from the date of termination of employment, Executive shall be entitled permitted to a continuation continue participation in, and the Bank shall maintain the same level of healthcontribution for, accidentExecutive’s participation in the Bank’s life, life disability, medical/health insurance and disability insurance other health and welfare benefits for twenty-four in effect with respect to Executive during the one (241) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if the payment described herein, when added year prior 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 or, if Bank cannot provide such benefits because Executive is no longer an excise tax under Code Section 4999employee, such payments shall be retroactively (if necessary) reduced a dollar amount equal to the extent necessary cost of Executive of obtaining such benefits (or substantially similar benefits). In addition, if permitted pursuant to avoid such imposition. Upon written notice to Executive, together with calculations the terms of Corporation’s independent auditorsthe plan, Executive shall remit receive additional retirement benefits to Corporation which he would have been entitled had his employment continued through the amount then remaining term of the reduction plus such interest as may be necessary to avoid the imposition of such excise taxAgreement. Notwithstanding the foregoing or any other provision foregoing, the value of this contract restricted stock awarded to Executive under the contrary, if any portion Bank’s 2006 Restricted Stock Plan shall not be included under §7(a)(3) above for purposes of calculating the amount herein compensation payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.Executive. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The , nor shall the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) shall not 7 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. (c) In the event that amounts or benefits payable hereunder, together with any other payments which Executive has a right to receive from the Corporation, the Bank, any affiliates or subsidiaries of the Corporation or the Bank, or any successors of any of the foregoing, result in the imposition of an excise tax under Internal Revenue Code Section 4999 (or any successor thereto), Executive shall be entitled to an additional “excise tax” adjustment payment in an amount such that, after the payment of all federal and state income and excise taxes, Executive will be in the same after-tax position as if no excise tax had been imposed. Any payment or benefit which is required to be included under Internal Revenue Code Sections 280G or 4999 (or any successor provisions thereto) for purposes of determining whether an excise tax is payable shall be deemed a payment “made to Executive” or a payment “which Executive has a right to receive” for purposes of this provision. The amounts payable Bank (or its successor) shall be responsible for the costs of calculation of the deductibility of payments end benefits and the excise tax by the Bank’s independent certified accountant and tax counsel and shall notify Executive of the amount of excise tax due prior to the time such excise tax is due. If at any time it is determined that the additional “excise tax” adjustment payment previously made to Executive was insufficient to cover the effect of the excise tax, the gross-up payment pursuant to this provision shall be increased to make Executive whole, including an amount to cover the payment of any penalties resulting from any incorrect or late payment of the excise tax resulting from the prior calculation. All such amounts required to be paid hereunder shall be paid at the time any withholdings may be required (or, if earlier, the time Executive shall be required to pay such amounts) under applicable law, and any additional amounts to which Executive may be entitled shall be paid or reimbursed no later than fifteen (15) days following confirmation of such amount by the Corporation’s independent accountants; provided however, that any payments to be made under this Section 8 6(c) shall constitute in all events be made no later than the end of the Executive’s sole and exclusive remedy taxable year next following the taxable year in which the Executive remits such excise tax payments. In the event any amounts paid hereunder are subsequently determined to be in error because estimates were required or otherwise, the parties agree to reimburse each other to correct such error, as appropriate, and to pay interest thereon at the applicable federal rate (as determined under Code Section 1274 for the period of involuntary termination without cause time such erroneous amount remained outstanding and unreimbursed). The parties recognize that the actual implementation of Executive’s employment by Corporation the provisions of this subsection are complex and agree to deal with each other in the absence of a Change in Controlgood faith to resolve any questions or disagreements arising hereunder.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s 's employment is involuntarily terminated by Corporation without Cause and no Change in Control shall have occurred at the date of such termination, Corporation Bancorp, FLIG or JFG shall pay (or cause to be paid), in the aggregate, to Executive in cash, an amount equal to and no greater than two (2) times the Executive’s Annual Base Salary as defined 's annual base salary (with deductions not to exceed those required by law) in Section 5(aeffect on the date of termination for the greater of (i) the remainder of this Agreement, which amount shall be payable in the then existing Employment Term or (ii) twenty-four six (2426) equal monthly installmentsweeks, paid at the same intervals as the salary is payable under Section 4(a). In additionNotwithstanding the preceding sentence, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if in the payment event that the payments described hereinin the preceding sentence, 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 Code Section 4999, such payments shall sum would be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s Bancorp's independent auditors, Executive shall remit to Corporation Bancorp 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The amount of payment or the benefits provided for in this Section 8 (not continuation of benefits) 7 shall not be reduced dollar-for-dollar by any other compensation earned to be received by Executive during the period in which Executive is receiving payments under Section 7(a) as the result of Executive's 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 otherwiseemployer. (c) The amounts payable pursuant to this Section 8 7 shall constitute Executive’s 's sole and exclusive remedy in the event of involuntary termination without cause of Executive’s 's employment by Corporation Bancorp, FLIG and/or FLWM in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by the Corporation and the Bank without Cause and no Change in Control shall have has occurred at the date of such terminationtermination and such termination constitutes a Separation of Service, Corporation then the Bank shall pay Executive an amount equal to the Executive’s remaining Annual Base Salary that would otherwise be due and no greater than two (2) payable under the Agreement to the Executive for the remaining Employment Period, minus applicable taxes and withholdings, payable in equal monthly installments over the remaining Employment Period. Such amount in the aggregate shall not exceed 2.99 times the Executive’s Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall or be payable in twenty-four (24) equal monthly installmentsless than 2.00 times Executive’s Annual Base Salary. In addition, Executive shall be entitled to for a continuation period of healthtwo (2) years from the date of Separation of Service, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits of comparable coverage through other employment, whichever shall first occur. However, 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 her termination of employment at the time of her termination of employment under the terms of and as provided by the medical insurance plan then in effect in which she and her spouse were participants, or, if the payment described hereinBank cannot legally provide such benefits because Executive is no longer an employee, when added to all other amounts or benefits provided to future law or on behalf of plans do not permit so, the Bank shall reimburse Executive in connection with his termination of employmentan amount equal to the monthly premium paid by her to obtain comparable coverage for employee benefits which she enjoyed prior to termination, would result in the imposition of an excise tax under subject to Code Section 4999, such payments shall be retroactively (409A if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.applicable. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise. The Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this . This Section 8 and the provisions and terms hereof shall constitute Executive’s sole be subject to Sections 19 and exclusive remedy in the event 21 of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Controlthis Agreement.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s 's employment is involuntarily terminated by Corporation HMS without Cause and no Change in Control shall have occurred at as of the date of such termination, Corporation shall upon execution of a mutual release, HMS will provide Executive with the following pay Executive and benefits: (i) a payment in an amount equal to and no the greater than two (2) of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times the Executive’s Annual Base Salary as defined in Section 5(a) of this Agreement, which Agreed Compensation. Such amount shall be payable in twenty-four twelve (2412) equal monthly installments. In addition; and (ii) subject to plan terms, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits Executive’s continued participation in HMS's employee benefit plans for twenty-four twelve (2412) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, if in the payment payments 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 Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s HMS's independent auditors, Executive shall remit to Corporation HMS 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 contract Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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 's receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (c) The amounts payable pursuant to this Section 8 7 shall constitute Executive’s 's sole and exclusive remedy in the event of involuntary termination of Executive's employment by HMS without cause of Executive’s employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that ExecutiveEmployee’s employment is involuntarily terminated by Corporation E&B without Cause and no Change in Control shall have occurred at the date of such termination, Corporation E&B shall continue to pay Executive an amount equal (or cause to and no greater than two (2be paid) times the ExecutiveEmployee’s Annual Base Salary in effect on the date of termination for the remainder of the then existing Employment Period, paid at the same intervals as defined in the salary is payable under Section 5(a4(a) of this Agreement. Notwithstanding the preceding sentence, which amount shall be payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if the payment event that the payments described hereinin the preceding sentence, 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 reduction of an excise tax deductions under Code Section 4999280G, such payments shall sum will be retroactively reduced (retroactively, if necessary) reduced to the extent necessary to avoid such impositionreduction. Upon written notice to ExecutiveEmployee, together with calculations of CorporationE&B’s independent auditors, Executive Employee shall remit to Corporation E&B 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.. (b) Executive Employee shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this Section 8 7 shall constitute ExecutiveEmployee’s sole and exclusive remedy in the event of involuntary termination without cause of ExecutiveEmployee’s employment by Corporation E&B in the absence of a Change in Control. (d) Severance benefits paid pursuant to Section 7(a) above, to the extent of payments made from the date of termination of the Employee’s employment through March 15th of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision. Notwithstanding the foregoing, if Company or E&B determines that any other payments hereunder fail to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Code, the payment of such benefit shall be delayed to the minimum extent necessary so that such payments are not subject to the provisions of Section 409A(a)(1) of the Code.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by Bank and Corporation without Cause and no Change in Control shall have occurred at the date of such terminationtermination and provided Executive executes a release agreement in favor of the Bank and Corporation, then the Bank and Corporation shall pay Executive an amount a lump sum payment equal to and no greater than two (2) times the Executive’s his Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall be payable in twenty-four (24) equal monthly installmentsSalary. In addition, Executive shall be entitled to for a continuation period-of healthtwo (2) years from the date of termination of employment, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if 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 payment described herein, when added two (2) years prior to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment If Bank and Corporation cannot provide such benefits because Executive is no longer an employee, Bank and Corporation 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 two (2) years from the date of termination of employment or until Executive Secures substantially similar benefits through other employment, would result whichever shall first occur, subject to Code Section 409A if applicable. Notwithstanding any other provision, in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation 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 contract to the contrary, if any portion of the amount herein payable to the event that Executive is determined to be non-deductible pursuant to the regulations promulgated under a key employee as that term is defined in Section 280G 409A of the Code, then Corporation shall be required only to pay to Executive the amount no payment that is determined to be deductible under deferred compensation subject to Section 280G.409A of the Code shall be made until the first day of the seventh month following 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 8 by seeking other employment or otherwise. The Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this Section 8 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that If Executive’s employment is involuntarily terminated by the Corporation or the Bank without Cause and no Change in Control or is terminated by Executive for Good Reason pursuant to Section 3(c), then Bank shall have occurred at the date of such pay (or cause to be paid) to Executive, within twenty (20) days following termination, Corporation shall pay Executive an amount a lump sum cash payment equal to and no greater than two (2) three times the Executive’s sum of (1) the highest Annual Base Salary as defined in Section 5(a4(a) during the immediately preceding three calendar years, (2) the highest cash bonus and other cash incentive compensation earned by him with respect to one of this Agreementthe three calendar years immediately preceding the year of termination and (3) the highest value of stock options and other stock based incentives awarded to the Executive with respect to one of the three calendar years immediately preceding the year of termination, which value shall be based upon the grant-date fair value of the award determined in accordance with SFAS 123(R) (“Share-Based Payments”). The amount shall be payable in twenty-four (24) equal monthly installmentssubject to federal, state and local tax withholdings. In addition, for a period of three (3) years from the date of termination of employment, Executive shall be entitled permitted to a continuation continue participation in, and the Bank shall maintain the same level of healthcontribution for, accidentExecutive’s participation in the Bank’s life, life disability, medical/health insurance and disability insurance other health and welfare benefits for twenty-four in effect with respect to Executive during the one (241) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if the payment described herein, when added year prior 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 or, if Bank cannot provide such benefits because Executive is no longer an excise tax under Code Section 4999employee, such payments shall be retroactively (if necessary) reduced a dollar amount equal to the extent necessary cost of Executive of obtaining such benefits (or substantially similar benefits). In addition, if permitted pursuant to avoid such imposition. Upon written notice to Executive, together with calculations the terms of Corporation’s independent auditorsthe plan, Executive shall remit receive additional retirement benefits to Corporation which he would have been entitled had his employment continued through the amount then remaining term of the reduction plus such interest as may be necessary to avoid the imposition of such excise taxAgreement. Notwithstanding the foregoing or any other provision foregoing, the value of this contract restricted stock awarded to Executive under the contrary, if any portion Bank’s 2006 Restricted Stock Plan shall not be included under §7(a)(3) above for purposes of calculating the amount herein compensation payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.Executive. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The , nor shall the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) shall not 7 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. (c) In the event that amounts or benefits payable hereunder, together with any other payments which Executive has a right to receive from the Corporation, the Bank, any affiliates or subsidiaries of the Corporation or the Bank, or any successors of any of the foregoing, result in the imposition of an excise tax under Internal Revenue Code Section 4999 (or any successor thereto), Executive shall be entitled to an additional “excise tax” adjustment payment in an amount such that, after the payment of all federal and state income and excise taxes, Executive will be in the same after-tax position as if no excise tax had been imposed. Any payment or benefit which is required to be included under Internal Revenue Code Sections 280G or 4999 (or any successor provisions thereto) for purposes of determining whether an excise tax is payable shall be deemed a payment “made to Executive” or a payment “which Executive has a right to receive” for purposes of this provision. The amounts payable Bank (or its successor) shall be responsible for the costs of calculation of the deductibility of payments end benefits and the excise tax by the Bank’s independent certified accountant and tax counsel and shall notify Executive of the amount of excise tax due prior to the time such excise tax is due. If at any time it is determined that the additional “excise tax” adjustment payment previously made to Executive was insufficient to cover the effect of the excise tax, the gross-up payment pursuant to this provision shall be increased to make Executive whole, including an amount to cover the payment of any penalties resulting from any incorrect or late payment of the excise tax resulting from the prior calculation. All such amounts required to be paid hereunder shall be paid at the time any withholdings may be required (or, if earlier, the time Executive shall be required to pay such amounts) under applicable law, and any additional amounts to which Executive may be entitled shall be paid or reimbursed no later than fifteen (15) days following confirmation of such amount by the Corporation’s independent accountants; provided however, that any payments to be made under this Section 8 6(c) shall constitute in all events be made no later than the end of the Executive’s sole and exclusive remedy taxable year next following the taxable year in which the Executive remits such excise tax payments. In the event any amounts paid hereunder are subsequently determined to be in error because estimates were required or otherwise, the parties agree to reimburse each other to correct such error, as appropriate, and to pay interest thereon at the applicable federal rate (as determined under Code Section 1274 for the period of involuntary termination without cause time such erroneous amount remained outstanding and unreimbursed). The parties recognize that the actual implementation of Executive’s employment by Corporation the provisions of this subsection are complex and agree to deal with each other in the absence of a Change in Controlgood faith to resolve any questions or disagreements arising hereunder.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by Corporation and/or Bank without Cause and no Change in Control shall have occurred at the date of such termination, Corporation and Bank shall pay Executive an amount equal to and no greater than two (2) times the Executive’s Annual Base Salary as defined in Section 5(asubsection (a) of this AgreementSection 4, which amount shall be payable in twenty-four eighteen (2418) equal monthly installmentsinstallments and shall be subject to federal, state and local tax withholdings. In addition, if Executive and his dependents who are qualified beneficiaries are eligible to elect continuation of health insurance benefits under the COBRA and if Executive elects to purchase such COBRA continuation coverage for himself and/or for his qualified beneficiaries, then in such event the Employer shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain such coverage, net of the amount which employees of the Employer are required to contribute toward the purchase of health insurance benefits under the personnel policies of the Employer then in effect, which reimbursement shall continue until the first of the following to occur: (i) the expiration of 18 months following the date of termination of the Employment Period, and (ii) the qualification of Executive and his qualified beneficiaries for substantially equivalent coverage under any health insurance policy maintained by any future employer of Executive. Reimbursement as provided for herein shall be entitled made by the Employer to Executive monthly within five (5) business days following the presentation by Executive to the Employer of evidence of payment by him (in the form of a copy of a cancelled check or credit card draft or other documentary evidence reasonably satisfactory to the Employer) of the monthly COBRA continuation of health, accident, life and disability insurance benefits coverage premium for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occurthat month. However, if 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 Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation the amount of the reduction reduction, plus such interest interest, as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Code Section 280G of G, the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Code Section 280G. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this Section 8 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by Corporation without Cause and no Change in Control shall have occurred at the date of such termination, Corporation shall pay Executive an amount equal to and no greater than two three (23) times the Executive’s Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall be payable in twentythirty-four six (2436) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits for twentythirty-four six (2436) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if 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 Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise. The amount of payment provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this Section 8 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by the Corporation and the Bank without Cause and no Change in Control shall have has occurred at the date of such terminationtermination and such termination constitutes a Separation of Service, Corporation then the Bank shall pay Executive an amount equal to the Executive’s remaining Annual Base Salary that would otherwise be due and no greater than two (2) payable under the Agreement to the Executive for the remaining Employment Period, minus applicable taxes and withholdings, payable in equal monthly installments over the remaining Employment Period. Such amount in the aggregate shall not exceed 2.99 times the Executive’s Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall or be payable in twenty-four (24) equal monthly installmentsless than 2.00 times Executive’s Annual Base Salary. In addition, Executive shall be entitled to for a continuation period of healthtwo (2) years from the date of Separation of Service, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits of comparable coverage through other employment, whichever shall first occur. However, 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 at the time of his termination of employment under the terms of and as provided by the medical insurance plan then in effect in which he and his spouse were participants, or, if the payment described hereinBank cannot legally provide such benefits because Executive is no longer an employee, when added to all other amounts or benefits provided to future law or on behalf of plans do not permit so, the Bank shall reimburse Executive in connection with his termination of employmentan amount equal to the monthly premium paid by him to obtain comparable coverage for employee benefits which he enjoyed prior to termination, would result in the imposition of an excise tax under subject to Code Section 4999, such payments shall be retroactively (409A if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.applicable. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise. The Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this .  This Section 8 and the provisions and terms hereof shall constitute Executive’s sole be subject to Sections 19 and exclusive remedy in the event 21 of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Control.this Agreement.   

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that If Executive’s employment is involuntarily terminated by the Corporation or the Bank without Cause and no Change in Control or is terminated by Executive for Good Reason pursuant to Section 3(c), then Bank shall have occurred at the date of such pay (or cause to be paid) to Executive, within twenty (20) days following termination, Corporation shall pay Executive an amount a lump sum cash payment equal to and no greater than two (2) three times the Executive’s sum of (1) the highest Annual Base Salary as defined in Section 5(a4(a) during the immediately preceding three calendar years, (2) the highest cash bonus and other cash incentive compensation earned by him with respect to one of this Agreementthe three calendar years immediately preceding the year of termination and (3) the highest value of stock options and other stock based incentives awarded to the Executive with respect to one of the three calendar years immediately preceding the year of termination, which value shall be based upon the grant-date fair value of the award determined in accordance with SFAS 123(R) (“Share-Based Payments”). The amount shall be payable in twenty-four (24) equal monthly installmentssubject to federal, state and local tax withholdings. In addition, for a period of three (3) years from the date of termination of employment, Executive shall be entitled permitted to a continuation continue participation in, and the Bank shall maintain the same level of healthcontribution for, accidentExecutive’s participation in the Bank’s life, life disability, medical/health insurance and disability insurance other health and welfare benefits for twenty-four in effect with respect to Executive during the one (241) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if the payment described herein, when added year prior 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 or, if Bank cannot provide such benefits because Executive is no longer an excise tax under Code Section 4999employee, such payments shall be retroactively (if necessary) reduced a dollar amount equal to the extent necessary cost of Executive of obtaining such benefits (or substantially similar benefits). In addition, if permitted pursuant to avoid such imposition. Upon written notice to Executive, together with calculations the terms of Corporation’s independent auditorsthe plan, Executive shall remit receive additional retirement benefits to Corporation which he would have been entitled had his employment continued through the amount then remaining term 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.Agreement. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The , nor shall the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) shall not 7 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. (c) In the event that amounts or benefits payable hereunder, together with any other payments which Executive has a right to receive from the Corporation, the Bank, any affiliates or subsidiaries of the Corporation or the Bank, or any successors of any of the foregoing, result in the imposition of an excise tax under Internal Revenue Code Section 4999 (or any successor thereto), Executive shall be entitled to an additional “excise tax” adjustment payment in an amount such that, after the payment of all federal and state income and excise taxes, Executive will be in the same after-tax position as if no excise tax had been imposed. Any payment or benefit which is required to be included under Internal Revenue Code Sections 280G or 4999 (or any successor provisions thereto) for purposes of determining whether an excise tax is payable shall be deemed a payment “made to Executive” or a payment “which Executive has a right to receive” for purposes of this provision. The amounts payable Bank (or its successor) shall be responsible for the costs of calculation of the deductibility of payments end benefits and the excise tax by the Bank’s independent certified accountant and tax counsel and shall notify Executive of the amount of excise tax due prior to the time such excise tax is due. If at any time it is determined that the additional “excise tax” adjustment payment previously made to Executive was insufficient to cover the effect of the excise tax, the gross-up payment pursuant to this provision shall be increased to make Executive whole, including an amount to cover the payment of any penalties resulting from any incorrect or late payment of the excise tax resulting from the prior calculation. All such amounts required to be paid hereunder shall be paid at the time any withholdings may be required (or, if earlier, the time Executive shall be required to pay such amounts) under applicable law, and any additional amounts to which Executive may be entitled shall be paid or reimbursed no later than fifteen (15) days following confirmation of such amount by the Corporation’s independent accountants; provided however, that any payments to be made under this Section 8 6(c) shall constitute in all events be made no later than the end of the Executive’s sole and exclusive remedy taxable year next following the taxable year in which the Executive remits such excise tax payments. In the event any amounts paid hereunder are subsequently determined to be in error because estimates were required or otherwise, the parties agree to reimburse each other to correct such error, as appropriate, and to pay interest thereon at the applicable federal rate (as determined under Code Section 1274 for the period of involuntary termination without cause time such erroneous amount remained outstanding and unreimbursed). The parties recognize that the actual implementation of Executive’s employment by Corporation the provisions of this subsection are complex and agree to deal with each other in the absence of a Change in Controlgood faith to resolve any questions or disagreements arising hereunder.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by the Bank and the Corporation without Cause and no or Executive resigns for Good Reason, in each case other than within one hundred eighty (180) days of a Change in Control shall have occurred at Control, then the date of such termination, Bank and the Corporation shall pay Executive an amount his Accrued Benefits plus a lump sum payment equal to and no greater than two the sum of (2i) 2.99 times the Executive’s his Annual Base Salary as defined in Section 5(aand (ii) of this Agreementthe aggregate amount if all unpaid Retention Bonuses, if any, which amount shall be payable in twenty-four paid to Executive within sixty (2460) equal monthly installmentsdays following the date of his termination of employment. In addition, Executive shall be entitled to for a continuation period of health2.99 years from the date of termination of employment, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if 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 payment described herein, when added 2.99 years prior to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment if the Bank and the Corporation cannot provide such benefits because Executive is no longer an employee, the Bank and the Corporation 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, would result in the imposition of an excise tax under whichever shall first occur, subject to Code Section 4999, such payments shall be retroactively (409A if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise taxapplicable. Notwithstanding the foregoing or any other provision of this contract Agreement to the contrary, if any portion Executive shall forfeit his rights to receive the payments and benefits set forth in Section 7(a) unless he executes a general release of claims in favor of the amount herein payable to Bank and the Executive is determined Corporation in a form to be non-deductible pursuant to provided by the regulations promulgated under Section 280G Bank and the Corporation, and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after Executive’s termination of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.employment. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this Section 8 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by Corporation the Bank without Cause prior to the second anniversary date of this Agreement and no Change in Control shall have occurred at the date of such termination, Corporation the Bank shall pay Executive subject to Bank’s receipt of a release substantially in the form of Exhibit B an amount equal to and no greater than two (2) 2.0 times the Executive’s Annual Base Salary Agreed Compensation as defined in Section 5(asubsection (g) of this AgreementSection 4, which amount and shall be payable in twenty-four (24) equal monthly installmentsinstallments and shall be subject to federal, state and local tax withholdings commencing within thirty (30) days of termination of employment. In addition, Executive shall be entitled to for a continuation period of healthone (1) year from the date of termination of employment, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if the payment described hereinExecutive shall receive a continuation of all life, when added disability, medical insurance and other normal health and welfare benefits in effect with respect to all other amounts or benefits provided to or on behalf Executive as of the Executive in connection with his date of Executive’s termination of employment, would result or, if the Bank cannot provide such benefits because Executive is no longer an employee, the Bank shall reimburse Executive in an amount equal to the imposition of an excise tax under monthly premium paid by him to obtain substantially similar employee benefits which he enjoyed prior to termination, subject to Code Section 4999, such payments 409A if applicable. In the event that Executive’s employment is involuntarily terminated by the Bank without Cause after the second anniversary date of this Agreement and no Change in Control shall be retroactively (if necessary) reduced to have occurred at the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition date of such excise tax. Notwithstanding termination, the foregoing or any other provision of this contract Bank shall pay Executive subject to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise. The amount of payment provided for in this Section 8 (not continuation of benefits) shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of ExecutiveBank’s receipt of or right a release substantially in the form of Exhibit B an amount equal to receive any retirement or other benefits after and no greater than 1.0 times Executive’s Agreed Compensation as defined in subsection (g) of Section 4, and shall be payable in twelve (12) equal monthly installments and shall be subject to federal, state and local tax withholdings commencing within thirty (30) days of termination of employment. In addition, for a period of one (1) year form the date of termination of employment employment, or otherwise. (c) The amounts payable pursuant 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 this Section 8 shall constitute Executive’s sole and exclusive remedy in Executive as of the event of involuntary termination without cause date of Executive’s employment termination of employment, or, if the Bank cannot provide such benefits because Executive is no longer an employee, the Bank shall reimburse Executive in an amount equal to the monthly premium paid by Corporation in the absence of a Change in Controlhim to obtain substantially similar employee benefits which he enjoyed prior to termination, subject to Code Section 409A if applicable.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by Corporation HMS without Cause and no Change in Control shall have occurred at the date of such termination, Corporation upon execution of a mutual release, HMS shall pay Executive an amount equal to and no greater than two (2) 1.0 times the Executive’s Annual Base Salary Agreed Compensation as defined in Section 5(asubsection (g) of this AgreementSection 3, which amount and shall be payable in twenty-four twelve (2412) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance HMS’s employee benefits for twenty-four twelve (2412) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. HoweverIf Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, if HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. If 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 Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of CorporationHMS’s independent auditors, Executive shall remit to Corporation HMS 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this Section 8 7 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation HMS in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that If Executive’s 's employment is involuntarily terminated by Corporation Bank without Cause and no Change in Control shall have occurred at the date of such termination, Corporation then Bank shall pay Executive an amount equal to and no the greater than two (2) of the remaining balance of the Agreed Compensation otherwise due to the Executive for the remainder of the then existing Employment Period or 1.0 times the Executive’s Annual Base Salary 's Agreed Compensation as defined in Section 5(asubsection (g) of this AgreementSection 3, which amount shall be payable in twenty-four twelve (2412) equal monthly installmentsinstallments and shall be subject to federal, state and local tax withholdings. In addition, Executive shall be entitled to for a continuation period of healthone (1) year from the date of termination of employment, accident, life and disability insurance benefits for twenty-four (24) months 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 Execution Copy -------------- of employment, or, if Bank cannot provide such benefits because Executive is no longer an employee, a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). In addition, if permitted pursuant to the terms of the plan, Executive shall receive additional retirement benefits to which he would have been entitled had his employment continued through the then remaining term of the Agreement. However, if 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 Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of Corporation’s 's independent auditors, Executive shall remit to Corporation 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation Bank shall be required only to pay to Executive the amount determined to be deductible under Section 280G. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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 's receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (c) The amounts payable pursuant to this Section 8 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s 's employment is involuntarily terminated by Corporation E&B without Cause and no Change in Control shall have occurred at the date of such termination, Corporation E&B shall pay (or cause to be paid), in the aggregate, to Executive in cash, in an amount equal to and no greater than two (2) times the Executive’s 's Annual Base Salary in effect on the date of termination for the remainder of the then existing Employment Term, paid at the same intervals as defined in Section 5(athe salary is payable under Subsection (a) of this AgreementSection 4. Notwithstanding the preceding sentence, which amount shall be payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if the event that the payment described hereinin the preceding sentence, 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 Code Section 4999, such payments shall sum would be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s E&B's independent auditors, Executive shall remit to Corporation E&B 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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 's receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (c) To the extent benefits become payable under this Section 7 by reason of termination of Executive's employment on or after his attainment of age 621/2 , the amounts set forth in Section 6(a)(iv), if less than the amounts payable under this Section 7, shall be paid within thirty (30) days of such termination in lieu of the amount otherwise payable under this Section 7. (d) The amounts payable pursuant to this Section 8 7 shall constitute Executive’s 's sole and exclusive remedy in the event of involuntary termination without cause of Executive’s 's employment by Corporation E&B in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s 's employment is involuntarily terminated by Corporation Bank without Cause and no Change in Control shall have occurred at the date of such termination, Corporation HNC and Bank shall pay Executive an amount equal to and no greater than two (2) 1.0 times the Executive’s Annual Base Salary 's Agreed Compensation as defined in Section 5(asubsection (g) of this AgreementSection 3, which amount and shall be payable in twenty-four twelve (2412) equal monthly installmentsinstallments and shall be subject to federal, state and local tax withholdings. In addition, Executive shall be entitled to for a continuation period of healthone (1) year from the date of termination of employment, accident, life and disability insurance benefits for twenty-four (24) months 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 her termination of employment, or, if Bank cannot provide such benefits because Executive is no longer an employee, a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). In addition, if permitted pursuant to the terms of the plan, Executive shall receive additional retirement benefits to which she would have been entitled had her employment continued through the then remaining term of the Agreement. However, if 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 Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of Corporation’s HNC's independent auditors, Executive shall remit to Corporation HNC 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then Corporation Bank shall be required only to pay to Executive the amount determined to be deductible under Section 280G. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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 's receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (c) The amounts payable pursuant to this Section 8 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s 's employment is involuntarily terminated by Corporation without Cause and no Change in Control shall have occurred at the date of such termination, Corporation shall pay Executive an amount equal to and no greater than two three (23) times the Executive’s 's Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall be payable in twentythirty-four six (2436) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits for twentythirty-four six (2436) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if 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 Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s 's independent auditors, Executive shall remit to Corporation 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise. The amount of payment provided for in this Section 8 (not continuation of benefits) shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s 's receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (c) The amounts payable pursuant to this Section 8 shall constitute Executive’s 's sole and exclusive remedy in the event of involuntary termination without cause of Executive’s 's employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by the Bank and the Corporation without Cause and no or Executive resigns for Good Reason, in each case other than within two (2) years following a Change in Control shall have occurred at Control, then the date of such termination, Bank and the Corporation shall pay Executive an amount his Accrued Benefits plus a lump sum payment equal to and no greater than two three (23) times the Executive’s (i) his Annual Base Salary as defined in Section 5(aSalary; and (ii) his average cash bonus and other cash incentive compensation earned by him with respect to the three calendar years immediately preceding the year of this Agreementtermination, which amount shall be payable in twenty-four paid to Executive within sixty (2460) equal monthly installmentsdays following the date of his termination of employment. In addition, Executive shall be entitled to for a continuation period of healththree (3) years from the date of termination of employment, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if 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 payment described herein, when added three (3) years prior to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment if the Bank and the Corporation cannot provide such benefits because Executive is no longer an Executive, the Bank and the Corporation shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially similar health and welfare Executive benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of three (3) years from the date of termination of employment or until Executive secures substantially similar benefits through other employment, would result in the imposition of an excise tax under whichever shall first occur, subject to Code Section 4999, such payments shall be retroactively (409A if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise taxapplicable. Notwithstanding the foregoing or any other provision of this contract Agreement to the contrary, if any portion Executive shall forfeit his rights to receive the payments and benefits set forth in Section 7(a) unless he executes a general release of claims in favor of the amount herein payable to Bank and the Executive is determined Corporation in a form to be non-deductible pursuant to provided by the regulations promulgated under Section 280G Bank and the Corporation, and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after Executive’s termination of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.employment. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this Section 8 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated prior to the first anniversary date of this Agreement, by Corporation HMS without Cause and no Change in Control shall have occurred at as of the date of such termination, Corporation shall upon execution of a reasonable release satisfactory to HMS, HMS will provide Executive with the following pay Executive and benefits: (i) a payment in an amount equal to and no greater than two (2) 1.0 times the Executive’s then Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall be payable in twenty-four twelve (2412) equal monthly installments. In addition; and (ii) HMS 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, Executive which reimbursement shall be entitled to a continuation continue until the expiration of health, accident, life and disability insurance benefits for twenty-four (24) 12 months following 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. In the event that Executive’s employment is involuntarily terminated after the first anniversary date of this Agreement, by HMS without Cause and no Change in Control shall have occurred as of the date of such termination, upon execution of a reasonable release satisfactory to HMS, HMS will provide Executive with the following pay and benefits: (i) an amount equal to Executive’s then Annual Base Salary for the remainder of the then existing Employment Period that has not been paid to Executive as of the date his employment terminates pro-rated into monthly payments over the remaining Employment Period; and (ii) HMS 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, which reimbursement shall continue until the expiration of the existing Employment Period or until Executive secures substantially similar benefits through other employment, whichever shall first occur, subject to Code Section 409A if applicable. However, if in the payment event the payments 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 Code Section 4999, such the severance payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of CorporationHMS’s independent auditors, Executive shall remit to Corporation HMS 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 contract Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this Section 8 7 shall constitute Executive’s 's sole and exclusive remedy in the event of involuntary termination of Executive's employment by HMS without cause of Executive’s employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by Corporation and Bank without Cause and no Change in Control shall have occurred at as of the date of such termination, upon execution of a reasonable release satisfactory to Corporation shall and Bank, Corporation and Bank will provide Executive with the following pay Executive and benefits: (i) a payment in an amount equal to and no greater than two (2) 1.0 times the Executive’s then Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall be payable in twenty-four twelve (2412) equal monthly installments. In addition; and (ii) Corporation and Bank shall reimburse Executive in an amount equal to the monthly premium paid by her to obtain substantially similar employee benefits which she enjoyed prior to termination, Executive which reimbursement shall be entitled to a continuation continue until the expiration of health, accident, life and disability insurance benefits for twenty-four (24) 12 months following 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, if in the payment event the payments 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 Code Section 4999, such the severance payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of CorporationCorporation and Bank’s independent auditors, Executive shall remit to Corporation and 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 contract Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation and Bank shall be required only to pay to Executive the amount determined to be deductible under Section 280G. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this Section 8 7 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation and Bank without cause in the absence of a Change in ControlControl and shall represent the maximum extent of liability that Executive can claim against Corporation and Bank. (d) This Section 7 shall not apply if the Executive is terminated in connection with nonrenewal as provided in Section 3 of this Agreement.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that ExecutiveEmployee’s employment is involuntarily terminated by Bank and Corporation without Cause and no Change in Control shall have occurred at the date of such terminationtermination and provided Employee executes a release agreement in favor of the Bank and Corporation, then the Bank and Corporation shall pay Executive an amount Employee a lump sum payment equal to and no greater than two (2) times the Executive’s his Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall be payable in twenty-four (24) equal monthly installmentsSalary. In addition, Executive shall be entitled to for a continuation period of healthtwo (2) years from the date of termination of employment, accident, life and disability insurance benefits for twenty-four (24) months or until Executive Employee secures substantially similar benefits through other employment, whichever shall first occur. However, if Employee shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Employee during the payment described herein, when added two (2) years prior to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment If Bank and Corporation cannot provide such benefits because Employee is no longer an employee, Bank and Corporation shall reimburse 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 two (2) years from the date of termination of employment or until Employee secures substantially similar benefits through other employment, would result whichever shall first occur, subject to Code Section 409A if applicable. Notwithstanding any other provision, in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation 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 contract to the contrary, if any portion of the amount herein payable to the Executive event that Employee is determined to be non-deductible pursuant to the regulations promulgated under a key employee as that term is defined in Section 280G 409A of the Code, then Corporation shall be required only to pay to Executive the amount no payment that is determined to be deductible under deferred compensation subject to Section 280G.409A of the Code shall be made until the first day of the seventh month following 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 8 by seeking other employment or otherwise. The Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this Section 8 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by Corporation E&B without Cause and no Change in Control shall have occurred at the date of such termination, Corporation E&B shall pay (or cause to be paid), in the aggregate, to Executive in cash, in an amount equal to and no greater than two (2) times the Executive’s Annual Base Salary in effect on the date of termination for the remainder of the then existing Employment Term, paid at the same intervals as defined in Section 5(athe salary is payable under Subsection (a) of this AgreementSection 4. Notwithstanding the preceding sentence, which amount shall be payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if the event that the payment described hereinin the preceding sentence, 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 Code Section 4999, such payments shall sum would be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of CorporationE&B’s independent auditors, Executive shall remit to Corporation E&B 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) To the extent benefits become payable under this Section 7 by reason of termination of Executive’s employment on or after his attainment of age 621/2 , the amounts set forth in Section 6(a)(iv), if less than the amounts payable under this Section 7, shall be paid within thirty (30) days of such termination in lieu of the amount otherwise payable under this Section 7. (d) The amounts payable pursuant to this Section 8 7 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation E&B in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that ExecutiveEmployee’s employment is involuntarily terminated by Bank and Corporation without Cause and no Change in Control shall have occurred at the date of such terminationtermination and provided Employee executes a release agreement in favor of the Bank and Corporation, then the Bank and Corporation shall pay Executive an amount Employee a lump sum payment equal to and no greater than two (2) times the Executive’s his Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall be payable in twenty-four (24) equal monthly installmentsSalary. In addition, Executive shall be entitled to for a continuation period of healthtwo (2) years from the date of termination of employment, accident, life and disability insurance benefits for twenty-four (24) months or until Executive Employee secures substantially similar benefits through other employment, whichever shall first occur. However, if Employee shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Employee during the payment described herein, when added two (2) years prior to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment if Bank and Corporation cannot provide such benefits because Employee is no longer an employee, Bank and Corporation shall reimburse 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 two (2) years from the date of termination of employment or until Employee secures substantially similar benefits through other employment, would result whichever shall first occur, subject to Code Section 409A if applicable. Notwithstanding any other provision, in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation 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 contract to the contrary, if any portion of the amount herein payable to the Executive event that Employee is determined to be non-deductible pursuant to the regulations promulgated under a key employee as that term is defined in Section 280G 409A of the Code, then Corporation shall be required only to pay to Executive the amount no payment that is determined to be deductible under deferred compensation subject to Section 280G.409A of the Code shall be made until the first day of the seventh month following 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 8 by seeking other employment or otherwise. The Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this Section 8 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by the Bank and the Corporation without Cause and no or Executive resigns for Good Reason, in each case other than within two (2) years following a Change in Control shall have occurred at Control, then the date of such termination, Bank and the Corporation shall pay Executive an amount his Accrued Benefits plus a lump sum payment equal to and no the greater than two of (2a) times the Executive’s sum of (i) his unpaid Annual Base Salary as defined in Section 5(athrough the Employment Period, or June 30, 2026; and (ii) Executive’s average cash bonus and other cash incentive compensation earned by him with respect to the three calendar years immediately preceding the year of this Agreementtermination; or (b) the sum of (i) one (1) times (i) his Annual Base Salary; and (ii) his average cash bonus and other cash incentive compensation earned by him with respect to the three calendar years immediately preceding the year of termination, which amount shall be payable in twenty-four paid to Executive within sixty (2460) equal monthly installmentsdays following the date of his termination of employment. In addition, Executive shall be entitled to for a continuation period of healthone (1) year from the date of termination of employment, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if 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 payment described herein, when added one (1) year prior to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment if the Bank and the Corporation cannot provide such benefits because Executive is no longer an Executive, the Bank and the Corporation shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially similar health and welfare Executive benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of one (1) year from the date of termination of employment or until Executive secures substantially similar benefits through other employment, would result in the imposition of an excise tax under whichever shall first occur, subject to Code Section 4999, such payments shall be retroactively (409A if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise taxapplicable. Notwithstanding the foregoing or any other provision of this contract Agreement to the contrary, if any portion Executive shall forfeit his rights to receive the payments and benefits set forth in Section 7(a) unless he executes a general release of claims in favor of the amount herein payable to Bank and the Executive is determined Corporation in a form to be non-deductible pursuant to provided by the regulations promulgated under Section 280G Bank and the Corporation, and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after Executive’s termination of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.employment. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this Section 8 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement shall terminate automatically in the event that Executive’s employment is involuntarily terminated by Corporation HMS without Cause and no Change in Control shall have occurred at as of the date of such termination, Corporation shall upon Executive’s execution of a release of claims satisfactory to HMS, HMS will provide Executive with the following pay Executive and benefits: (i) a payment in an amount equal to and no greater than two (2) 1.0 times the Executive’s then Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall be payable in twenty-four twelve (2412) equal monthly installments. In addition; and (ii) HMS 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, Executive which reimbursement shall be entitled to a continuation continue until the expiration of health, accident, life and disability insurance benefits for twenty-four (24) 12 months following 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, if in the payment event the payments 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 Code Section 4999, such the severance payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of CorporationHMS’s independent auditors, Executive shall remit to Corporation HMS 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 contract Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this Section 8 7 shall constitute Executive’s 's sole and exclusive remedy in the event of involuntary termination of Executive's employment by HMS without cause of Executive’s employment by Corporation in the absence of a Change in ControlControl and shall represent the maximum extent of liability that Executive can claim against HMS, HNC, or Millennium. (d) The provisions of Section 7(a) of this Agreement shall not apply in the event of a non-renewal of this Agreement pursuant to Section 3(a). In that event, Executive shall be limited to the pay and benefits described in Section 3(g) of this Agreement.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by Corporation HMS without Cause and no Change in Control shall have occurred at prior to the date of such termination, Corporation upon execution of a mutual release, HMS shall pay Executive an amount equal to and no greater than two (2) 1.0 times the Executive’s Annual Base Salary Agreed Compensation as defined in Section 5(asubsection (g) of this AgreementSection 3, which amount and shall be payable in twenty-four twelve (2412) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance HMS’s employee benefits for twenty-four twelve (2412) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, if in 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 Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of CorporationHMS’s independent auditors, Executive shall remit to Corporation HMS 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this Section 8 7 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation HMS in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s 's employment is involuntarily terminated by Corporation without Cause and no Change in Control shall have occurred at the date of such termination, Corporation shall pay Executive an amount equal to and no greater than two (2) times the Executive’s 's Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall be payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if 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 Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s 's independent auditors, Executive shall remit to Corporation 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise. The amount of payment provided for in this Section 8 (not continuation of benefits) shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s 's receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (c) The amounts payable pursuant to this Section 8 shall constitute Executive’s 's sole and exclusive remedy in the event of involuntary termination without cause of Executive’s 's employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s 's employment is involuntarily terminated by Corporation and/or Bank without Cause and no Change in Control shall have occurred at the date of such termination, Corporation and Bank shall pay Executive an amount equal to and no greater than two (2) 2.0 times the Executive’s Annual Base Salary as defined in Section 5(a) 's Agreed Compensation or the remaining balance of this Agreementthe Agreed Compensation otherwise due to the Executive for the remainder of the then existing Employment Period, which amount whichever is greater, and shall be payable in twenty-four (24) equal monthly installmentsinstallments and shall be subject to federal, state and local tax withholdings. In addition, Executive shall be entitled to a continuation for the remainder of health, accident, life and disability insurance benefits for twenty-four (24) months the then existing Employment Period 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, a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). In addition, if permitted pursuant to the terms of the plan, Executive shall receive additional retirement benefits to which he would have been entitled had his employment continued through the then remaining term of the Agreement. In lieu of continued pension, welfare and other benefits, Executive may elect to receive a lump sum cash payment equal to 25% of the payments to be received for termination of the Agreement under this provision. However, if 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 Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of Corporation’s 's independent auditors, Executive shall remit to Corporation 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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 's receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (c) The amounts payable pursuant to this Section 8 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by Corporation without Cause and no Change in Control shall have occurred at the date of such termination, Corporation shall pay Executive an amount equal to and no greater than two (2) times the Executive’s Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall be payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if 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 Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise. The amount of payment provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this Section 8 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s 's employment is involuntarily terminated by Corporation Bank without Cause and no Change in Control shall have occurred at the date of such termination, Corporation HNC and Bank shall pay Executive an amount equal to and no greater than two (2) 1.0 times the Executive’s Annual Base Salary 's Agreed Compensation as defined in Section 5(asubsection (g) of this AgreementSection 3, which amount and shall be payable in twenty-four twelve (2412) equal monthly installmentsinstallments and shall be subject to federal, state and local tax withholdings. In addition, Executive shall be entitled to for a continuation period of healthone (1) year from the date of termination of employment, accident, life and disability insurance benefits for twenty-four (24) months 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 Bank cannot provide such benefits because Executive is no longer an employee, a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). In addition, if permitted pursuant to the terms of the plan, Executive shall receive additional retirement benefits to which he would have been entitled had his employment continued through the then remaining term of the Agreement. However, if 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 Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of Corporation’s HNC's independent auditors, Executive shall remit to Corporation HNC 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then Corporation Bank shall be required only to pay to Executive the amount determined to be deductible under Section 280G. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this Section 8 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Control.this

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s employment is involuntarily terminated by the Corporation and the Bank without Cause and no Change in Control shall have has occurred at the date of such terminationtermination and such termination constitutes a Separation of Service, Corporation then the Bank shall pay Executive an amount equal to the Executive’s remaining Annual Base Salary that would otherwise be due and no greater than two (2) payable under the Agreement to the Executive for the remaining Employment Period, minus applicable taxes and withholdings, payable in equal monthly installments over the remaining Employment Period. Such amount in the aggregate shall not exceed 2.99 times the Executive’s Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall or be payable in twenty-four (24) equal monthly installmentsless than 1.00 times Executive’s Annual Base Salary. In addition, Executive shall be entitled to for a continuation period of healthone (1) year from the date of Separation of Service, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits of comparable coverage through other employment, whichever shall first occur. However, 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 one (1) year prior to his termination of employment at the time of his termination of employment under the terms of and as provided by the medical insurance plan then in effect in which he and his spouse were participants, or, if the payment described hereinBank cannot legally provide such benefits because Executive is no longer an employee, when added to all other amounts or benefits provided to future law or on behalf of plans do not permit so, the Bank shall reimburse Executive in connection with his termination of employmentan amount equal to the monthly premium paid by him to obtain comparable coverage for employee benefits which he enjoyed prior to termination, would result in the imposition of an excise tax under subject to Code Section 4999, such payments shall be retroactively (409A if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.applicable. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise. The Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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. (c) The amounts payable pursuant to this . This Section 8 and the provisions and terms hereof shall constitute Executive’s sole be subject to Sections 19 and exclusive remedy in the event 21 of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Controlthis Agreement.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that If Executive’s 's employment is involuntarily terminated by the Corporation or the Bank without Cause and no or is terminated by Executive for Good Reason pursuant to Section 3.3 (other than a Termination Pursuant to a Change in Control Control), then Bank shall have occurred at the date of such pay (or cause to be paid) to Executive, within twenty (20) days following termination, Corporation shall pay Executive an amount a lump sum cash payment equal to and no greater than two one (1) times the sum of (l) the highest Annual Base Salary during the immediately preceding three calendar years, (2) times the Executive’s Annual Base Salary as defined in Section 5(ahighest cash bonus and other cash incentive compensation earned by Executive with respect to one of the three calendar years immediately preceding the year of termination and (3) the highest value of this Agreementstock options and other stock-based incentives awarded to the Executive with respect to one of the three calendar years immediately preceding the year of termination, which value shall be based upon the grant date fair value of the award determined in accordance with FASB ASC Topic 718 or any amendments or supplements thereto ("Share-Based Payments"). The amount shall be payable in twenty-four (24) equal monthly installmentssubject to federal, state and local tax withholdings. In addition, Executive shall be entitled to for a continuation period of health, accident, life and disability insurance benefits for twenty-four one (241) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if year from the payment described herein, when added to all other amounts or benefits provided to or on behalf date of the Executive in connection with his termination of employment, would result Executive shall be permitted to continue participation in, and the Bank shall maintain the same level of contribution for, Executive's participation in the imposition Bank's life, disability, medical/health insurance and other health and welfare benefits in effect with respect to Executive during the one (1) year prior to her termination of employment, or, if Bank cannot provide such benefits because Executive is no longer an excise tax under Code Section 4999employee, such payments shall be retroactively (if necessary) reduced a dollar amount equal to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay cost to Executive the amount determined to be deductible under Section 280G.of obtaining such benefits (or substantially similar benefits). (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The , nor shall the amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) shall not 7 be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s 's receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (c) The amounts payable pursuant to this Section 8 shall constitute Executive’s sole and exclusive remedy in the event of involuntary termination without cause of Executive’s employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s 's employment is involuntarily terminated by Corporation HMS without Cause and no Change in Control shall have occurred at as of the date of such termination, Corporation shall upon execution of a mutual release, HMS will provide Executive with the following pay Executive and benefits: (i) a payment in an amount equal to and no the greater than two (2) of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times the Executive’s Annual Base Salary as defined in Section 5(a) of this Agreement, which 's Agreed Compensation. Such amount shall be payable in twenty-four twelve (2412) equal monthly installments. In addition; and (ii) subject to plan terms, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits Executive’s continued participation in HMS's employee benefit plans for twenty-four twelve (2412) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, if in the payment payments 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 Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s HMS's independent auditors, Executive shall remit to Corporation HMS 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 contract Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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 's receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (c) The amounts payable pursuant to this Section 8 7 shall constitute Executive’s 's sole and exclusive remedy in the event of involuntary termination of Executive's employment by HMS without cause of Executive’s employment by Corporation in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s 's employment is involuntarily terminated by Corporation E&B without Cause and no Change in Control shall have occurred at the date of such termination, Corporation E&B shall pay (or cause to be paid), in the aggregate, to Executive in cash, in an amount equal to and no greater than two (2) times the Executive’s 's Annual Base Salary in effect on the date of termination for the remainder of the then existing Employment Term, paid at the same intervals as defined in Section 5(athe salary is payable under Subsection (a) of this AgreementSection 4. Notwithstanding the preceding sentence, which amount shall be payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if the event that the payment described hereinin the preceding sentence, 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 Code Section 4999, such payments shall sum would be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s E&B's independent auditors, Executive shall remit to Corporation E&B 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 7 by seeking other employment or otherwise. The amount of payment or the benefit provided for in this Section 8 (not continuation of benefits) 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 's receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (c) To the extent benefits become payable under this Section 7 by reason of termination of Executive's employment on or after his attainment of age 621/2 , the amounts set forth in Section 6(a)(iv), if less than the amounts payable under this Section 7, shall be paid within thirty (30) days of such termination in lieu of the amount otherwise payable under this Section 7. (d) The amounts payable pursuant to this Section 8 7 shall constitute Executive’s 's sole and exclusive remedy in the event of involuntary termination without cause of Executive’s 's employment by Corporation E&B in the absence of a Change in Control.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive’s 's employment is involuntarily terminated by Corporation without Cause and no Change in Control shall have occurred at the date of such termination, Corporation shall pay Executive an amount equal to and no greater than two (2) times the Executive’s 's Annual Base Salary as defined in Section 5(a) of this Agreement, which amount shall be payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to a continuation of health, accident, life and disability insurance benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. However, if 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 Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of Corporation’s 's independent auditors, Executive shall remit to Corporation 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 contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise. The amount of payment provided for in this Section 8 (not continuation of benefits) shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s 's receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (c) The amounts payable pursuant to this Section 8 shall constitute Executive’s 's sole and exclusive remedy in the event of involuntary termination without cause of Executive’s 's employment by Corporation in the absence of a Change in Control.