Common use of Severance Award Clause in Contracts

Severance Award. If, in anticipation of a Change of Control, or after a --------------- Change of Control Event has occurred, the Executive's employment is terminated without cause, or a Constructive Involuntary Termination occurs, the following provisions apply: a. The Executive will continue to receive, in equal monthly payments, the base salary and all commissions and bonuses (including short- and long-term incentive programs and stock options granted pursuant to the Corporation's executive incentive plan) in effect at the time of the involuntary termination for a period of 35.88 months from the date of termination. For purposes of this paragraph, commissions and bonuses shall be determined by computing the average monthly commission and/or bonus earned by the Executive for the twenty four (24) months immediately preceding the month in which such termination of employment occurs. The amount so determined shall be paid to the Executive each month together with such base salary, during such 35.88 month period. It is not the intent of the parties to this Agreement that payment hereunder will constitute a "parachute payment" as defined in Section 280G of the Internal Revenue Code of 1986 (the "Code"). Any payments made by the Bank to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. (S)(S) 1828 (K) any regulation promulgated thereunder. All benefits and payments shall be reduced, if necessary, to the largest aggregate amount that will result in no portion thereof being subject to federal excise tax or being nondeductible to the Employer for federal income tax purposes. The Executive will determine which payments or benefits are to be reduced, if necessary to conform to this provision. b. During the period of months for which the Executive receives compensation under the preceding paragraph, the Executive will also continue to participate in any health, disability, and life insurance plan to the same extent as if the Executive were an employee of the Employer or any successor corporation. In the event that the Executive's participation in any of these plans is prohibited, the Employer or successor corporation, at its sole expense, shall provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under any such plan. The Executive shall remain responsible for that portion of the costs of such plans for which the Executive was responsible prior to termination. c. The Executive will also continue to participate until the end of such period in any perquisite program (auto, country club, dining club, physical, tax planning, etc.) of the Employer or any successor corporation, to the same extent as if the Executive were an employee of the successor corporation. In the event the providing of any such program is not possible, the Employer shall arrange, at its sole cost, to provide an equivalent benefit. The Employer may elect to substitute a cash payment equivalent to the projected value of any perquisite over the transition period. d. In the event the Executive obtains employment during the period salary, commissions, and bonuses are payable under Section 7(a), any amounts received by the Executive as a result of such employment shall be offset against and shall serve to reduce the amount payable by the Employer. In addition, any benefits the Executive receives which are similar to those described in Paragraphs 7(b) and (c) shall relieve the Employer from any obligation to provide such benefits to the Executive. The Executive shall provide to the Employer all federal and state tax returns filed for any period in which any amounts are paid pursuant to this Agreement, within fifteen (15) days after such returns are filed, and shall provide such other information the Employer may reasonably require to assure compliance with this paragraph.

Severance Award. If, in anticipation of a Change of Control, or during the three-year period after a --------------- Change of Control Event has occurred, the Executive's ’s employment is terminated without causeother than for Cause, or a Constructive Involuntary Termination occurs, then, so long as Executive is not in breach of Section 8 below, the following provisions shall apply: a. The Executive will continue to receive, in equal monthly paymentspayments due on each monthly anniversary of the Executive’s date of termination, the base salary and all commissions and bonuses (including short- and long-term incentive programs and stock options granted pursuant to the Corporation's ’s executive incentive plan) in effect at the time of the involuntary termination for a period of 35.88 months from the date of terminationtermination reduced by the number of months the Executive remained in the employ of the Employer after a Change of Control Event occurred. For purposes of this paragraph, commissions and bonuses shall be determined by computing the average monthly commission and/or bonus earned by the Executive for the twenty four (24) months immediately preceding the month in which such termination of employment occurs. The amount so determined , and bonuses shall be paid to determined by dividing the average of the Executive’s two most recent annual bonuses for full fiscal years (or, if the Executive each month together with has only received one such base salarybonus, during the amount of such 35.88 month period. It is not bonus, or, if the intent executive has received no such bonuses, the amount of the parties to this Agreement that payment hereunder will constitute a "parachute payment" as defined in Section 280G of the Internal Revenue Code of 1986 (the "Code")Executive’s target bonus) by 12. Any payments made by the Bank to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. (S)(S§ 1828(K) 1828 (K) and any regulation promulgated thereunder. All benefits and payments shall be reduced, if necessary, to the largest aggregate amount that will result in no portion thereof being subject to federal excise tax or being nondeductible to the Employer for federal income tax purposes. The Executive will determine which payments or benefits are to be reduced, if necessary to conform to this provision. b. During the period of months for which the Executive receives compensation under the preceding paragraph, the Executive will also continue to participate in any health, disability, and life insurance plan to the same extent as if the Executive were an employee of the Employer or any successor corporation. In the event that the Executive's ’s participation in any of these plans is prohibited, the Employer or successor corporation, at its sole expense, shall provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under any such plan. The Executive shall remain responsible for that portion of the costs of such plans for which the Executive was responsible prior to termination. c. The Executive will also continue to participate until the end of such period in any perquisite program (auto, country club, dining club, physical, tax planning, etc.) of the Employer or any successor corporation, to the same extent as if the Executive were an employee of the successor corporation. In the event the providing of any such program is not possible, the Employer shall arrange, at its sole cost, to provide an equivalent benefit. The Employer may elect to substitute a cash payment equivalent to the projected value of any perquisite over the transition period. d. In It is not the event intent of the Executive obtains employment during parties to this Agreement that payment hereunder will constitute a “parachute payment” as defined in Section 280G of the period salaryInternal Revenue Code of 1986, commissionsas amended (the “Code”) (“Section 280G”). Accordingly, all benefits and bonuses are payable under payments pursuant to this Section 7(a), any amounts received by the Executive as a result of such employment 7 shall be offset against and shall serve reduced, if necessary, to reduce the largest aggregate amount payable by the Employer. In addition, any benefits the Executive receives which are similar that will result in no portion thereof being subject to those described in Paragraphs 7(b) and (c) shall relieve federal excise tax or being nondeductible to the Employer from any obligation to provide such benefits to for federal income tax purposes under Sections 280G or 4999 of the ExecutiveCode. The Executive will determine which payments or benefits are to be reduced, if necessary to conform to this provision. e. For the avoidance of doubt, termination of this Agreement pursuant to Section 1 upon termination of the Executive’s employment shall provide to in no way limit the obligation of the Employer all federal to provide post-termination payments and state tax returns filed for any period in which any amounts are paid benefits pursuant to this Agreement, within fifteen (15) days after Section 7 if such returns are filed, termination of employment occurred under circumstances entitling the Executive to such payments and shall provide such other information the Employer may reasonably require to assure compliance with this paragraphbenefits.

Severance Award. If, in anticipation of a Change of Control, or during the three-year period after a --------------- Change of Control Event has occurred, the Executive's ’s employment is terminated without causeother than for Cause, or a Constructive Involuntary Termination occurs, then, so long as Executive is not in breach of Section 8 below, the following provisions shall apply: a. The Executive will continue to receive, in equal monthly paymentspayments due on each monthly anniversary of the Executive’s date of termination, the base salary and all commissions and bonuses (including short- and long-term incentive programs and stock options granted pursuant to the Corporation's ’s executive incentive plan) in effect at the time of the involuntary termination for a period of 35.88 18 months from the date of terminationtermination reduced by the number of months the Executive remained in the employ of the Employer after a Change of Control Event occurred. For purposes of this paragraph, commissions and bonuses shall be determined by computing the average monthly commission and/or bonus earned by the Executive for the twenty four (24) months immediately preceding the month in which such termination of employment occurs. The amount so determined , and bonuses shall be paid to determined by dividing the average of the Executive’s two most recent annual bonuses for full fiscal years (or, if the Executive each month together with has only received one such base salarybonus, during the amount of such 35.88 month period. It is not bonus, or, if the intent executive has received no such bonuses, the amount of the parties to this Agreement that payment hereunder will constitute a "parachute payment" as defined in Section 280G of the Internal Revenue Code of 1986 (the "Code")Executive’s target bonus) by 12. Any payments made by the Bank to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. (S)(S§ 1828(K) 1828 (K) and any regulation promulgated thereunder. All benefits and payments shall be reduced, if necessary, to the largest aggregate amount that will result in no portion thereof being subject to federal excise tax or being nondeductible to the Employer for federal income tax purposes. The Executive will determine which payments or benefits are to be reduced, if necessary to conform to this provision. b. During the period of months for which the Executive receives compensation under the preceding paragraph, the Executive will also continue to participate in any health, disability, and life insurance plan to the same extent as if the Executive were an employee of the Employer or any successor corporation. In the event that the Executive's ’s participation in any of these plans is prohibited, the Employer or successor corporation, at its sole expense, shall provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under any such plan. The Executive shall remain responsible for that portion of the costs of such plans for which the Executive was responsible prior to termination. c. The Executive will also continue to participate until the end of such period in any perquisite program (auto, country club, dining club, physical, tax planning, etc.) of the Employer or any successor corporation, to the same extent as if the Executive were an employee of the successor corporation. In the event the providing of any such program is not possible, the Employer shall arrange, at its sole cost, to provide an equivalent benefit. The Employer may elect to substitute a cash payment equivalent to the projected value of any perquisite over the transition period. d. In It is not the event intent of the Executive obtains employment during parties to this Agreement that payment hereunder will constitute a “parachute payment” as defined in Section 280G of the period salaryInternal Revenue Code of 1986, commissionsas amended (the “Code”) (“Section 280G”). Accordingly, all benefits and bonuses are payable under payments pursuant to this Section 7(a), any amounts received by the Executive as a result of such employment 7 shall be offset against and shall serve reduced, if necessary, to reduce the largest aggregate amount payable by the Employer. In addition, any benefits the Executive receives which are similar that will result in no portion thereof being subject to those described in Paragraphs 7(b) and (c) shall relieve federal excise tax or being nondeductible to the Employer from any obligation to provide such benefits to for federal income tax purposes under Sections 280G or 4999 of the ExecutiveCode. The Executive will determine which payments or benefits are to be reduced, if necessary to conform to this provision. e. For the avoidance of doubt, termination of this Agreement pursuant to Section 1 upon termination of the Executive’s employment shall provide to in no way limit the obligation of the Employer all federal to provide post-termination payments and state tax returns filed for any period in which any amounts are paid benefits pursuant to this Agreement, within fifteen (15) days after Section 7 if such returns are filed, termination of employment occurred under circumstances entitling the Executive to such payments and shall provide such other information the Employer may reasonably require to assure compliance with this paragraphbenefits.

Severance Award. If, in anticipation of a Change of Control, or after ---------------- a --------------- Change of Control Event has occurred, the Executive's employment is terminated without cause, or a Constructive Involuntary Termination occurs, the following provisions apply: a. The Executive will continue to receive, in equal monthly payments, the base salary and all commissions and bonuses (including short- and long-term incentive programs and stock options granted pursuant to the Corporation's executive incentive plan) in effect at the time of the involuntary termination for a period of 35.88 months from the date of termination. For purposes of this paragraph, commissions and bonuses shall be determined by computing the average monthly commission and/or bonus earned by the Executive for the twenty four (24) months immediately preceding the month in which such termination of employment occurs. The amount so determined shall be paid to the Executive each month together with such base salary, during such 35.88 month period. It is not the intent of the parties to this Agreement that payment hereunder will constitute a "parachute payment" as defined in Section 280G of the Internal Revenue Code of 1986 (the "Code"). Any payments made by the Bank to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. (S)(S) 1828 (K) any regulation promulgated thereunder. All benefits and payments shall be reduced, if necessary, to the largest aggregate amount that will result in no portion thereof being subject to federal excise tax or being nondeductible to the Employer for federal income tax purposes. The Executive will determine which payments or benefits are to be reduced, if necessary to conform to this provision. b. During the period of months for which the Executive receives compensation under the preceding paragraph, the Executive will also continue to participate in any health, disability, and life insurance plan to the same extent as if the Executive were an employee of the Employer or any successor corporation. In the event that the Executive's participation in any of these plans is prohibited, the Employer or successor corporation, at its sole expense, shall provide the Executive with benefits substantially similar to those which the Executive is entitled to receive under any such plan. The Executive shall remain responsible for that portion of the costs of such plans for which the Executive was responsible prior to termination. c. The Executive will also continue to participate until the end of such period in any perquisite program (auto, country club, dining club, physical, tax planning, etc.) of the Employer or any successor corporation, to the same extent as if the Executive were an employee of the successor corporation. In the event the providing of any such program is not possible, the Employer shall arrange, at its sole cost, to provide an equivalent benefit. The Employer may elect to substitute a cash payment equivalent to the projected value of any perquisite over the transition period. d. In the event the Executive obtains employment during the period salary, commissions, and bonuses are payable under Section 7(a), any amounts received by the Executive as a result of such employment shall be offset against and shall serve to reduce the amount payable by the Employer. In addition, any benefits the Executive receives which are similar to those described in Paragraphs 7(b) and (c) shall relieve the Employer from any obligation to provide such benefits to the Executive. The Executive shall provide to the Employer all federal and state tax returns filed for any period in which any amounts are paid pursuant to this Agreement, within fifteen (15) days after such returns are filed, and shall provide such other information the Employer may reasonably require to assure compliance with this paragraph.