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. If Executive’s employment is terminated by Corporation or Bank other than for Cause (as defined below) on or before the three (3) year anniversary of the date of a Change in Control (as defined below), then Corporation or Bank shall pay to Executive, in lieu of any other severance benefits to which Executive may be entitled, an amount equal to the product of (a) the average annual aggregate compensation paid by Corporation and Bank to Executive and includible in the Executive’s gross income for federal income tax purposes during the five (5) calendar years preceding the taxable year in which the date of the termination occurs (or during the actual number of years in which Executive was employed by Corporation and Bank if less than five (5), with any partial year annualized), multiplied by two (2), such payment to be made in a lump sum on or before the fifth day following the date of termination and shall be subject to applicable taxes and withholdings. However, if the lump sum payment under this paragraph 2, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with Executive’s termination of employment, would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), such payment shall be reduced to the extent necessary to avoid such excise tax imposition. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G. The determination of any reduction in the lump sum payment under this paragraph 2 pursuant to the foregoing provisions shall be made by Corporation’s independent auditors.

Rights in Event of Termination of Employment Following Change in Control. If Executive’s employment is terminated by Corporation or Bank other than for Cause (as defined below) on or before the three (3) year anniversary of the date of a Change in Control (as defined below), then Corporation or Bank shall pay to Executive, in lieu of any other severance benefits to which Executive may be entitled, an amount equal to the product of (a) the average annual aggregate compensation paid by Corporation and Bank to Executive and includible in the Executive’s gross income for federal income tax purposes during the five (5) calendar years preceding the taxable year in which the date of the termination occurs (or during the actual number of years in which Executive was employed by Corporation and Bank if less than five (5), with any partial year annualized), multiplied by two (2), such payment to be made in a lump sum on or before the fifth day following the date of termination and shall be subject to applicable taxes and withholdings. However, if the lump sum payment under this paragraph 2, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with Executive’s his termination of employment, would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), such payment shall be reduced to the extent necessary to avoid such excise tax imposition. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G. The determination of any reduction in the lump sum payment under this paragraph 2 pursuant to the foregoing provisions shall be made by Corporation’s independent auditors.

Rights in Event of Termination of Employment Following Change in Control. If Executive’s 's employment is terminated by Corporation or Bank other than for Cause (as defined below) on or before the three (3) year anniversary of the date of a Change in Control (as defined below), then Corporation or Bank shall pay to Executive, in lieu of any other severance benefits to which Executive may be entitled, an amount equal to the product of (a) the average annual aggregate compensation paid by Corporation and Bank to Executive and includible in the Executive’s 's gross income for federal income tax purposes during the five (5) calendar years preceding the taxable year in which the date of the termination occurs (or during the actual number of years in which Executive was employed by Corporation and Bank if less than five (5), with any partial year annualized)occurs, multiplied by two (b) 2), such payment to be made in a lump sum on or before the fifth day following the date of termination and shall be subject to applicable taxes and withholdings. However, if the lump sum payment under this paragraph 2, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with Executive’s his termination of employment, would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), such payment shall be reduced to the extent necessary to avoid such excise tax imposition. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G. The determination of any reduction in the lump sum payment under this paragraph 2 pursuant to the foregoing provisions shall be made by Corporation’s 's independent auditors.

Rights in Event of Termination of Employment Following Change in Control. If Executive’s employment is terminated by Corporation or Bank other than for Cause (as defined below) on or before the three (3) year anniversary of the date of a Change in Control (as defined below), then Corporation or Bank shall pay to Executive, in lieu of any other severance benefits to which Executive may be entitled, an amount equal to the product of (a) the average annual aggregate compensation paid by Corporation and Bank to Executive and includible in the Executive’s gross income for federal income tax purposes during the five (5) calendar years preceding the taxable year in which the date of the termination occurs (or during the actual number of years in which Executive was employed by Corporation and Bank if less than five (5), with any partial year annualized)occurs, multiplied by two (b) 2), such payment to be made in a lump sum on or before the fifth day following the date of termination and shall be subject to applicable taxes and withholdings. However, if the lump sum payment under this paragraph 2, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with Executive’s his termination of employment, would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), such payment shall be reduced to the extent necessary to avoid such excise tax imposition. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G. The determination of any reduction in the lump sum payment under this paragraph 2 pursuant to the foregoing provisions shall be made by Corporation’s independent auditors.

Rights in Event of Termination of Employment Following Change in Control. If Executive’s employment is terminated by Corporation or Bank other than for Cause (as defined below) on or before the three (3) year anniversary of the date of a Change in Control (as defined below), then Corporation or Bank shall pay to Executive, in lieu of any other severance benefits to which Executive may be entitled, an amount equal to the product of (a) the average annual aggregate compensation paid by Corporation and Bank to Executive and includible in the Executive’s gross income for federal income tax purposes during the five (5) calendar years preceding the taxable year in which the date of the termination occurs (or during the actual number of years in which Executive was employed by Corporation and Bank if less than five (5), with any partial year annualized), multiplied by two (2), such payment to be made in a lump sum on or before the fifth day following the date of termination and shall be subject to applicable taxes and withholdings. However, if the lump sum payment under this paragraph 2, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with Executive’s termination of employment, would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), such payment shall be reduced to the extent necessary to avoid such excise tax imposition. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G. The determination of any reduction in the lump sum payment under this paragraph 2 pursuant to the foregoing provisions shall be made by Corporation’s independent auditors.. Exhibit 10.1