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

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a) of this Agreement) to Corporation, Bank and Services Company, Executive shall be entitled to receive the compensation and benefits set forth below: (i) a lump sum equal to two (2) times the Executive’s Annual Base Salary as defined in Section 5(a), which amount shall be subject to federal, state and local tax withholdings; and (ii) for a period of two (2) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all health, accident, life and disability insurance benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation 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. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under 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 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”), 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 7 by seeking other employment or otherwise. The amount of payment provided for in this Section 7(a)(i) shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank and Services CompanyHMS only (not the Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive’s employment, a “Change in Control” (ias defined in Section 5(b) a lump sum of this Agreement) has also occurred, HMS shall pay Executive an amount equal to two (2) and no greater than 2.0 times the Executive’s Annual Base Salary Agreed Compensation as defined in subsection (g) of Section 5(a)3, which amount shall be subject payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to federal, state and local tax withholdings; and a continuation of HMS’s employee benefits for twenty-four (ii24) for a period of two (2) years from the date of termination of employment, months or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all health, accident, life and disability insurance benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation cannot provide such benefits because . If Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, a dollar HMS will pay Executive the amount equal of money that it would have cost HMS to provide the cost benefits to Executive of obtaining such benefits or substantially similar benefitsExecutive. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under 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 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 Internal Revenue Code of 1986Code, as amended (the “Code”), the Corporation then 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 7 6 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 7(a)(i) 6 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank Corporation and Services CompanyBank, Executive shall be absolutely entitled to receive the compensation and benefits set forth below: (i) a lump sum equal to two (2) times If, at the time of termination of Executive’s Annual Base Salary employment, a “Change in Control” (as defined in Section 5(a)5(b)(i) of this Agreement) has also occurred, which Corporation or Bank shall pay Executive an amount equal to and no greater than 1.99 times Executive’s Base Amount as defined in subsection (j) of Section 3, minus applicable taxes and withholdings. Such payment shall be subject to federalpaid in a lump sum. In addition, state and local tax withholdings; and (ii) for a period of two (2) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all healthlife, accidentdisability, life medical insurance and disability insurance 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 and Twenty percent (120%) of Bank’s cost to provide such benefits to an employee. However, in the event 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 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 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”), 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 may file with the Company an election to mitigate receive the severance amount of any payment provided for pursuant to Section 6(a)(i) in installments. (i) If Executive elects installment payments then the severance amount described in Section 6(a)(i) 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 7 by seeking other employment or otherwise6(b) must be made at least twelve (12) months prior to Executive’s termination of employment. The amount of payment provided for in this Section 7(a)(i) shall not be reduced by any compensation earned An election by Executive as made within the result of employment by another employer or by reason of twelve (12) month period prior to Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwiseshall be null and void and the severance amount shall be paid in accordance with Section 6(a)(i).

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank and Services CompanyHMS only (not the Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive's employment, a "Change in Control" (as defined in Section 5(b) of this Agreement) has also occurred, upon execution of a release satisfactory to HMS, HMS will provide Executive with the following pay and benefits: (i) a lump sum payment in an amount equal to two (2) and no greater than 2.0 times the Executive’s Annual Base Salary 's Agreed Compensation as defined in subsection (g) of Section 5(a)3, which amount shall be subject to federal, state payable in twelve (12) equal monthly installments; and local tax withholdings; and (ii) subject to plan terms, Executive’s continued participation in HMS's employee benefit plans for a period of two twelve (212) years from the date of termination of employment, months or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all health, accident, life and disability insurance benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation cannot provide such benefits because . If Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, a dollar HMS will pay Executive the amount equal of money that it would have cost HMS to provide the cost benefits to Executive of obtaining such benefits or substantially similar benefitsExecutive. However, in the event 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 excise tax 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 maybe 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 Internal Revenue Code of 1986Code, as amended (the “Code”), the Corporation then 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 7 6 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 7(a)(i) 6 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 o£ or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank Bancorp and Services CompanyBank, Executive shall be absolutely entitled to receive the compensation and benefits set forth below: (i) If, at the time of termination of Executive's employment, a lump sum equal to two "Tax Change" (2) times the Executive’s Annual Base Salary as defined in Section 5(a)6(a)(iii) of this Agreement) has also occurred, which amount Bancorp and Bank shall be subject make, in the aggregate, a lump-sum cash payment to federal, state and local tax withholdings; and Executive no later than thirty (ii30) for a period of two (2) years from days following the date of such termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all health, accident, life and disability insurance benefits in effect with respect to Executive during the two an amount (2"X") years prior to his termination of employment, or, if Corporation 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. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under 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 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 following formula: X = (2.99A - B) x (1 + C)D. For the purpose of the foregoing formula, A = Executive's base amount, determined pursuant to Section 280G 28OG(b)(3)(A) of the Internal Revenue Code of 1986, as amended (the “"Code”"); B = the present value of all other amounts which qualify as parachute payments under Code Section 28OG(b)(2)(A) or (B) (without regard to the provisions of Code Section 28OG(b)(2)(A)(ii)), the Corporation shall be required only to pay to Executive the amount determined such present value to be deductible under determined pursuant to the provisions of Code Section 280G. 28OG; C = 120% times 0.5 times the lowest of the semiannual applicable federal rates (bdetermined pursuant to Code Section 1274(d)) Executive shall not be required in effect on the date of the "Tax Change"; and D = the number of whole semiannual periods plus any fraction of a semiannual period from the later of the date of the "Tax Change" or the Change in Control to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise. The amount of payment provided for in this Section 7(a)(i) 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 Executive's employment. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if the amount determined under "B" above equals or exceeds 2.99 times the amount determined under "A" above, no payment shall be made to Executive under this Section 6, nor shall Executive be required to make any payment to Bancorp or Bank. (ii) If, at the time of termination of Executive's employment, a "Tax Change" has not occurred, Bancorp shall make a lump-sum cash payment to Executive no later than thirty (30) days following the date of such termination in an amount equal to (A) 2.99 times the lesser of (I) Executive's base amount determined pursuant to the principles set forth in the regulations promulgated under Code Section 28OG(b)(3)(A) and as though a "Tax Change" had occurred on the date of Executive's termination of employment and (II) Executive's base amount so determined but as though a "Tax Change" will occur in the calendar year following the date of Executive's termination of employment, minus (B) any other amounts paid or otherwisepayable within thirty (30) days following Executive's termination of employment which would constitute (or be presumed to constitute) parachute payments under Code Section 28OG(b)(2)(A) or (B) (without regard to the provisions of Code Section 28OG(b)(2)(A)(ii)) if a "Tax Change" had occurred on the date of such termination of employment. (iii) For purposes of this Agreement, "Tax Change" means a change (A) in the ownership or effective control of Bancorp or (B) in the ownership of a substantial portion of the assets of Bancorp, determined pursuant to regulations promulgated under Section 28OG of the Code. Such term also means any similar change with respect to Bank or an affiliate, to the extent provided in such regulations.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank Corporation and Services CompanyBank, Executive shall be absolutely entitled to receive the compensation and benefits set forth below: (i) a lump sum equal to two (2) times If, at the time of termination of Executive’s Annual Base Salary employment, a “Change in Control” (as defined in Section 5(a)5(b)(i) of this Agreement) has also occurred, which Corporation or Bank shall pay Executive an amount equal to and no greater than 2.99 times Executive’s Base Amount as defined in subsection (j) of Section 3, minus applicable taxes and withholdings. Such payment shall be subject to federalpaid in a lump sum. In addition, state and local tax withholdings; and (ii) for a period of two three (23) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all healthlife, accidentdisability, life medical insurance and disability insurance 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 and Twenty percent (120%) of Bank’s cost to provide such benefits to an employee. However, in the event 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 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 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”), 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 may file with the Company an election to mitigate receive the severance amount of any payment provided for pursuant to Section 6(a)(i) in installments. (i) If Executive elects installment payments then the severance amount described in Section 6(a)(i) 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 7 by seeking other employment or otherwise6(b) must be made at least twelve (12) months prior to Executive’s termination of employment. The amount of payment provided for in this Section 7(a)(i) shall not be reduced by any compensation earned An election by Executive as made within the result of employment by another employer or by reason of twelve (12) month period prior to Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwiseshall be null and void and the severance amount shall be paid in accordance with Section 6(a)(i).

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank and Services CompanyHMS only (not the Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive's employment, a "Change in Control" (as defined in Section 5(b) of this Agreement) has also occurred, upon execution of a release satisfactory to HMS, HMS will provide Executive with the following pay and benefits: (i) a lump sum payment in an amount equal to two (2) and no greater than 2.99 times the Executive’s Annual Base Salary 's Agreed Compensation as defined in subsection (g) of Section 5(a)3, which amount shall be subject to federal, state payable in thirty-six (36) equal monthly installments; and local tax withholdings; and (ii) subject to plan terms, Executive’s continued participation in HMS's employee benefit plans for a period of two thirty-six (236) years from the date of termination of employment, months or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all health, accident, life and disability insurance benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation cannot provide such benefits because . If Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, a dollar HMS will pay Executive the amount equal of money that it would have cost HMS to provide the cost benefits to Executive of obtaining such benefits or substantially similar benefitsExecutive. However, in the event 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 excise tax 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 maybe 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 Internal Revenue Code of 1986Code, as amended (the “Code”), the Corporation then 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 7 6 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 7(a)(i) 6 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 o£ or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Intention to Collect Benefits or a Notice of Termination, pursuant to Section 6(a5(a) of this Agreement) , to Corporation, Bank and Services Company, Executive shall be entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive’s employment, a “Change in Control” (ias defined in Section 5(b) of this Agreement) has also occurred, Corporation shall pay Executive a lump sum amount, equal to two (2) and no greater than 2.99 times the Executive’s Annual Base Salary Agreed Compensation (as defined in Section 5(a3(f) of this Agreement), the payment of which amount shall be subject to federalapplicable taxes and withholdings. In addition, state and local tax withholdings; and (ii) for a period of two three (23) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all healthlife, accidentdisability, life medical insurance and disability insurance 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 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). However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under 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 as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing forgoing 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 Internal Revenue Code of 1986, as amended (the “Code”), 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 7 6 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 7(a)(i) 6 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank HNC and Services CompanyBank, Executive shall be absolutely entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive's employment, a "Change in Control" (i) a lump sum equal to two (2) times the Executive’s Annual Base Salary as defined in Section 5(a)5(b) of this Agreement) has also occurred, Bank shall pay Executive an amount equal to and no greater than 2.0 times the Executive's Agreed Compensation as defined in subsection (g) of Section 3, minus applicable taxes and withholdings, which amount shall be subject to federalpayable in twenty-four (24) equal monthly installments. In addition, state and local tax withholdings; and (ii) for a period of two (2) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all healthlife, accidentdisability, life medical insurance and disability insurance 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 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). If permitted under 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, 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”"), the Corporation then HNC 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 7 6 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 7(a)(i) 6 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.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank Corporation and Services CompanyBank, Executive shall be absolutely entitled to receive the compensation and benefits set forth below: (i) a lump sum equal to two (2) times If, at the time of termination of Executive’s Annual Base Salary employment, a “Change in Control” (as defined in Section 5(a)5(b)(i) of this Agreement) has also occurred, which Corporation or Bank shall pay Executive an amount equal to and no greater than 1.99 times Executive’s Base Amount as defined in subsection (j)of Section 3, minus applicable taxes and withholdings. Such payment shall be subject to federalpaid in a lump sum. In addition, state and local tax withholdings; and (ii) for a period of two (2) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all healthlife, accidentdisability, life medical insurance and disability insurance 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 and Twenty percent (120%) of Bank’s cost to provide such benefits to an employee. However, in the event 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 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 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”), 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 may file with the Company an election to mitigate receive the severance amount of any payment provided for pursuant to Section 6(a)(i) in installments. (i) If Executive elects installment payments then the severance amount described in Section 6(a)(i) 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 7 by seeking other employment or otherwise6(b) must be made at least twelve (12) months prior to Executive’s termination of employment. The amount of payment provided for in this Section 7(a)(i) shall not be reduced by any compensation earned An election by Executive as made within the result of employment by another employer or by reason of twelve (12) month period prior to Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwiseshall be null and void and the severance amount shall be paid in accordance with Section 6(a)(i).

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank and Services CompanyHMS only (not the Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive's employment, a "Change in Control" (as defined in Section 5(b) of this Agreement) has also occurred, upon execution of a release satisfactory to HMS, HMS will provide Executive with the following pay and benefits: (i) a lump sum payment in an amount equal to two (2) and no greater than 1.0 times the Executive’s Annual Base Salary 's Agreed Compensation as defined in subsection (g) of Section 5(a)3, which amount shall be subject to federal, state payable in twelve (12) equal monthly installments; and local tax withholdings; and (ii) subject to plan terms, Executive’s continued participation in HMS's employee benefit plans for a period of two twelve (212) years from the date of termination of employment, months or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all health, accident, life and disability insurance benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation cannot provide such benefits because . If Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, a dollar HMS will pay Executive the amount equal of money that it would have cost HMS to provide the cost benefits to Executive of obtaining such benefits or substantially similar benefitsExecutive. However, in the event 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 excise tax 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 maybe 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 Internal Revenue Code of 1986Code, as amended (the “Code”), the Corporation then 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 7 6 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 7(a)(i) 6 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 o£ or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank Corporation and Services CompanyBank, Executive shall be entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive's employment, a "Change in Control" (i) a lump sum equal to two (2) times the Executive’s Annual Base Salary as defined in Section 5(a)5(b) of this Agreement) has also occurred, Corporation and Bank shall pay Executive a lump sum amount equal to and no greater than 2.99 times the Executive's Agreed Compensation as defined in Section 3(f) of this Agreement (the payment of which amount shall be subject to federalapplicable taxes and withholdings). In addition, state and local tax withholdings; and (ii) for a period of two three (23) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all healthlife, accidentdisability, life medical insurance and disability insurance 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). If permitted under the terms of the plan, Executive may continue to participate in all qualified and non- qualified retirement plans as if his employment had continued through the then remaining term of the Agreement. If Executive is not eligible to participate in non- qualified or qualified retirement plans, Executive will receive a lump sum cash payment equal to 29% of the payments to be received for termination of the Agreement under this provision. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under 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-non- deductible pursuant to the regulations promulgated under Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), 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 7 6 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 7(a)(i) 6 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.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank Corporation and Services CompanyBank, Executive shall be absolutely entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive's employment, a "Change in Control" (i) a lump sum equal to two (2) times the Executive’s Annual Base Salary as defined in Section 5(a)5(b) of this Agreement) has also occurred, Bank shall pay Executive an amount equal to and no greater than 2.99 times the Executive's Agreed Compensation as defined in subsection (g) of Section 3, minus applicable taxes and withholdings, which amount shall be subject to federalpayable in thirty-six (36) equal monthly installments. In addition, state and local tax withholdings; and (ii) for a period of two three (23) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all healthlife, accidentdisability, life medical insurance and disability insurance 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 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). If permitted under 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, 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 Internal Revenue Code of 1986Code, as amended (the “Code”), the 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 7 6 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 7(a)(i) 6 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 Execution Copy -------------- receive any retirement or other benefits after the date of termination of employment or otherwise.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank Corporation and Services CompanyBank, Executive shall be absolutely entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive's employment, a "Change in Control" (i) a lump sum equal to two (2) times the Executive’s Annual Base Salary as defined in Section 5(a)5(b) of this Agreement) has also occurred, Bank shall pay Executive an amount equal to and no greater than 2.99 times the Executive's Agreed Compensation as defined in subsection (g) of Section 3, minus applicable taxes and withholdings, which amount shall be subject to federalpayable in thirty-six (36) equal monthly installments. Execution Copy -------------- In addition, state and local tax withholdings; and (ii) for a period of two three (23) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all healthlife, accidentdisability, life medical insurance and disability insurance 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 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). If permitted under 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, 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 Internal Revenue Code of 1986Code, as amended (the “Code”), the 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 7 6 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 7(a)(i) 6 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.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank Corporation and Services CompanyBank, Executive shall be entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive’s employment, a “Change in Control” (ias defined in Section 5(b) of this Agreement) has also occurred, Corporation and Bank shall pay Executive a lump sum amount equal to and no greater than two (2) times the Executive’s Annual Base Salary Agreed Compensation as defined in subsection (a) of Section 5(a)4, minus applicable taxes and withholdings. In addition, if Executive and his dependents who are qualified beneficiaries are eligible to elect continuation of health insurance benefits under 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 amount reimbursement shall be subject continue until the first of the following to federal, state and local tax withholdings; and occur: (iii) for a period the expiration of two (2) years from 18 months following the date of termination of employment, or until the Employment Period and (ii) the qualification of Executive secures and his qualified beneficiaries for substantially similar benefits through other employment, whichever equivalent coverage under any health insurance policy maintained by any future employer of Executive. Reimbursement as provided for herein shall first occur, Executive shall receive a continuation of all health, accident, life and disability insurance benefits in effect with respect be made by the Employer to Executive during monthly within five (5) business days following the two (2) years prior to his termination of employment, or, if Corporation cannot provide such benefits because presentation by Executive is no longer an employee, a dollar amount equal to the cost 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 Executive the Employer) of obtaining such benefits or substantially similar benefitsthe monthly COBRA continuation coverage premium for that month. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under 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 the Internal Revenue Code of 1986, as amended (the “Code”)G, the 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 7 6 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 7(a)(i) 6 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) Notwithstanding any other provision, in the event that Executive is determined to be a key employee as that term is defined in Code Section 409A no payment shall be made until one day following six months from the date of separation of service as that term is defined in Code Section 409A.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank HNC and Services CompanyBank, Executive shall be absolutely entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive's employment, a "Change in Control" (i) a lump sum equal to two (2) times the Executive’s Annual Base Salary as defined in Section 5(a)5(b) of this Agreement) has also occurred, which HNC and Bank shall pay Executive a lump sum amount shall be subject equal to federaland no greater than 2.99 times the Executive's Agreed Compensation as defined in subsection (g) of Section 3, state minus applicable taxes and local tax withholdings; and (ii) . In addition, for a period of two three (23) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all healthlife, accidentdisability, life medical insurance and disability insurance 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 HNC 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). If permitted under 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, in the event 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 excise tax imposition. Upon written notice imposition and any incremental income taxes he may be required to Executive, together with calculations of Corporation’s independent auditors, Executive shall remit to Corporation the amount pay by reason of the reduction plus such interest as may be necessary to avoid the imposition receipt of such excise tax. Notwithstanding the foregoing or any other provision of additional amounts under 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”), the 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 7 6 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 7(a)(i) 6 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.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive Employee delivers a Notice of Termination (as defined in Section 6(a) of this Agreement) to CorporationLeesport and Leesport Bank, Bank and Services Company, Executive Employee shall be absolutely entitled to receive the compensation and benefits determined in the manner set forth below: (i) Leesport or Leesport Bank shall make (or cause to be made) a lump lump-sum cash payment to Employee no later than thirty (30) days following the date of such termination in an amount equal to the greater of (A) two (2) times the Executivesum of (i) Employee’s then Annual Base Salary as defined in and (ii) the average of the amount(s) paid to him (or otherwise accrued) annually under Section 5(a5(b) during the Employment Period or (B) the present value of the series of payments that would be made to him, pursuant to Section 8(a)(i), which amount shall be subject to federal, state and local tax withholdings; andif his termination were governed by Section 8. (ii) for a period For purposes of two Section 7(a)(i) hereof, the present value of each payment described in Clause (2B) years from of Section 7(a)(i) shall be determined using the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all health, accident, life and disability insurance benefits relevant “applicable federal rate(s)” in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation 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. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under 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 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 1274 of the Internal Revenue Code of 1986, as amended (the “Code”), on the Corporation date of Employee’s termination of employment. (iii) In no event shall the termination payment otherwise required under this section be made to the extent it would trigger a reduction in tax deductions under Code Section 280G. If Code Section 280G would apply to such payment when made, the amount of such payment shall be required only reduced to pay the maximum amount that can be paid without triggering the reduction in tax deductions. If Code Section 280G would become applicable to Executive the termination payment after it is made, Employee shall be obligated to repay such amount as may be necessary to avoid such application, determined to be deductible under as provided in the last sentence of Section 280G.8(a) hereof. (b) Executive Employee shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise. The amount of payment provided for in this Section 7(a)(i) 7 shall not be reduced by any compensation earned by Executive Employee as the result of employment by another employer or by reason of ExecutiveEmployee’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

Rights in Event of Termination of Employment Following Change in Control. (a) In Except as provided in Section 6(b) below (relating to a Board Approved Change in Control), in the event that a Change in Control occurs and Executive Employee delivers a Notice of Termination to Company and E&B, E&B shall make (as defined in Section 6(a) of this Agreement) or cause to Corporation, Bank and Services Company, Executive shall be entitled to receive the compensation and benefits set forth below: (imade) a lump sum cash payment to Employee no later than thirty (30) days following the date of such termination in an amount equal to two (2) times the ExecutiveEmployee’s then Annual Base Salary as defined Salary. (b) Notwithstanding the provisions of Section 6(a) hereof, in Section 5(athe event Employee delivers a Notice of Termination to Company and E&B after the occurence of a Change in Control which was approved in advance by at least two-thirds (2/3) of the directors of Company then in office who are not interested in the transaction (a “Board Approved Change in Control”), which amount E&B shall make (or cause to be subject made) a lump sum cash payment to federal, state and local tax withholdings; and Employee no later than thirty (ii30) for a period of two (2) years from days following the date of such termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all health, accident, life and disability insurance benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation cannot provide such benefits because Executive is no longer an employee, a dollar amount equal to the cost the sum of (i) Employee’s then Annual Base Salary and (ii) the average of the amount(s) paid to Executive him (or otherwise accrued) annually during the Employment Period as bonuses under Section 4 or otherwise. The provisions of obtaining such benefits or substantially similar benefits. However, this Section 6(b) shall apply only in the event Employee delivers a Notice of Termination after July 1, 2010. In the event Employee delivers a Notice of Termination on or before July 1, 2010, the provisions of Section 6(a) shall apply whehter or not the Change in Control is a Board Approved Change in Control. (c) In no event shall the termination payment described herein, when added otherwise required under this Section be made to all other amounts or benefits provided to or on behalf of the Executive extent it would trigger a reduction in connection with his termination of employment, would result in the imposition of an excise tax deductions under Code Section 4999280G. If Code Section 280G would apply to such payment when made, the amount of such payments payment 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 maximum amount of that can be paid without triggering the reduction plus in tax deductions. If Code Section 280G would become applicable to the termination payment after it is made, Employee shall be obligated to repay such interest amount as may be necessary to avoid such application, determined as provided in the imposition last sentence 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”), the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.7(a) hereof. (bd) Executive Employee shall not be required to mitigate the amount of any payment provided for in this Section 7 6 by seeking other employment or otherwise. The amount of payment or the benefit provided for in this Section 7(a)(i) 6 shall not be reduced by any compensation earned by Executive Employee as the result of employment by another employer or by reason of ExecutiveEmployee’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive Employee delivers a Notice of Termination (as defined in Section 6(a) of this Agreement) to CorporationLeesport and Leesport Bank, Bank and Services Company, Executive Employee shall be absolutely entitled to receive the compensation and benefits determined in the manner set forth below: (i) Leesport or Leesport Bank shall make (or cause to be made) a lump lump-sum cash payment to Employee no later than thirty (30) days following the date of such termination in an amount equal to the greater of (A) two (2) times the Executive’s sum of (i) Employee's then Annual Base Salary as defined in and (ii) the average of the amount(s) paid to him (or otherwise accrued) annually under Section 5(a5(b) during the Employment Period or (B) the present value of the series of payments that would be made to him, pursuant to Section 8(a)(i), which amount shall be subject to federal, state and local tax withholdings; andif his termination were governed by Section 8. (ii) for a period For purposes of two Section 7(a)(i) hereof, the present value of each payment described in Clause (2B) years from of Section 7(a)(i) shall be determined using the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all health, accident, life and disability insurance benefits relevant "applicable federal rate(s)" in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation 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. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under 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 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 1274 of the Internal Revenue Code of 1986, as amended (the “"Code”"), on the Corporation date of Employee's termination of employment. (iii) In no event shall the termination payment otherwise required under this section be made to the extent it would trigger a reduction in tax deductions under Code Section 280G. If Code Section 280G would apply to such payment when made, the amount of such payment shall be required only reduced to pay the maximum amount that can be paid without triggering the reduction in tax deductions. If Code Section 280G would become applicable to Executive the termination payment after it is made, Employee shall be obligated to repay such amount as may be necessary to avoid such application, determined to be deductible under as provided in the last sentence of Section 280G.8(a) hereof. (b) Executive Employee shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise. The amount of payment provided for in this Section 7(a)(i) 7 shall not be reduced by any compensation earned by Executive Employee as the result of employment by another employer or by reason of Executive’s Employee's receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank Corporation and Services CompanyBank, Executive shall be entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive's employment, a "Change in Control" (i) a lump sum equal to two (2) times the Executive’s Annual Base Salary as defined in Section 5(a)5(b) of this Agreement) has also occurred, Corporation and Bank shall pay Executive a lump sum amount equal to and no greater than 2.99 times the Executive's Agreed Compensation as defined in Section 3 of this Agreement (the payment of which amount shall be subject to federalapplicable taxes and withholdings). In addition, state and local tax withholdings; and (ii) for a period of two three (23) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all healthlife, accidentdisability, life medical insurance and disability insurance 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). If permitted under the terms of the plan, Executive may continue to participate in all qualified and non-qualified retirement plans as if his employment had continued through the then remaining term of the Agreement. If Executive is not eligible to participate in non- qualified or qualified retirement plans, Executive will receive a lump sum cash payment equal to 25% of the payments to be received for termination of the Agreement under this provision. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under 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 EXHIBIT 10.10 EXECUTION COPY 02/28/02 Internal Revenue Code of 1986, as amended (the “"Code”"), 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 7 6 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 7(a)(i) 6 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.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs Executive validly and Executive timely delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank Corporation and Services CompanyBank, Executive shall be entitled to receive the following compensation and benefits set forth below: benefits: If, at the time of termination of Executive's employment, a Change in Control (as defined in Section 5(b) of this Agreement) has also occurred, Corporation and Bank shall pay Executive an amount equal to two (2) and one-half times the Agreed Compensation (as defined in Section 3(h) of this Agreement) in either (i) thirty (30) equal monthly installments or (ii) a lump sum equal to two the present value of the amounts payable under this subsection, said payments commencing within thirty (230) times days after Executive's termination of employment. For purposes of the Executive’s Annual Base Salary preceding sentence, present value will be determined by using the short-term applicable federal rate under Section 1274 of the Internal Revenue Code of 1986, as defined amended (the "Code") in Section 5(a), which amount shall be subject to federal, state and local tax withholdings; and (ii) for a period of two (2) years from effect on the date of termination of employment. In lieu of continued pension, or until Executive secures substantially similar benefits through welfare and other employmentbenefits, whichever a one-time lump sum cash payment equal to 25% of the payments to be received for termination of the Agreement under this provision shall first occur, Executive shall receive a continuation of all health, accident, life and disability insurance benefits in effect with respect be paid to Executive during within thirty (30) days following the two (2) years prior to his date of termination of Executive's employment, or, if . Notwithstanding any other provision of this Agreement or any other agreement or plan of Corporation 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. HoweverBank, 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 Internal Revenue Code of 1986, as amended (the “Code”), 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 7 6 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 7(a)(i) 6 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.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a) of this Agreement) to Corporation, Bank Corporation and Services CompanyBank, Executive shall be entitled to receive the compensation and benefits set forth below: (i) a lump sum equal to two three (23) times the Executive’s 's Annual Base Salary as defined in Section 5(a), which amount shall be subject to federal, state and local tax withholdings; and (ii) for a period of two three (23) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all health, accident, life and disability insurance benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation 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. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under 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 Internal Revenue Code of 1986, as amended (the “"Code”"), 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 7 by seeking other employment or otherwise. The amount of payment provided for in this Section 7(a)(i) 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.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank Corporation and Services CompanyBank, Executive shall be entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive's employment, a "Change in Control" (i) a lump sum equal to two (2) times the Executive’s Annual Base Salary as defined in Section 5(a)5(b) of this Agreement) has also occurred, Corporation and Bank shall pay Executive a lump sum amount equal to and no greater than 2.99 times the Executive's Agreed Compensation as defined in subsection (f) of Section 3, (the payment of which amount shall be subject to federalapplicable taxes and withholdings). In addition, state and local tax withholdings; and (ii) for a period of two three (23) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all healthlife, accidentdisability, life medical insurance and disability insurance 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). If permitted under 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, 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 Internal Revenue Code of 1986, as amended (the “Code”), 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 7 6 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 7(a)(i) 6 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.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank Corporation and Services CompanyBank, Executive shall be entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive's employment, a "Change in Control" (i) a lump sum equal to two (2) times the Executive’s Annual Base Salary as defined in Section 5(a)5(b) of this Agreement) has also occurred, which Corporation and Bank shall pay Executive a lump sum amount shall be subject equal to federaland no greater than 2.99 times the Executive's Agreed Compensation as defined in subsection (f) of Section 3, state minus applicable taxes and local tax withholdings; and (ii) . In addition, for a period of two three (23) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all healthlife, accidentdisability, life medical insurance and disability insurance 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). If permitted under 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, 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 Internal Revenue Code of 1986, as amended (the “Code”), 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 7 6 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 7(a)(i) 6 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.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank Corporation and Services CompanyBank, Executive shall be entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive's employment, a "Change in Control" (i) a lump sum equal to two (2) times the Executive’s Annual Base Salary as defined in Section 5(a)5(b) of this Agreement) has also occurred, Corporation and Bank shall pay Executive a lump sum amount equal to and no greater than 2.99 times the Executive's Agreed Compensation as defined in Section 3(f) of this Agreement (the payment of which amount shall be subject to federalapplicable taxes and withholdings). In addition, state and local tax withholdings; and (ii) for a period of two three (23) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all healthlife, accidentdisability, life medical insurance and disability insurance 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). After this period of continuation of benefits expires, Executive may continue to participate, at his own expense, in the medical insurance plan in effect at the Corporation or Bank until the Executive's sixty-fifth (65th) birthday, if and as long as Executive is eligible to participate under the terms and/or conditions of the medical insurance plan. If permitted under the terms of the plans, Executive may continue to participate in all qualified and non-qualified retirement plans as if his employment had continued through the then remaining term of the Agreement. If Executive is not eligible to participate in non-qualified or qualified retirement plans, Executive will receive a lump sum cash payment equal to 25% of the payments to be received for termination of the Agreement under this provision. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under 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 reduction, plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing forgoing 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”"), 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 7 6 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 7(a)(i) 6 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.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a) of this Agreement) to Corporation, Bank and Services Company, Executive shall be entitled to receive the compensation and benefits set forth below: (i) a lump sum equal to two (2) times the Executive’s Annual Base Salary as defined in Section 5(a), which amount shall be subject to federal, state and local tax withholdings; and (ii) for a period of two (2) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all health, accident, life and disability insurance benefits in effect with respect to Executive during the two (2) years prior to his her termination of employment, or, if Corporation 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. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his her termination of employment, would result in the imposition of an excise tax under 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 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”), 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 7 by seeking other employment or otherwise. The amount of payment provided for in this Section 7(a)(i) shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) after a “Change in Control” (as defined in Section 5(b) of this Agreement) to Corporation, Bank Corporation and Services CompanyBank, Executive shall be entitled to receive the compensation and benefits set forth below: (i) a lump sum payment in an amount equal to two (2) and no greater than 1.0 times the Executive’s then Annual Base Salary as defined in Section 5(a)Salary, which amount shall be payable in twelve (12) equal monthly installments commencing within thirty (30) days of receiving an executed release subject to federal, state the requirements of Code Section 409A; and local tax withholdings; and (ii) for a period 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, which reimbursement shall continue until the expiration of two (2) years from 12 months following the date of termination of employment, employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all health, accident, life and disability insurance benefits in effect with respect subject to Executive during the two (2) years prior to his termination of employment, or, Code Section 409A if Corporation 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 benefitsapplicable. However, in the event 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 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 excise tax 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 maybe 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 Internal Revenue Code of 1986Code, as amended (the “Code”), the then Corporation and Bank shall be required only to pay to Executive the amount determined to be deductible under Section 280G. 280G. If when the Executive’s employment terminates, the Executive is a “specified employee,” as defined in Code Section 409A(a)(2)(B)(i), then despite any provision of this Employment Agreement or other plan or agreement to the contrary, the Executive will not be entitled to the payments until the earliest of: (a) the date that is at least six months after the Executive’s separation from service (within the meaning of Code Section 409A) for reasons other than the Executive’s death, (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise. The amount of payment provided for in this Section 7(a)(i) 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 the Executive’s death, or (c) any earlier date that does not result in additional tax or interest to the Executive under Code Section 409A. As promptly as possible after the end of employment the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum with any remaining payments to commence in accordance with the terms of this Agreement or otherwiseother applicable plan or agreement.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a) of this Agreement) to Corporation, Bank Corporation and Services CompanyBank, Executive shall be entitled to receive the compensation and benefits set forth below: (i) a lump sum equal to two three (23) times the Executive’s Annual Base Salary as defined in Section 5(a), which amount shall be subject to federal, state and local tax withholdings; and (ii) for a period of two three (23) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all health, accident, life and disability insurance benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation 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. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under 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 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”), 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 7 by seeking other employment or otherwise. The amount of payment provided for in this Section 7(a)(i) shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a) of this Agreement) to Corporation, Bank Corporation and Services CompanyBank, Executive shall be entitled to receive the compensation and benefits set forth below: (i) a lump sum equal to two (2) times the Executive’s 's Annual Base Salary as defined in Section 5(a), which amount shall be subject to federal, state and local tax withholdings; and (ii) for a period of two (2) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all health, accident, life and disability insurance benefits in effect with respect to Executive during the two (2) years prior to his her termination of employment, or, if Corporation 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. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his her termination of employment, would result in the imposition of an excise tax under 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 Internal Revenue Code of 1986, as amended (the “"Code”"), 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 7 by seeking other employment or otherwise. The amount of payment provided for in this Section 7(a)(i) 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.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank Corporation and Services CompanyBank, Executive shall be entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive's employment, a "Change in Control" (i) a lump sum equal to two (2) times the Executive’s Annual Base Salary as defined in Section 5(a)5(b) of this Agreement) has also occurred, which Corporation and Bank shall pay Executive a lump sum amount shall be subject equal to federaland no greater than 2.99 times the Executive's Agreed Compensation as defined in subsection (f) of Section 3, state minus applicable taxes and local tax withholdings; and (ii) . In addition, for a period of two three (23) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all healthlife, accidentdisability, life medical insurance and disability insurance 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). If permitted under 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, 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 Internal Revenue Code of 1986, as amended (the “"Code”"), 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 7 6 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 7(a)(i) 6 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.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank and Services CompanyHMS only (not the Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive’s employment, a “Change in Control" (ias defined in Section 5(b) of this Agreement) has also occurred, upon execution of a lump sum mutual release HMS shall pay Executive an amount equal to two (2) and no greater than 2.0 times the Executive’s Annual Base Salary Agreed Compensation as defined in subsection (g) of Section 5(a)3, which amount shall be subject payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to federal, state and local tax withholdings; and a continuation of HMS’s employee benefits for twenty-four (ii24) for a period of two (2) years from the date of termination of employment, months or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all health, accident, life and disability insurance benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation cannot provide such benefits because . If Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, a dollar HMS will pay Executive the amount equal of money that it would have cost HMS to provide the cost benefits to Executive of obtaining such benefits or substantially similar benefitsExecutive. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under 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 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 Internal Revenue Code of 1986Code, as amended (the “Code”), the Corporation then 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 7 6 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 7(a)(i) 6 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank HNC and Services CompanyBank, Executive shall be absolutely entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive's employment, a "Change in Control" (i) a lump sum equal to two (2) times the Executive’s Annual Base Salary as defined in Section 5(a)5(b) of this Agreement) has also occurred, Bank shall pay Executive an amount equal to and no greater than 2.0 times the Executive's Agreed Compensation as defined in subsection (g) of Section 3, minus applicable taxes and withholdings, which amount shall be subject to federalpayable in twenty-four (24) equal monthly installments. In addition, state and local tax withholdings; and (ii) for a period of two (2) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all healthlife, accidentdisability, life medical insurance and disability insurance other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his her termination of employment, or, if Corporation 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). If permitted under 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, 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”"), the Corporation then HNC 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 7 6 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 7(a)(i) 6 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.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank and Services CompanyHMS, Executive shall be absolutely entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive’s employment, a “Change in Control” (as defined in Section 5(b) of this Agreement) has also occurred, upon Executive’s execution of a release of claims satisfactory to HMS, HMS will provide Executive with the following pay and benefits: (i) a lump sum payment in an amount equal to two (2) and no greater than 1.0 times the Executive’s then Annual Base Salary as defined in Section 5(a)Salary, which amount shall be payable in twelve (12) equal monthly installments commencing within thirty (30) days of receiving an executed release subject to federal, state the requirements of Code Section 409A; and local tax withholdings; and (ii) for a period 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 two (2) years from 12 months following the date of termination of employment, employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all health, accident, life and disability insurance benefits in effect with respect subject to Executive during the two (2) years prior to his termination of employment, or, Code Section 409A if Corporation 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 benefitsapplicable. However, in the event 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 the severance 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 HMS's independent auditors, Executive shall remit to Corporation HMS the amount of the reduction plus such interest as may be maybe 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 Internal Revenue Code of 1986Code, as amended (the “Code”), the Corporation then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.280G. If when the Executive’s employment terminates, the Executive is a “specified employee,” as defined in Code Section 409A(a)(2)(B)(i), then despite any provision of this Employment Agreement or other plan or agreement to the contrary, the Executive will not be entitled to the payments until the earliest of: (a) the date that is at least six months after the Executive’s separation from service (within the meaning of Code Section 409A) for reasons other than the Executive’s death, (b) the date of the Executive’s death, or (c) any earlier date that does not result in additional tax or interest to the Executive under Code Section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum with any remaining payments to commence in accordance with the terms of this Agreement or other applicable plan or agreement. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 7 6 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 7(a)(i) 6 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 6 shall constitute Executive's sole and exclusive remedy in the event Executive delivers a Notice of Termination after a change in control and shall represent the maximum extent of liability that Executive can claim against HMS, HNC, or Millennium.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank Corporation and Services CompanyBank, Executive shall be entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive's employment, a "Change in Control" (i) a lump sum equal to two (2) times the Executive’s Annual Base Salary as defined in Section 5(a)5(b) of this Agreement) has also occurred, Corporation and Bank shall pay Executive an amount equal to and not greater than 2.99 times the Executive's Agreed Compensation as defined in subsection (f) of this Section 3, which amount shall be payable in thirty-six (36) equal monthly installments and shall be subject to federal, state and local tax withholdings; and (ii) . In addition, for a period of two three (23) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all healthlife, accidentdisability, life medical insurance and disability insurance 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), but only to the extent that such payment will not violate Section 409A of the Code. HoweverIf permitted under the terms of the plan, in 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 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 Executive's termination of employment, would result in the imposition of an excise tax under Code Section 4999, Executive shall receive an additional payment such payments that the net amount retained by the Executive, after application of such excise tax and any federal, state and local income and payroll taxes payable by Executive on such additional payment, shall be retroactively equal to the amount Executive would have received had the excise tax not been imposed; provided, however, that no such additional payment shall be made hereunder unless the amount of "parachute payments" exceeds three times the aggregate allocable "base amount" for such parachute payments (as those terms are defined under Code Section 280G) by more than fifty thousand dollars ($50,000); and provided further, that if necessary) the amount of parachute payments does not exceed three times the aggregate allocable base amount by more than fifty thousand dollars ($50,000), the amount payable to Executive hereunder shall be reduced to the extent necessary necessary, but no more than is necessary, to avoid such application of any 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 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 Code Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.4999. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 7 6 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 7(a)(i) 6 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.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a) of this Agreement) to Corporation, Bank Corporation and Services CompanyBank, Executive shall be entitled to receive the compensation and benefits set forth below: (i) a lump sum equal to two (2) times the Executive’s 's Annual Base Salary as defined in Section 5(a), which amount shall be subject to federal, state and local tax withholdings; and (ii) for a period of two (2) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all health, accident, life and disability insurance benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation 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. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under 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 Internal Revenue Code of 1986, as amended (the “"Code”"), 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 7 by seeking other employment or otherwise. The amount of payment provided for in this Section 7(a)(i) 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.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank and Services CompanyHMS, Executive shall be absolutely entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive’s employment, a “Change in Control” (as defined in Section 5(b) of this Agreement) has also occurred prior to the second anniversary date of this Agreement, upon execution of a reasonable release satisfactory to HMS, HMS will provide Executive with the following pay and benefits: (i) a lump sum payment in an amount equal to two (2) and no greater than 2.0 times the Executive’s then Annual Base Salary as defined in Section 5(a)Salary, which amount shall be payable in twenty-four (24) equal monthly installments commencing within thirty (30) days of receiving an executed release subject to federal, state the requirements of Code Section 409A; and local tax withholdings; and (ii) for a period 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 two (2) years from 24 months following the date of termination of employment, employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur, subject to Code Section 409A if applicable. If, at the time of termination of Executive’s employment, a “Change in Control” (as defined in Section 5(b) of this Agreement) has also occurred after the second anniversary date of this Agreement, upon execution of a reasonable release satisfactory to HMS, HMS will provide Executive shall receive with the following pay and benefits: (i) a continuation payment in an amount equal to and no greater than 2.0 times the sum of all health, accident, life (a) Executive’s then Annual Base Salary and disability insurance benefits in effect with respect (b) the highest annual incentive bonus paid to the Executive during the previous two years, which amount shall be payable in twenty-four (224) years prior equal monthly installments commencing within thirty (30) days of receiving an executed release subject to his termination the requirements of employment, or, if Corporation cannot provide such benefits because Code Section 409A; and (ii) HMS shall reimburse Executive is no longer in an employee, a dollar amount equal to the cost monthly premium paid by him to Executive of obtaining such benefits or obtain substantially similar benefitsemployee benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of 24 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, in the event 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 the severance 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 HMS's independent auditors, Executive shall remit to Corporation HMS the amount of the reduction plus such interest as may be maybe 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 Internal Revenue Code of 1986Code, as amended (the “Code”), the Corporation then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.280G. If when the Executive’s employment terminates, the Executive is a “specified employee,” as defined in Code Section 409A(a)(2)(B)(i), then despite any provision of this Employment Agreement or other plan or agreement to the contrary, the Executive will not be entitled to the payments until the earliest of: (a) the date that is at least six months after the Executive’s separation from service (within the meaning of Code Section 409A) for reasons other than the Executive’s death, (b) the date of the Executive’s death, or (c) any earlier date that does not result in additional tax or interest to the Executive under Code Section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum with any remaining payments to commence in accordance with the terms of this Agreement or other applicable plan or agreement. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 7 6 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 7(a)(i) 6 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that a Change in Control occurs and Executive delivers a Notice of Termination (as defined in Section 6(a5(a) of this Agreement) to Corporation, Bank Corporation and Services CompanyBank, Executive shall be entitled to receive the compensation and benefits set forth below: : If, at the time of termination of Executive's employment, a "Change in Control" (i) a lump sum equal to two (2) times the Executive’s Annual Base Salary as defined in Section 5(a)5(b) of this Agreement) has also occurred, Corporation and Bank shall pay Executive a lump sum amount equal to and no greater than 2.99 times the Executive's Agreed Compensation as defined in subsection (f) of Section 3, (the payment of which amount shall be subject to federalapplicable taxes and withholdings). In addition, state and local tax withholdings; and (ii) for a period of two three (23) years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all healthlife, accidentdisability, life medical insurance and disability insurance 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). If permitted under 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, 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 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”), 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 7 by seeking other employment or otherwise. The amount of payment provided for in this Section 7(a)(i) 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.to