Common use of Severance Benefits - Change in Control Clause in Contracts

Severance Benefits - Change in Control. The Executive shall be entitled to receive severance benefits in the event of a “change in control” as defined herein if, in connection with a change in control or within eighteen (18) months following consummation of a change in control, (i) the Executive’s employment is terminated by BCH, the Bank or a successor entity to BCH or the Bank, or by an organization that owns a controlling interest in either such successor entity, based upon automatic termination pursuant to paragraph 16 (a) (1), (4) or (11, to the extent of breach by the Bank, BCH, such a successor entity or organization), or paragraph 16 (b); or (ii) the Executive terminates employment based upon the occurrence, without the Executive’s written consent, of (A) any material adverse change in the nature and scope of the Executive’s position, authorities, responsibilities, duties, or a change of twenty (20) miles or more in the Executive’s location of employment, or any material reduction in the Executive’s base salary, incentive compensation (including any material adverse change to the terms of the Incentive Plan after the date of this Agreement) or other benefits under this Agreement, or (B) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of the Executive’s employment. In order to receive severance benefits after termination pursuant to paragraph 16(e) (ii), the Executive must give written notice to BCH, the Bank or a successor entity to BCH or the Bank, or to an organization that owns a controlling interest in either such successor entity, of the Executive’s intention to terminate employment based upon and within ninety (90) days of the occurrence of an event specified in paragraph 16(e) (ii), and thereafter the recipient of such notice shall have a thirty (30) day right to cure period from the date of receipt of such notice within which to rescind or otherwise reverse the occurrence of an event specified in paragraph 16(e) (ii) before the Executive’s termination becomes effective. An event constituting a “material adverse change in the nature and scope of Executive’s position, authorities, responsibilities, duties” or “a demotion, significant diminution or constructive termination” shall be deemed to have occurred if following a “change in control,” the Executive is not the sole Executive Vice President and Chief Banking Officer of the successor entity to the Bank, or any organization that owns a controlling interest in such successor entity. Subject to paragraphs 17 and 30 of this Agreement, the severance benefits payable pursuant to this paragraph 16 (e) shall consist of (i) a cash payment in an amount equal to two (2) times the Executive’s (A) annual base salary during the year the termination or other event triggering a right to severance benefits hereunder occurs and (B) average bonus or incentive compensation amount paid to the Executive in the three (3) year period immediately preceding the termination, less applicable withholding deductions (in addition to base salary, incentive compensation, or other payments, if any, due the Executive), payable in lump sum promptly after (60) days following such termination (but in no event later than March 15 following the end of the calendar year that includes such termination); (ii) acceleration of vesting of any stock options or equity awards granted to the Executive pursuant to the BCH Plans; and (iii) continuation of group insurance coverages specified in paragraph 13 (c) of this Agreement for the Executive and her dependents pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or under applicable California law pursuant to Assembly Bxxx No. 1401 (“Cal-COBRA”), with one hundred percent (100%) of premiums for the insurance coverages payable by the Bank or BCH monthly to the Executive for a period of twenty-four (24) months from the date of termination. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, the obligation of the Bank or BCH to pay the premium costs related to the COBRA or Cal-COBRA continuation of insurance coverages shall terminate at the earlier of the expiration of twenty-four (24) months from the date of termination or the date of commencement of comparable insurance coverages for the Executive by another employer. After such expiration date, the Executive shall have such rights to continue to participate under the Bank’s or BCH’s group health benefits plan at the Executive’s expense as may be available under COBRA or Cal COBRA. The Executive agrees to notify the Bank or BCH as soon as practicable, but not less than ten (10) business days in advance of the commencement of such comparable insurance coverages with another employer and to repay to the Bank or BCH any amounts paid by the Bank or BCH to or for the benefit of the Executive that overlap the coverages provided by the other employer. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, if any part or all of the severance benefits is subject to taxation under Section 409A of the Internal Revenue Code of 1986, as amended, as determined by the Bank or BCH, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in paragraph 17 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this paragraph 16 (e) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Bank and BCH and their respective successors and assigns, and the Executive and the Executive’s heirs, beneficiaries, successors, permitted assigns or transferees, executors, administrators, trustees, and any other legal or personal representatives. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (5), (7), (8), (9), or (11, to the extent of an Executive breach), or in the event the Executive terminates employment in accordance with paragraph 16 (c) (i) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. A “change in control” for purposes of this Agreement and paragraph 16 (e), subject to the limitation of Section 409A of the Internal Revenue Code of 1986, as amended, set forth in paragraph 17 of this Agreement, shall mean the occurrence of any of the following events with respect to the Bank or BCH: (i) a change in control of a nature that would be required to be reported in response to Item 6 (e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or in response to any other form or report to the regulatory agencies or governmental authorities having jurisdiction over the Bank or BCH or any stock exchange on which BCH’s shares are listed which requires the reporting of a change in control; (ii) any merger, consolidation or reorganization of the Bank or BCH in which the Bank or BCH does not survive; (iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of any assets of the Bank or BCH having an aggregate fair market value of fifty percent (50%) or more of the total value of the assets of the Bank or BCH, reflected in the most recent consolidated audited or interim unaudited balance sheet of BCH; (iv) a transaction whereby any “person” (as such term is used in the Exchange Act) or any individual, corporation, partnership, trust or any other entity is or becomes the beneficial owner, directly or indirectly, of securities of BCH or Bank representing twenty-five percent (25%) or more of the combined voting power of BCH’s or Bank’s then outstanding securities; (v) a situation where, in any one-year period, individuals who at the beginning of such period constitute the Board of Directors of the Bank or BCH cease for any reason to constitute at least a majority thereof; or (vi) the shareholder(s) of the Bank or BCH approve the sale or transfer of substantially all of the Bank’s or BCH’s assets to parties that are not within a “controlled group of corporations” (as that term is defined in Section 1563 of the Internal Revenue Code of 1986, as amended) in which the Bank, or as applicable BCH, is a member. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, (i) if the individuals who constitute the directors of the Bank and BCH at the time a definitive agreement for a proposed transaction described above (excepting therefrom the situation described in subparagraph (v) above) is executed will, according to the terms of the definitive agreement, constitute a majority of the members of the board of directors of the resulting entity(ies) or acquiring person(s) that control(s) or is(are) the successor(s) to the Bank and BCH immediately after the transaction, then before a transaction or event that would otherwise constitute a change in control shall be deemed to have occurred, such directors of the Bank and BCH may determine by majority vote that the specific transaction or event does not constitute a change in control; and (ii) there shall not be a change in control hereunder in the event that (A) an Employee Stock Ownership Plan is sponsored by BCH which is the party that acquires “control” or is the principal participant in the transaction constituting a “change in control,” as described above, or (B) a reorganization is initiated by the Board of Directors of the Bank or BCH in which the Bank is merged with and into another wholly-owned bank subsidiary of BCH to consolidate operations under the charter of such other bank subsidiary.

Severance Benefits - Change in Control. The Executive shall be entitled to receive severance benefits in the event of a “change in control” as defined herein if, in connection with a change in control or within eighteen (18) months following consummation of a change in control, (i) the Executive’s 's employment is terminated by BCH, the Bank or a successor entity to BCH or the Bank, or by an organization that owns a controlling interest in either such successor entity, based upon automatic termination pursuant to paragraph 16 (a) (1), (4) or (11, to the extent of breach by the Bank, BCH, such a successor entity or organization), or paragraph 16 (b); or (ii) the Executive terminates employment based upon the occurrence, without the Executive’s written consent, of (A) any material adverse change in the nature and scope of the Executive’s 's position, authorities, responsibilities, duties, or a change of twenty (20) miles or more in the Executive’s 's location of employment, or any material reduction in the Executive’s base salary, incentive compensation (including any material adverse change to the terms of the Incentive Plan after the date of this Agreement) or other benefits under this Agreement, or (B) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of the Executive’s 's employment. In order to receive severance benefits after termination pursuant to paragraph 16(e) (ii), the Executive must give written notice to BCH, the Bank or a successor entity to BCH or the Bank, or to an organization that owns a controlling interest in either such successor entity, of the Executive’s intention to terminate employment based upon and within ninety (90) days of the occurrence of an event specified in paragraph 16(e) (ii), and thereafter the recipient of such notice shall have a thirty (30) day right to cure period from the date of receipt of such notice within which to rescind or otherwise reverse the occurrence of an event specified in paragraph 16(e) (ii) before the Executive’s termination becomes effective. An event constituting a “material adverse change in the nature and scope of Executive’s position, authorities, responsibilities, duties” or “a demotion, significant diminution or constructive termination” shall be deemed to have occurred if following a “change in control,” the Executive is not the sole Executive Vice President and Chief Banking Credit Officer of the successor entity to the Bank, or any organization that owns a controlling interest in such successor entity. Subject to paragraphs 17 and 30 of this Agreement, the severance benefits payable pursuant to this paragraph 16 (e) shall consist of (i) a cash payment in an amount equal to two (2) times the Executive’s 's (A) annual base salary during the year the termination or other event triggering a right to severance benefits hereunder occurs and (B) average bonus or incentive compensation amount paid to the Executive in the three (3) year period immediately preceding the termination, less applicable withholding deductions (in addition to base salary, incentive compensation, or other payments, if any, due the Executive), payable in lump sum promptly after (60) days following such termination (but in no event later than March 15 following the end of the calendar year that includes such termination); (ii) acceleration of vesting of any stock options or equity awards granted to the Executive pursuant to the BCH Plans; and (iii) continuation of group insurance coverages specified in paragraph 13 (c) of this Agreement for the Executive and her his dependents pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or under applicable California law pursuant to Assembly Bxxx No. 1401 (“Cal-COBRA”), with one hundred percent (100%) of premiums for the insurance coverages payable by the Bank or BCH monthly to the Executive for a period of twenty-four (24) months from the date of termination. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, the obligation of the Bank or BCH to pay the premium costs related to the COBRA or Cal-COBRA continuation of insurance coverages shall terminate at the earlier of the expiration of twenty-four (24) months from the date of termination or the date of commencement of comparable insurance coverages for the Executive by another employer. After such expiration date, the Executive shall have such rights to continue to participate under the Bank’s or BCH’s group health benefits plan at the Executive’s expense as may be available under COBRA or Cal COBRA. The Executive agrees to notify the Bank or BCH as soon as practicable, but not less than ten (10) business days in advance of the commencement of such comparable insurance coverages with another employer and to repay to the Bank or BCH any amounts paid by the Bank or BCH to or for the benefit of the Executive that overlap the coverages provided by the other employer. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, if any part or all of the severance benefits is subject to taxation under Section 409A of the Internal Revenue Code of 1986, as amended, as determined by the Bank or BCH, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in paragraph 17 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this paragraph 16 (e) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Bank and BCH and their respective successors and assigns, and the Executive and the Executive’s heirs, beneficiaries, successors, permitted assigns or transferees, executors, administrators, trustees, and any other legal or personal representatives. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (5), (7), (8), (9), or (11, to the extent of an Executive breach), or in the event the Executive terminates employment in accordance with paragraph 16 (c) (i) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. A “change in control” for purposes of this Agreement and paragraph 16 (e), subject to the limitation of Section 409A of the Internal Revenue Code of 1986, as amended, set forth in paragraph 17 of this Agreement, shall mean the occurrence of any of the following events with respect to the Bank or BCH: (i) a change in control of a nature that would be required to be reported in response to Item 6 (e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or in response to any other form or report to the regulatory agencies or governmental authorities having jurisdiction over the Bank or BCH or any stock exchange on which BCH’s 's shares are listed which requires the reporting of a change in control; (ii) any merger, consolidation or reorganization of the Bank or BCH in which the Bank or BCH does not survive; (iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of any assets of the Bank or BCH having an aggregate fair market value of fifty percent (50%) or more of the total value of the assets of the Bank or BCH, reflected in the most recent consolidated audited or interim unaudited balance sheet of BCH; (iv) a transaction whereby any “person” (as such term is used in the Exchange Act) or any individual, corporation, partnership, trust or any other entity is or becomes the beneficial owner, directly or indirectly, of securities of BCH or Bank representing twenty-five percent (25%) or more of the combined voting power of BCH’s or Bank’s then outstanding securities; (v) a situation where, in any one-year period, individuals who at the beginning of such period constitute the Board of Directors of the Bank or BCH cease for any reason to constitute at least a majority thereof; or (vi) the shareholder(s) of the Bank or BCH approve the sale or transfer of substantially all of the Bank’s or BCH’s assets to parties that are not within a “controlled group of corporations” (as that term is defined in Section 1563 of the Internal Revenue Code of 1986, as amended) in which the Bank, or as applicable BCH, is a member. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, (i) if the individuals who constitute the directors of the Bank and BCH at the time a definitive agreement for a proposed transaction described above (excepting therefrom the situation described in subparagraph (v) above) is executed will, according to the terms of the definitive agreement, constitute a majority of the members of the board of directors of the resulting entity(ies) or acquiring person(s) that control(s) or is(are) the successor(s) to the Bank and BCH immediately after the transaction, then before a transaction or event that would otherwise constitute a change in control shall be deemed to have occurred, such directors of the Bank and BCH may determine by majority vote that the specific transaction or event does not constitute a change in control; and (ii) there shall not be a change in control hereunder in the event that (A) an Employee Stock Ownership Plan is sponsored by BCH which is the party that acquires “control” or is the principal participant in the transaction constituting a “change in control,” as described above, or (B) a reorganization is initiated by the Board of Directors of the Bank or BCH in which the Bank is merged with and into another wholly-owned bank subsidiary of BCH to consolidate operations under the charter of such other bank subsidiary.

Severance Benefits - Change in Control. The Executive shall be entitled to receive severance benefits in the event of a “change in control” as defined herein if, in connection with a change in control or within eighteen (18) months following consummation of a change in control, (i) the Executive’s 's employment is terminated by BCH, the Bank or a successor entity to BCH or the Bank, or by an organization that owns a controlling interest in either such successor entity, based upon automatic termination pursuant to paragraph 16 (a) (1), (4) or (11, to the extent of breach by the Bank, BCH, such a successor entity or organization), or paragraph 16 (b); or (ii) the Executive terminates employment based upon the occurrence, without the Executive’s written consent, of (A) any material adverse change in the nature and scope of the Executive’s 's position, authorities, responsibilities, duties, or a change of twenty (20) miles or more in the Executive’s 's location of employment, or any material reduction in the Executive’s base salary, incentive compensation (including any material adverse change to the terms of the Incentive Plan after the date of this Agreement) or other benefits under this Agreement, or (B) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of the Executive’s 's employment. In order to receive severance benefits after termination pursuant to paragraph 16(e) (ii), the Executive must give written notice to BCH, the Bank or a successor entity to BCH or the Bank, or to an organization that owns a controlling interest in either such successor entity, of the Executive’s intention to terminate employment based upon and within ninety (90) days of the occurrence of an event specified in paragraph 16(e) (ii), and thereafter the recipient of such notice shall have a thirty (30) day right to cure period from the date of receipt of such notice within which to rescind or otherwise reverse the occurrence of an event specified in paragraph 16(e) (ii) before the Executive’s termination becomes effective. An event constituting a “material adverse change in the nature and scope of Executive’s position, authorities, responsibilities, duties” or “a demotion, significant diminution or constructive termination” shall be deemed to have occurred if following a “change in control,” the Executive is not the sole Executive Vice President and Chief Banking Credit Officer of the successor entity to the Bank, or any organization that owns a controlling interest in such successor entity. Subject to paragraphs 17 and 30 of this Agreement, the severance benefits payable pursuant to this paragraph 16 (e) shall consist of (i) a cash payment in an amount equal to two one and one-half (21½) times the Executive’s 's (A) annual base salary during the year the termination or other event triggering a right to severance benefits hereunder occurs and (B) average bonus or incentive compensation amount paid to the Executive in the three (3) year period immediately preceding the termination, less applicable withholding deductions (in addition to base salary, incentive compensation, or other payments, if any, due the Executive), payable in lump sum promptly after within thirty (6030) days following such termination (but in no event later than March 15 following the end of the calendar year that includes such termination); (ii) acceleration of vesting of any stock options or equity awards granted to the Executive pursuant to the BCH Plans; and (iii) continuation of group insurance coverages specified in paragraph 13 (c) of this Agreement for the Executive and her his dependents pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or under applicable California law pursuant to Assembly Bxxx Xxxx No. 1401 (“Cal-COBRA”), with one hundred percent (100%) of premiums for the insurance coverages payable by the Bank or BCH monthly to the Executive for a period of twenty-four eighteen (2418) months from the date of termination. Notwithstanding the foregoing or any other provision anything contained in this Agreement to the contrary, the obligation of the Bank or BCH to pay the premium costs related to the COBRA or Cal-COBRA continuation of insurance coverages shall terminate at the earlier of the expiration of twenty-four eighteen (2418) months from the date of termination or the date of commencement of comparable insurance coverages for the Executive by another employer. After such expiration date, the Executive shall have such rights to continue to participate under the Bank’s or BCH’s group health benefits plan at the Executive’s expense as may be available under COBRA or Cal COBRA. The Executive agrees to notify the Bank or BCH as soon as practicable, but not less than ten (10) business days in advance of the commencement of such comparable insurance coverages with another employer and to repay to the Bank or BCH any amounts paid by the Bank or BCH to or for the benefit of the Executive that overlap the coverages provided by the other employer. Notwithstanding the foregoing or any other provision in of this Agreement to the contrary, if any part or all of the severance benefits is subject to taxation under Section 409A of the Internal Revenue Code of 1986, as amended, as determined by the Bank or BCH, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in paragraph 17 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this paragraph 16 (e) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Bank and BCH and their respective successors and assigns, and the Executive and the Executive’s heirs, beneficiaries, successors, permitted assigns or transferees, executors, administrators, trustees, and any other legal or personal representatives. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (5), (7), (8), (9), or (1110, to the extent of an Executive breach), or in the event the Executive terminates employment in accordance with paragraph 16 (c) (i) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. A “change in control” for purposes of this Agreement and paragraph 16 (e), subject to the limitation of Section 409A of the Internal Revenue Code of 1986, as amended, set forth in paragraph 17 of this Agreement, shall mean the occurrence of any of the following events with respect to the Bank or BCH: (i) a change in control of a nature that would be required to be reported in response to Item 6 (e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or in response to any other form or report to the regulatory agencies or governmental authorities having jurisdiction over the Bank or BCH or any stock exchange on which BCH’s 's shares are listed which requires the reporting of a change in control; (ii) any merger, consolidation or reorganization of the Bank or BCH in which the Bank or BCH does not survive; (iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of any assets of the Bank or BCH having an aggregate fair market value of fifty percent (50%) or more of the total value of the assets of the Bank or BCH, reflected in the most recent consolidated audited or interim unaudited balance sheet of BCH; (iv) a transaction whereby any “person” (as such term is used in the Exchange Act) or any individual, corporation, partnership, trust or any other entity is or becomes the beneficial owner, directly or indirectly, of securities of BCH or Bank representing twenty-five percent (25%) or more of the combined voting power of BCH’s or Bank’s then outstanding securities; (v) a situation where, in any one-year period, individuals who at the beginning of such period constitute the Board of Directors of the Bank or BCH cease for any reason to constitute at least a majority thereof; or (vi) the shareholder(s) of the Bank or BCH approve the sale or transfer of substantially all of the Bank’s or BCH’s assets to parties that are not within a “controlled group of corporations” (as that term is defined in Section 1563 of the Internal Revenue Code of 1986, as amended) in which the Bank, or as applicable BCH, is a member. Notwithstanding the foregoing or any other provision of this Agreement anything else contained herein to the contrary, (i) if the individuals who constitute the directors of the Bank and BCH at the time a definitive agreement for a proposed transaction described above (excepting therefrom the situation described in subparagraph (v) above) is executed will, according to the terms of the definitive agreement, constitute a majority of the members of the board of directors of the resulting entity(ies) or acquiring person(s) that control(s) or is(are) the successor(s) to the Bank and BCH immediately after the transaction, then before a transaction or event that would otherwise constitute a change in control shall be deemed to have occurred, such directors of the Bank and BCH may determine by majority vote that the specific transaction or event does not constitute a change in control; and (ii) there shall not be a change in control hereunder in the event that (A) an Employee Stock Ownership Plan is sponsored by BCH which is the party that acquires “control” or is the principal participant in the transaction constituting a “change in control,” as described above, or (B) a reorganization is initiated by the Board of Directors of the Bank or BCH in which the Bank is merged with and into another wholly-owned bank subsidiary of BCH to consolidate operations under the charter of such other bank subsidiary.

Severance Benefits - Change in Control. The Executive shall be entitled to receive severance benefits in the event of a “change in control” as defined herein if, in connection with a change in control or within eighteen thirty (1830) months following consummation of a change in control, (i) the Executive’s 's employment is terminated by BCH, the Bank or a successor entity to BCH or the Bank, or by an organization that owns a controlling interest in either such successor entity, based upon automatic termination pursuant to paragraph 16 (a) (1), (4) or (11, to the extent of breach by the Bank, BCH, such a successor entity or organization), or paragraph 16 (b); or (ii) the Executive terminates employment based upon the occurrence, without the Executive’s written consent, of (A) any material adverse change in the nature and scope of the Executive’s 's position, authorities, responsibilities, duties, or a change of twenty (20) miles or more in the Executive’s 's location of employment, or any material reduction in the Executive’s base salary, incentive compensation (including any material adverse change to the terms of the Incentive Plan after the date of this Agreement) or other benefits under this Agreement, or (B) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of the Executive’s 's employment. In order to receive severance benefits after termination pursuant to paragraph 16(e) (ii), the Executive must give written notice to BCH, the Bank or a successor entity to BCH or the Bank, or to an organization that owns a controlling interest in either such successor entity, of the Executive’s intention to terminate employment based upon and within ninety (90) days of the occurrence of an event specified in paragraph 16(e) (ii), and thereafter the recipient of such notice shall have a thirty (30) day right to cure period from the date of receipt of such notice within which to rescind or otherwise reverse the occurrence of an event specified in paragraph 16(e) (ii) before the Executive’s termination becomes effective. An event constituting a “material adverse change in the nature and scope of Executive’s position, authorities, responsibilities, duties” or “a demotion, significant diminution or constructive termination” shall be deemed to have occurred if following a “change in control,” the Executive is not the sole Executive Vice President and Chief Banking Executive Officer of both the successor entity to the BankBank and the successor entity to BCH, or any organization that owns a controlling interest in either such successor entity. Subject to paragraphs 17 and 30 of this Agreement, the severance benefits payable pursuant to this paragraph 16 (e) shall consist of (i) a cash payment in an amount equal to two and one-half (22 ½) times the Executive’s 's (A) annual base salary during the year the termination or other event triggering a right to severance benefits hereunder occurs and (B) average bonus or incentive compensation amount paid to the Executive in the three (3) year period immediately preceding the termination, less applicable withholding deductions (in addition to base salary, incentive compensation, or other payments, if any, due the Executive), payable in lump sum promptly after within thirty (6030) days following such termination (but in no event later than March 15 following the end of the calendar year that includes such termination); (ii) acceleration of vesting of any stock options or equity awards granted to the Executive pursuant to the BCH Plans; and (iii) continuation of group insurance coverages specified in paragraph 13 (c) of this Agreement for the Executive and her his dependents pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or under applicable California law pursuant to Assembly Bxxx Xxxx No. 1401 (“Cal-COBRA”), with one hundred percent (100%) of premiums for the insurance coverages payable by the Bank or BCH monthly to the Executive for a period of twenty-four thirty (2430) months from the date of termination. Notwithstanding the foregoing or any other provision anything contained in this Agreement to the contrary, the obligation of the Bank or BCH to pay the premium costs related to the COBRA or Cal-COBRA continuation of insurance coverages shall terminate at the earlier of the expiration of twenty-four thirty (2430) months from the date of termination or the date of commencement of comparable insurance coverages for the Executive by another employer. After such expiration date, the Executive shall have such rights to continue to participate under the Bank’s or BCH’s group health benefits plan at the Executive’s expense as may be available under COBRA or Cal COBRA. The Executive agrees to notify the Bank or BCH as soon as practicable, but not less than ten (10) business days in advance of the commencement of such comparable insurance coverages with another employer and to repay to the Bank or BCH any amounts paid by the Bank or BCH to or for the benefit of the Executive that overlap the coverages provided by the other employer. Notwithstanding the foregoing or any other provision in of this Agreement to the contrary, if any part or all of the severance benefits is subject to taxation under Section 409A of the Internal Revenue Code of 1986, as amended, as determined by the Bank or BCH, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in paragraph 17 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this paragraph 16 (e) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Bank and BCH and their respective successors and assigns, and the Executive and the Executive’s heirs, beneficiaries, successors, permitted assigns or transferees, executors, administrators, trustees, and any other legal or personal representatives. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (5), (7), (8), (9), or (1110, to the extent of an Executive breach), or in the event the Executive terminates employment in accordance with paragraph 16 (c) (i) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. A “change in control” for purposes of this Agreement and paragraph 16 (e), subject to the limitation of Section 409A of the Internal Revenue Code of 1986, as amended, set forth in paragraph 17 of this Agreement, shall mean the occurrence of any of the following events with respect to the Bank or BCH: (i) a change in control of a nature that would be required to be reported in response to Item 6 (e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or in response to any other form or report to the regulatory agencies or governmental authorities having jurisdiction over the Bank or BCH or any stock exchange on which BCH’s 's shares are listed which requires the reporting of a change in control; (ii) any merger, consolidation or reorganization of the Bank or BCH in which the Bank or BCH does not survive; (iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of any assets of the Bank or BCH having an aggregate fair market value of fifty percent (50%) or more of the total value of the assets of the Bank or BCH, reflected in the most recent consolidated audited or interim unaudited balance sheet of BCH; (iv) a transaction whereby any “person” (as such term is used in the Exchange Act) or any individual, corporation, partnership, trust or any other entity is or becomes the beneficial owner, directly or indirectly, of securities of BCH or Bank representing twenty-five percent (25%) or more of the combined voting power of BCH’s or Bank’s then outstanding securities; (v) a situation where, in any one-year period, individuals who at the beginning of such period constitute the Board of Directors of the Bank or BCH cease for any reason to constitute at least a majority thereof; or (vi) the shareholder(s) of the Bank or BCH approve the sale or transfer of substantially all of the Bank’s or BCH’s assets to parties that are not within a “controlled group of corporations” (as that term is defined in Section 1563 of the Internal Revenue Code of 1986, as amended) in which the Bank, or as applicable BCH, is a member. Notwithstanding the foregoing or any other provision of this Agreement anything else contained herein to the contrary, (i) if the individuals who constitute the directors of the Bank and BCH at the time a definitive agreement for a proposed transaction described above (excepting therefrom the situation described in subparagraph (v) above) is executed will, according to the terms of the definitive agreement, constitute a majority of the members of the board of directors of the resulting entity(ies) or acquiring person(s) that control(s) or is(are) the successor(s) to the Bank and BCH immediately after the transaction, then before a transaction or event that would otherwise constitute a change in control shall be deemed to have occurred, such directors of the Bank and BCH may determine by majority vote that the specific transaction or event does not constitute a change in control; and (ii) there shall not be a change in control hereunder in the event that (A) an Employee Stock Ownership Plan is sponsored by BCH which is the party that acquires “control” or is the principal participant in the transaction constituting a “change in control,” as described above, or (B) a reorganization is initiated by the Board of Directors of the Bank or BCH in which the Bank is merged with and into another wholly-owned bank subsidiary of BCH to consolidate operations under the charter of such other bank subsidiary.

Severance Benefits - Change in Control. The Executive shall be entitled to receive severance benefits in the event of a “change in control” as defined herein if, in connection with a change in control or within eighteen (18) months following consummation of a change in control, (i) the Executive’s 's employment is terminated by BCH, the Bank or a successor entity to BCH or the Bank, or by an organization that owns a controlling interest in either such successor entity, based upon automatic termination pursuant to paragraph 16 (a) (1), (4) or (11, to the extent of breach by the Bank, BCH, such a successor entity or organization), or paragraph 16 (b); or (ii) the Executive terminates employment based upon the occurrence, without the Executive’s written consent, of (A) any material adverse change in the nature and scope of the Executive’s 's position, authorities, responsibilities, duties, or a change of twenty (20) miles or more in the Executive’s 's location of employment, or any material reduction in the Executive’s base salary, incentive compensation (including any material adverse change to the terms of the Incentive Plan after the date of this Agreement) or other benefits under this Agreement, or (B) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of the Executive’s 's employment. In order to receive severance benefits after termination pursuant to paragraph 16(e) (ii), the Executive must give written notice to BCH, the Bank or a successor entity to BCH or the Bank, or to an organization that owns a controlling interest in either such successor entity, of the Executive’s intention to terminate employment based upon and within ninety (90) days of the occurrence of an event specified in paragraph 16(e) (ii), and thereafter the recipient of such notice shall have a thirty (30) day right to cure period from the date of receipt of such notice within which to rescind or otherwise reverse the occurrence of an event specified in paragraph 16(e) (ii) before the Executive’s termination becomes effective. An event constituting a “material adverse change in the nature and scope of Executive’s position, authorities, responsibilities, duties” or “a demotion, significant diminution or constructive termination” shall be deemed to have occurred if following a “change in control,” the Executive is not the sole Executive Vice President, Chief Financial Officer and Chief Strategic Officer of the successor entity to BCH and the Executive Vice President and Chief Banking Risk Officer of the successor entity to the Bank, or any organization that owns a controlling interest in either such successor entity. Subject to paragraphs 17 and 30 of this Agreement, the severance benefits payable pursuant to this paragraph 16 (e) shall consist of (i) a cash payment in an amount equal to two one and one-half (21½) times the Executive’s 's (A) annual base salary during the year the termination or other event triggering a right to severance benefits hereunder occurs and (B) average bonus or incentive compensation amount paid to the Executive in the three (3) year period immediately preceding the termination, less applicable withholding deductions (in addition to base salary, incentive compensation, or other payments, if any, due the Executive), payable in lump sum promptly after within thirty (6030) days following such termination (but in no event later than March 15 following the end of the calendar year that includes such termination); (ii) acceleration of vesting of any stock options or equity awards granted to the Executive pursuant to the BCH Plans; and (iii) continuation of group insurance coverages specified in paragraph 13 (c) of this Agreement for the Executive and her his dependents pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or under applicable California law pursuant to Assembly Bxxx Xxxx No. 1401 (“Cal-COBRA”), with one hundred percent (100%) of premiums for the insurance coverages payable by the Bank or BCH monthly to the Executive for a period of twenty-four eighteen (2418) months from the date of termination. Notwithstanding the foregoing or any other provision anything contained in this Agreement to the contrary, the obligation of the Bank or BCH to pay the premium costs related to the COBRA or Cal-COBRA continuation of insurance coverages shall terminate at the earlier of the expiration of twenty-four eighteen (2418) months from the date of termination or the date of commencement of comparable insurance coverages for the Executive by another employer. After such expiration date, the Executive shall have such rights to continue to participate under the Bank’s or BCH’s group health benefits plan at the Executive’s expense as may be available under COBRA or Cal COBRA. The Executive agrees to notify the Bank or BCH as soon as practicable, but not less than ten (10) business days in advance of the commencement of such comparable insurance coverages with another employer and to repay to the Bank or BCH any amounts paid by the Bank or BCH to or for the benefit of the Executive that overlap the coverages provided by the other employer. Notwithstanding the foregoing or any other provision in of this Agreement to the contrary, if any part or all of the severance benefits is subject to taxation under Section 409A of the Internal Revenue Code of 1986, as amended, as determined by the Bank or BCH, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in paragraph 17 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this paragraph 16 (e) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Bank and BCH and their respective successors and assigns, and the Executive and the Executive’s heirs, beneficiaries, successors, permitted assigns or transferees, executors, administrators, trustees, and any other legal or personal representatives. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (5), (7), (8), (9), or (1110, to the extent of an Executive breach), or in the event the Executive terminates employment in accordance with paragraph 16 (c) (i) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. A “change in control” for purposes of this Agreement and paragraph 16 (e), subject to the limitation of Section 409A of the Internal Revenue Code of 1986, as amended, set forth in paragraph 17 of this Agreement, shall mean the occurrence of any of the following events with respect to the Bank or BCH: (i) a change in control of a nature that would be required to be reported in response to Item 6 (e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or in response to any other form or report to the regulatory agencies or governmental authorities having jurisdiction over the Bank or BCH or any stock exchange on which BCH’s 's shares are listed which requires the reporting of a change in control; (ii) any merger, consolidation or reorganization of the Bank or BCH in which the Bank or BCH does not survive; (iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of any assets of the Bank or BCH having an aggregate fair market value of fifty percent (50%) or more of the total value of the assets of the Bank or BCH, reflected in the most recent consolidated audited or interim unaudited balance sheet of BCH; (iv) a transaction whereby any “person” (as such term is used in the Exchange Act) or any individual, corporation, partnership, trust or any other entity is or becomes the beneficial owner, directly or indirectly, of securities of BCH or Bank representing twenty-five percent (25%) or more of the combined voting power of BCH’s or Bank’s then outstanding securities; (v) a situation where, in any one-year period, individuals who at the beginning of such period constitute the Board of Directors of the Bank or BCH cease for any reason to constitute at least a majority thereof; or (vi) the shareholder(s) of the Bank or BCH approve the sale or transfer of substantially all of the Bank’s or BCH’s assets to parties that are not within a “controlled group of corporations” (as that term is defined in Section 1563 of the Internal Revenue Code of 1986, as amended) in which the Bank, or as applicable BCH, is a member. Notwithstanding the foregoing or any other provision of this Agreement anything else contained herein to the contrary, (i) if the individuals who constitute the directors of the Bank and BCH at the time a definitive agreement for a proposed transaction described above (excepting therefrom the situation described in subparagraph (v) above) is executed will, according to the terms of the definitive agreement, constitute a majority of the members of the board of directors of the resulting entity(ies) or acquiring person(s) that control(s) or is(are) the successor(s) to the Bank and BCH immediately after the transaction, then before a transaction or event that would otherwise constitute a change in control shall be deemed to have occurred, such directors of the Bank and BCH may determine by majority vote that the specific transaction or event does not constitute a change in control; and (ii) there shall not be a change in control hereunder in the event that (A) an Employee Stock Ownership Plan is sponsored by BCH which is the party that acquires “control” or is the principal participant in the transaction constituting a “change in control,” as described above, or (B) a reorganization is initiated by the Board of Directors of the Bank or BCH in which the Bank is merged with and into another wholly-owned bank subsidiary of BCH to consolidate operations under the charter of such other bank subsidiary.

Severance Benefits - Change in Control. The Executive shall be entitled to receive severance benefits in the event of a “change in control” as defined herein if, in connection with a change in control or within eighteen (18) months following consummation of a change in control, (i) the Executive’s 's employment is terminated by BCH, the Bank or a successor entity to BCH or the Bank, or by an organization that owns a controlling interest in either such successor entity, based upon automatic termination pursuant to paragraph 16 (a) (1), (4) or (11, to the extent of breach by the Bank, BCH, such a successor entity or organization), or paragraph 16 (b); or (ii) the Executive terminates employment based upon the occurrence, without the Executive’s written consent, of (A) any material adverse change in the nature and scope of the Executive’s 's position, authorities, responsibilities, duties, or a change of twenty (20) miles or more in the Executive’s 's location of employment, or any material reduction in the Executive’s base salary, incentive compensation (including any material adverse change to the terms of the Incentive Plan after the date of this Agreement) or other benefits under this Agreement, or (B) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of the Executive’s 's employment. In order to receive severance benefits after termination pursuant to paragraph 16(e) (ii), the Executive must give written notice to BCH, the Bank or a successor entity to BCH or the Bank, or to an organization that owns a controlling interest in either such successor entity, of the Executive’s intention to terminate employment based upon and within ninety (90) days of the occurrence of an event specified in paragraph 16(e) (ii), and thereafter the recipient of such notice shall have a thirty (30) day right to cure period from the date of receipt of such notice within which to rescind or otherwise reverse the occurrence of an event specified in paragraph 16(e) (ii) before the Executive’s termination becomes effective. An event constituting a “material adverse change in the nature and scope of Executive’s position, authorities, responsibilities, duties” or “a demotion, significant diminution or constructive termination” shall be deemed to have occurred if following a “change in control,” the Executive is not the sole Executive Vice President, Chief Financial Officer and Chief Strategic Officer of the successor entity to BCH and the Executive Vice President and Chief Banking Risk Officer of the successor entity to the Bank, or any organization that owns a controlling interest in either such successor entity. Subject to paragraphs 17 and 30 of this Agreement, the severance benefits payable pursuant to this paragraph 16 (e) shall consist of (i) a cash payment in an amount equal to two (2) times the Executive’s 's (A) annual base salary during the year the termination or other event triggering a right to severance benefits hereunder occurs and (B) average bonus or incentive compensation amount paid to the Executive in the three (3) year period immediately preceding the termination, less applicable withholding deductions (in addition to base salary, incentive compensation, or other payments, if any, due the Executive), payable in lump sum promptly after sixty (60) days following such termination (but in no event later than March 15 following the end of the calendar year that includes such termination); (ii) acceleration of vesting of any stock options or equity awards granted to the Executive pursuant to the BCH Plans; and (iii) continuation of group insurance coverages specified in paragraph 13 (c) of this Agreement for the Executive and her his dependents pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or under applicable California law pursuant to Assembly Bxxx No. 1401 (“Cal-COBRA”), with one hundred percent (100%) of premiums for the insurance coverages payable by the Bank or BCH monthly to the Executive for a period of twenty-four (24) months from the date of termination. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, the obligation of the Bank or BCH to pay the premium costs related to the COBRA or Cal-COBRA continuation of insurance coverages shall terminate at the earlier of the expiration of twenty-four (24) months from the date of termination or the date of commencement of comparable insurance coverages for the Executive by another employer. After such expiration date, the Executive shall have such rights to continue to participate under the Bank’s or BCH’s group health benefits plan at the Executive’s expense as may be available under COBRA or Cal COBRA. The Executive agrees to notify the Bank or BCH as soon as practicable, but not less than ten (10) business days in advance of the commencement of such comparable insurance coverages with another employer and to repay to the Bank or BCH any amounts paid by the Bank or BCH to or for the benefit of the Executive that overlap the coverages provided by the other employer. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, if any part or all of the severance benefits is subject to taxation under Section 409A of the Internal Revenue Code of 1986, as amended, as determined by the Bank or BCH, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in paragraph 17 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this paragraph 16 (e) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Bank and BCH and their respective successors and assigns, and the Executive and the Executive’s heirs, beneficiaries, successors, permitted assigns or transferees, executors, administrators, trustees, and any other legal or personal representatives. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (5), (7), (8), (9), or (11, to the extent of an Executive breach), or in the event the Executive terminates employment in accordance with paragraph 16 (c) (i) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. A “change in control” for purposes of this Agreement and paragraph 16 (e), subject to the limitation of Section 409A of the Internal Revenue Code of 1986, as amended, set forth in paragraph 17 of this Agreement, shall mean the occurrence of any of the following events with respect to the Bank or BCH: (i) a change in control of a nature that would be required to be reported in response to Item 6 (e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or in response to any other form or report to the regulatory agencies or governmental authorities having jurisdiction over the Bank or BCH or any stock exchange on which BCH’s 's shares are listed which requires the reporting of a change in control; (ii) any merger, consolidation or reorganization of the Bank or BCH in which the Bank or BCH does not survive; (iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of any assets of the Bank or BCH having an aggregate fair market value of fifty percent (50%) or more of the total value of the assets of the Bank or BCH, reflected in the most recent consolidated audited or interim unaudited balance sheet of BCH; (iv) a transaction whereby any “person” (as such term is used in the Exchange Act) or any individual, corporation, partnership, trust or any other entity is or becomes the beneficial owner, directly or indirectly, of securities of BCH or Bank representing twenty-five percent (25%) or more of the combined voting power of BCH’s or Bank’s then outstanding securities; (v) a situation where, in any one-year period, individuals who at the beginning of such period constitute the Board of Directors of the Bank or BCH cease for any reason to constitute at least a majority thereof; or (vi) the shareholder(s) of the Bank or BCH approve the sale or transfer of substantially all of the Bank’s or BCH’s assets to parties that are not within a “controlled group of corporations” (as that term is defined in Section 1563 of the Internal Revenue Code of 1986, as amended) in which the Bank, or as applicable BCH, is a member. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, (i) if the individuals who constitute the directors of the Bank and BCH at the time a definitive agreement for a proposed transaction described above (excepting therefrom the situation described in subparagraph (v) above) is executed will, according to the terms of the definitive agreement, constitute a majority of the members of the board of directors of the resulting entity(ies) or acquiring person(s) that control(s) or is(are) the successor(s) to the Bank and BCH immediately after the transaction, then before a transaction or event that would otherwise constitute a change in control shall be deemed to have occurred, such directors of the Bank and BCH may determine by majority vote that the specific transaction or event does not constitute a change in control; and (ii) there shall not be a change in control hereunder in the event that (A) an Employee Stock Ownership Plan is sponsored by BCH which is the party that acquires “control” or is the principal participant in the transaction constituting a “change in control,” as described above, or (B) a reorganization is initiated by the Board of Directors of the Bank or BCH in which the Bank is merged with and into another wholly-owned bank subsidiary of BCH to consolidate operations under the charter of such other bank subsidiary.

Severance Benefits - Change in Control. The Executive shall be entitled to receive severance benefits in the event of a “change in control” as defined herein if, in connection with a change in control or within eighteen thirty (1830) months following consummation of a change in control, (i) the Executive’s 's employment is terminated by BCH, the Bank or a successor entity to BCH or the Bank, or by an organization that owns a controlling interest in either such successor entity, based upon automatic termination pursuant to paragraph 16 (a) (1), (4) or (11, to the extent of breach by the Bank, BCH, such a successor entity or organization), or paragraph 16 (b); or (ii) the Executive terminates employment based upon the occurrence, without the Executive’s written consent, of (A) any material adverse change in the nature and scope of the Executive’s 's position, authorities, responsibilities, duties, or a change of twenty (20) miles or more in the Executive’s 's location of employment, or any material reduction in the Executive’s base salary, incentive compensation (including any material adverse change to the terms of the Incentive Plan after the date of this Agreement) or other benefits under this Agreement, or (B) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of the Executive’s 's employment. In order to receive severance benefits after termination pursuant to paragraph 16(e) (ii), the Executive must give written notice to BCH, the Bank or a successor entity to BCH or the Bank, or to an organization that owns a controlling interest in either such successor entity, of the Executive’s intention to terminate employment based upon and within ninety (90) days of the occurrence of an event specified in paragraph 16(e) (ii), and thereafter the recipient of such notice shall have a thirty (30) day right to cure period from the date of receipt of such notice within which to rescind or otherwise reverse the occurrence of an event specified in paragraph 16(e) (ii) before the Executive’s termination becomes effective. An event constituting a “material adverse change in the nature and scope of Executive’s position, authorities, responsibilities, duties” or “a demotion, significant diminution or constructive termination” shall be deemed to have occurred if following a “change in control,” the Executive is not the sole Executive Vice President and Chief Banking Executive Officer of both the successor entity to the BankBank and the successor entity to BCH, or any organization that owns a controlling interest in either such successor entity. Subject to paragraphs 17 and 30 of this Agreement, the severance benefits payable pursuant to this paragraph 16 (e) shall consist of (i) a cash payment in an amount equal to two and ninety-nine one hundredths (22.99) times the Executive’s 's (A) annual base salary during the year the termination or other event triggering a right to severance benefits hereunder occurs and (B) average bonus or incentive compensation amount paid to the Executive in the three (3) year period immediately preceding the termination, less applicable withholding deductions (in addition to base salary, incentive compensation, or other payments, if any, due the Executive), payable in lump sum promptly after sixty (60) days following such termination (but in no event later than March 15 following the end of the calendar year that includes such termination); (ii) acceleration of vesting of any stock options or equity awards granted to the Executive pursuant to the BCH Plans; and (iii) continuation of group insurance coverages specified in paragraph 13 (c) of this Agreement for the Executive and her his dependents pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or under applicable California law pursuant to Assembly Bxxx No. 1401 (“Cal-COBRA”), with one hundred percent (100%) of premiums for the insurance coverages payable by the Bank or BCH monthly to the Executive for a period of twentythirty-four six (2436) months from the date of termination. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, the obligation of the Bank or BCH to pay the premium costs related to the COBRA or Cal-COBRA continuation of insurance coverages shall terminate at the earlier of the expiration of twentythirty-four six (2436) months from the date of termination or the date of commencement of comparable insurance coverages for the Executive by another employer. After such expiration date, the Executive shall have such rights to continue to participate under the Bank’s or BCH’s group health benefits plan at the Executive’s expense as may be available under COBRA or Cal COBRA. The Executive agrees to notify the Bank or BCH as soon as practicable, but not less than ten (10) business days in advance of the commencement of such comparable insurance coverages with another employer and to repay to the Bank or BCH any amounts paid by the Bank or BCH to or for the benefit of the Executive that overlap the coverages provided by the other employer. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, if any part or all of the severance benefits is subject to taxation under Section 409A of the Internal Revenue Code of 1986, as amended, as determined by the Bank or BCH, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in paragraph 17 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this paragraph 16 (e) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Bank and BCH and their respective successors and assigns, and the Executive and the Executive’s heirs, beneficiaries, successors, permitted assigns or transferees, executors, administrators, trustees, and any other legal or personal representatives. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (5), (7), (8), (9), or (11, to the extent of an Executive breach), or in the event the Executive terminates employment in accordance with paragraph 16 (c) (i) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. A “change in control” for purposes of this Agreement and paragraph 16 (e), subject to the limitation of Section 409A of the Internal Revenue Code of 1986, as amended, set forth in paragraph 17 of this Agreement, shall mean the occurrence of any of the following events with respect to the Bank or BCH: (i) a change in control of a nature that would be required to be reported in response to Item 6 (e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or in response to any other form or report to the regulatory agencies or governmental authorities having jurisdiction over the Bank or BCH or any stock exchange on which BCH’s 's shares are listed which requires the reporting of a change in control; (ii) any merger, consolidation or reorganization of the Bank or BCH in which the Bank or BCH does not survive; (iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of any assets of the Bank or BCH having an aggregate fair market value of fifty percent (50%) or more of the total value of the assets of the Bank or BCH, reflected in the most recent consolidated audited or interim unaudited balance sheet of BCH; (iv) a transaction whereby any “person” (as such term is used in the Exchange Act) or any individual, corporation, partnership, trust or any other entity is or becomes the beneficial owner, directly or indirectly, of securities of BCH or Bank representing twenty-five percent (25%) or more of the combined voting power of BCH’s or Bank’s then outstanding securities; (v) a situation where, in any one-year period, individuals who at the beginning of such period constitute the Board of Directors of the Bank or BCH cease for any reason to constitute at least a majority thereof; or (vi) the shareholder(s) of the Bank or BCH approve the sale or transfer of substantially all of the Bank’s or BCH’s assets to parties that are not within a “controlled group of corporations” (as that term is defined in Section 1563 of the Internal Revenue Code of 1986, as amended) in which the Bank, or as applicable BCH, is a member. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, (i) if the individuals who constitute the directors of the Bank and BCH at the time a definitive agreement for a proposed transaction described above (excepting therefrom the situation described in subparagraph (v) above) is executed will, according to the terms of the definitive agreement, constitute a majority of the members of the board of directors of the resulting entity(ies) or acquiring person(s) that control(s) or is(are) the successor(s) to the Bank and BCH immediately after the transaction, then before a transaction or event that would otherwise constitute a change in control shall be deemed to have occurred, such directors of the Bank and BCH may determine by majority vote that the specific transaction or event does not constitute a change in control; and (ii) there shall not be a change in control hereunder in the event that (A) an Employee Stock Ownership Plan is sponsored by BCH which is the party that acquires “control” or is the principal participant in the transaction constituting a “change in control,” as described above, or (B) a reorganization is initiated by the Board of Directors of the Bank or BCH in which the Bank is merged with and into another wholly-owned bank subsidiary of BCH to consolidate operations under the charter of such other bank subsidiary.

Severance Benefits - Change in Control. The Executive shall be entitled to receive severance benefits in the event of a “change in control” as defined herein if, in connection with a change in control or within eighteen (18) months following consummation of a change in control, (i) the Executive’s 's employment is terminated by BCH, the Bank or a successor entity to BCH or the Bank, or by an organization that owns a controlling interest in either such successor entity, based upon automatic termination pursuant to paragraph 16 (a) (1), (4) or (11, to the extent of breach by the Bank, BCH, such a successor entity or organization), or paragraph 16 (b); or (ii) the Executive terminates employment based upon the occurrence, without the Executive’s written consent, of (A) any material adverse change in the nature and scope of the Executive’s 's position, authorities, responsibilities, duties, or a change of twenty (20) miles or more in the Executive’s 's location of employment, or any material reduction in the Executive’s base salary, incentive compensation (including any material adverse change to the terms of the Incentive Plan after the date of this Agreement) or other benefits under this Agreement, or (B) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of the Executive’s 's employment. In order to receive severance benefits after termination pursuant to paragraph 16(e) (ii), the Executive must give written notice to BCH, the Bank or a successor entity to BCH or the Bank, or to an organization that owns a controlling interest in either such successor entity, of the Executive’s intention to terminate employment based upon and within ninety (90) days of the occurrence of an event specified in paragraph 16(e) (ii), and thereafter the recipient of such notice shall have a thirty (30) day right to cure period from the date of receipt of such notice within which to rescind or otherwise reverse the occurrence of an event specified in paragraph 16(e) (ii) before the Executive’s termination becomes effective. An event constituting a “material adverse change in the nature and scope of Executive’s position, authorities, responsibilities, duties” or “a demotion, significant diminution or constructive termination” shall be deemed to have occurred if following a “change in control,” the Executive is not the sole Executive Vice President and Chief Banking Operating Officer of the successor entity to the Bank, or any organization that owns a controlling interest in such successor entity. Subject to paragraphs 17 and 30 of this Agreement, the severance benefits payable pursuant to this paragraph 16 (e) shall consist of (i) a cash payment in an amount equal to two (2) times the Executive’s 's (A) annual base salary during the year the termination or other event triggering a right to severance benefits hereunder occurs and (B) average bonus or incentive compensation amount paid to the Executive in the three (3) year period immediately preceding the termination, less applicable withholding deductions (in addition to base salary, incentive compensation, or other payments, if any, due the Executive), payable in lump sum promptly after (60) days following such termination (but in no event later than March 15 following the end of the calendar year that includes such termination); (ii) acceleration of vesting of any stock options or equity awards granted to the Executive pursuant to the BCH Plans; and (iii) continuation of group insurance coverages specified in paragraph 13 (c) of this Agreement for the Executive and her his dependents pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or under applicable California law pursuant to Assembly Bxxx No. 1401 (“Cal-COBRA”), with one hundred percent (100%) of premiums for the insurance coverages payable by the Bank or BCH monthly to the Executive for a period of twenty-four (24) months from the date of termination. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, the obligation of the Bank or BCH to pay the premium costs related to the COBRA or Cal-COBRA continuation of insurance coverages shall terminate at the earlier of the expiration of twenty-four (24) months from the date of termination or the date of commencement of comparable insurance coverages for the Executive by another employer. After such expiration date, the Executive shall have such rights to continue to participate under the Bank’s or BCH’s group health benefits plan at the Executive’s expense as may be available under COBRA or Cal COBRA. The Executive agrees to notify the Bank or BCH as soon as practicable, but not less than ten (10) business days in advance of the commencement of such comparable insurance coverages with another employer and to repay to the Bank or BCH any amounts paid by the Bank or BCH to or for the benefit of the Executive that overlap the coverages provided by the other employer. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, if any part or all of the severance benefits is subject to taxation under Section 409A of the Internal Revenue Code of 1986, as amended, as determined by the Bank or BCH, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in paragraph 17 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this paragraph 16 (e) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Bank and BCH and their respective successors and assigns, and the Executive and the Executive’s heirs, beneficiaries, successors, permitted assigns or transferees, executors, administrators, trustees, and any other legal or personal representatives. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (5), (7), (8), (9), or (11, to the extent of an Executive breach), or in the event the Executive terminates employment in accordance with paragraph 16 (c) (i) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. A “change in control” for purposes of this Agreement and paragraph 16 (e), subject to the limitation of Section 409A of the Internal Revenue Code of 1986, as amended, set forth in paragraph 17 of this Agreement, shall mean the occurrence of any of the following events with respect to the Bank or BCH: (i) a change in control of a nature that would be required to be reported in response to Item 6 (e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or in response to any other form or report to the regulatory agencies or governmental authorities having jurisdiction over the Bank or BCH or any stock exchange on which BCH’s 's shares are listed which requires the reporting of a change in control; (ii) any merger, consolidation or reorganization of the Bank or BCH in which the Bank or BCH does not survive; (iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of any assets of the Bank or BCH having an aggregate fair market value of fifty percent (50%) or more of the total value of the assets of the Bank or BCH, reflected in the most recent consolidated audited or interim unaudited balance sheet of BCH; (iv) a transaction whereby any “person” (as such term is used in the Exchange Act) or any individual, corporation, partnership, trust or any other entity is or becomes the beneficial owner, directly or indirectly, of securities of BCH or Bank representing twenty-five percent (25%) or more of the combined voting power of BCH’s or Bank’s then outstanding securities; (v) a situation where, in any one-year period, individuals who at the beginning of such period constitute the Board of Directors of the Bank or BCH cease for any reason to constitute at least a majority thereof; or (vi) the shareholder(s) of the Bank or BCH approve the sale or transfer of substantially all of the Bank’s or BCH’s assets to parties that are not within a “controlled group of corporations” (as that term is defined in Section 1563 of the Internal Revenue Code of 1986, as amended) in which the Bank, or as applicable BCH, is a member. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, (i) if the individuals who constitute the directors of the Bank and BCH at the time a definitive agreement for a proposed transaction described above (excepting therefrom the situation described in subparagraph (v) above) is executed will, according to the terms of the definitive agreement, constitute a majority of the members of the board of directors of the resulting entity(ies) or acquiring person(s) that control(s) or is(are) the successor(s) to the Bank and BCH immediately after the transaction, then before a transaction or event that would otherwise constitute a change in control shall be deemed to have occurred, such directors of the Bank and BCH may determine by majority vote that the specific transaction or event does not constitute a change in control; and (ii) there shall not be a change in control hereunder in the event that (A) an Employee Stock Ownership Plan is sponsored by BCH which is the party that acquires “control” or is the principal participant in the transaction constituting a “change in control,” as described above, or (B) a reorganization is initiated by the Board of Directors of the Bank or BCH in which the Bank is merged with and into another wholly-owned bank subsidiary of BCH to consolidate operations under the charter of such other bank subsidiary.

Severance Benefits - Change in Control. The Executive shall be entitled to receive severance benefits in the event of a “change in control” as defined herein if, in connection with a change in control or within eighteen (18) months following consummation of a change in control, (i) the Executive’s 's employment is terminated by BCH, the Bank or a successor entity to BCH or the Bank, or by an organization that owns a controlling interest in either such successor entity, based upon automatic termination pursuant to paragraph 16 (a) (1), (4) or (11, to the extent of breach by the Bank, BCH, such a successor entity or organization), or paragraph 16 (b); or (ii) the Executive terminates employment based upon the occurrence, without the Executive’s written consent, of (A) any material adverse change in the nature and scope of the Executive’s 's position, authorities, responsibilities, duties, or a change of twenty (20) miles or more in the Executive’s 's location of employment, or any material reduction in the Executive’s base salary, incentive compensation (including any material adverse change to the terms of the Incentive Plan after the date of this Agreement) or other benefits under this Agreement, or (B) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of the Executive’s 's employment. In order to receive severance benefits after termination pursuant to paragraph 16(e) (ii), the Executive must give written notice to BCH, the Bank or a successor entity to BCH or the Bank, or to an organization that owns a controlling interest in either such successor entity, of the Executive’s intention to terminate employment based upon and within ninety (90) days of the occurrence of an event specified in paragraph 16(e) (ii), and thereafter the recipient of such notice shall have a thirty (30) day right to cure period from the date of receipt of such notice within which to rescind or otherwise reverse the occurrence of an event specified in paragraph 16(e) (ii) before the Executive’s termination becomes effective. An event constituting a “material adverse change in the nature and scope of Executive’s position, authorities, responsibilities, duties” or “a demotion, significant diminution or constructive termination” shall be deemed to have occurred if following a “change in control,” the Executive is not the sole Executive Vice President and Chief Banking Officer of the successor entity to the Bank, or any organization that owns a controlling interest in such successor entity. Subject to paragraphs 17 and 30 of this Agreement, the severance benefits payable pursuant to this paragraph 16 (e) shall consist of (i) a cash payment in an amount equal to two one and one-half (21½) times the Executive’s 's (A) annual base salary during the year the termination or other event triggering a right to severance benefits hereunder occurs and (B) average bonus or incentive compensation amount paid to the Executive in the three (3) year period immediately preceding the termination, less applicable withholding deductions (in addition to base salary, incentive compensation, or other payments, if any, due the Executive), payable in lump sum promptly after within thirty (6030) days following such termination (but in no event later than March 15 following the end of the calendar year that includes such termination); (ii) acceleration of vesting of any stock options or equity awards granted to the Executive pursuant to the BCH Plans; and (iii) continuation of group insurance coverages specified in paragraph 13 (c) of this Agreement for the Executive and her dependents pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or under applicable California law pursuant to Assembly Bxxx Xxxx No. 1401 (“Cal-COBRA”), with one hundred percent (100%) of premiums for the insurance coverages payable by the Bank or BCH monthly to the Executive for a period of twenty-four eighteen (2418) months from the date of termination. Notwithstanding the foregoing or any other provision anything contained in this Agreement to the contrary, the obligation of the Bank or BCH to pay the premium costs related to the COBRA or Cal-COBRA continuation of insurance coverages shall terminate at the earlier of the expiration of twenty-four eighteen (2418) months from the date of termination or the date of commencement of comparable insurance coverages for the Executive by another employer. After such expiration date, the Executive shall have such rights to continue to participate under the Bank’s or BCH’s group health benefits plan at the Executive’s expense as may be available under COBRA or Cal COBRA. The Executive agrees to notify the Bank or BCH as soon as practicable, but not less than ten (10) business days in advance of the commencement of such comparable insurance coverages with another employer and to repay to the Bank or BCH any amounts paid by the Bank or BCH to or for the benefit of the Executive that overlap the coverages provided by the other employer. Notwithstanding the foregoing or any other provision in of this Agreement to the contrary, if any part or all of the severance benefits is subject to taxation under Section 409A of the Internal Revenue Code of 1986, as amended, as determined by the Bank or BCH, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in paragraph 17 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this paragraph 16 (e) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Bank and BCH and their respective successors and assigns, and the Executive and the Executive’s heirs, beneficiaries, successors, permitted assigns or transferees, executors, administrators, trustees, and any other legal or personal representatives. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (5), (7), (8), (9), or (1110, to the extent of an Executive breach), or in the event the Executive terminates employment in accordance with paragraph 16 (c) (i) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. A “change in control” for purposes of this Agreement and paragraph 16 (e), subject to the limitation of Section 409A of the Internal Revenue Code of 1986, as amended, set forth in paragraph 17 of this Agreement, shall mean the occurrence of any of the following events with respect to the Bank or BCH: (i) a change in control of a nature that would be required to be reported in response to Item 6 (e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or in response to any other form or report to the regulatory agencies or governmental authorities having jurisdiction over the Bank or BCH or any stock exchange on which BCH’s 's shares are listed which requires the reporting of a change in control; (ii) any merger, consolidation or reorganization of the Bank or BCH in which the Bank or BCH does not survive; (iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of any assets of the Bank or BCH having an aggregate fair market value of fifty percent (50%) or more of the total value of the assets of the Bank or BCH, reflected in the most recent consolidated audited or interim unaudited balance sheet of BCH; (iv) a transaction whereby any “person” (as such term is used in the Exchange Act) or any individual, corporation, partnership, trust or any other entity is or becomes the beneficial owner, directly or indirectly, of securities of BCH or Bank representing twenty-five percent (25%) or more of the combined voting power of BCH’s or Bank’s then outstanding securities; (v) a situation where, in any one-year period, individuals who at the beginning of such period constitute the Board of Directors of the Bank or BCH cease for any reason to constitute at least a majority thereof; or (vi) the shareholder(s) of the Bank or BCH approve the sale or transfer of substantially all of the Bank’s or BCH’s assets to parties that are not within a “controlled group of corporations” (as that term is defined in Section 1563 of the Internal Revenue Code of 1986, as amended) in which the Bank, or as applicable BCH, is a member. Notwithstanding the foregoing or any other provision of this Agreement anything else contained herein to the contrary, (i) if the individuals who constitute the directors of the Bank and BCH at the time a definitive agreement for a proposed transaction described above (excepting therefrom the situation described in subparagraph (v) above) is executed will, according to the terms of the definitive agreement, constitute a majority of the members of the board of directors of the resulting entity(ies) or acquiring person(s) that control(s) or is(are) the successor(s) to the Bank and BCH immediately after the transaction, then before a transaction or event that would otherwise constitute a change in control shall be deemed to have occurred, such directors of the Bank and BCH may determine by majority vote that the specific transaction or event does not constitute a change in control; and (ii) there shall not be a change in control hereunder in the event that (A) an Employee Stock Ownership Plan is sponsored by BCH which is the party that acquires “control” or is the principal participant in the transaction constituting a “change in control,” as described above, or (B) a reorganization is initiated by the Board of Directors of the Bank or BCH in which the Bank is merged with and into another wholly-owned bank subsidiary of BCH to consolidate operations under the charter of such other bank subsidiary.

Severance Benefits - Change in Control. The Executive shall be entitled to receive severance benefits in the event of a “change in control” as defined herein if, in connection with a change in control or within eighteen (18) months following consummation of a change in control, (i) the Executive’s 's employment is terminated by BCH, the Bank or a successor entity to BCH or the Bank, or by an organization that owns a controlling interest in either such successor entity, based upon automatic termination pursuant to paragraph 16 (a) (1), (4) or (11, to the extent of breach by the Bank, BCH, such a successor entity or organization), or paragraph 16 (b); or (ii) the Executive terminates employment based upon the occurrence, without the Executive’s written consent, of (A) any material adverse change in the nature and scope of the Executive’s 's position, authorities, responsibilities, duties, or a change of twenty (20) miles or more in the Executive’s 's location of employment, or any material reduction in the Executive’s base salary, incentive compensation (including any material adverse change to the terms of the Incentive Plan after the date of this Agreement) or other benefits under this Agreement, or (B) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of the Executive’s 's employment. In order to receive severance benefits after termination pursuant to paragraph 16(e) (ii), the Executive must give written notice to BCH, the Bank or a successor entity to BCH or the Bank, or to an organization that owns a controlling interest in either such successor entity, of the Executive’s intention to terminate employment based upon and within ninety (90) days of the occurrence of an event specified in paragraph 16(e) (ii), and thereafter the recipient of such notice shall have a thirty (30) day right to cure period from the date of receipt of such notice within which to rescind or otherwise reverse the occurrence of an event specified in paragraph 16(e) (ii) before the Executive’s termination becomes effective. An event constituting a “material adverse change in the nature and scope of Executive’s position, authorities, responsibilities, duties” or “a demotion, significant diminution or constructive termination” shall be deemed to have occurred if following a “change in control,” the Executive is not the sole Executive Vice President and Chief Banking Operating Officer of the successor entity to the Bank, or any organization that owns a controlling interest in such successor entity. Subject to paragraphs 17 and 30 of this Agreement, the severance benefits payable pursuant to this paragraph 16 (e) shall consist of (i) a cash payment in an amount equal to two one and one-half (21½) times the Executive’s 's (A) annual base salary during the year the termination or other event triggering a right to severance benefits hereunder occurs and (B) average bonus or incentive compensation amount paid to the Executive in the three (3) year period immediately preceding the termination, less applicable withholding deductions (in addition to base salary, incentive compensation, or other payments, if any, due the Executive), payable in lump sum promptly after within thirty (6030) days following such termination (but in no event later than March 15 following the end of the calendar year that includes such termination); (ii) acceleration of vesting of any stock options or equity awards granted to the Executive pursuant to the BCH Plans; and (iii) continuation of group insurance coverages specified in paragraph 13 (c) of this Agreement for the Executive and her his dependents pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or under applicable California law pursuant to Assembly Bxxx No. 1401 (“Cal-COBRA”), with one hundred percent (100%) of premiums for the insurance coverages payable by the Bank or BCH monthly to the Executive for a period of twenty-four eighteen (2418) months from the date of termination. Notwithstanding the foregoing or any other provision anything contained in this Agreement to the contrary, the obligation of the Bank or BCH to pay the premium costs related to the COBRA or Cal-COBRA continuation of insurance coverages shall terminate at the earlier of the expiration of twenty-four eighteen (2418) months from the date of termination or the date of commencement of comparable insurance coverages for the Executive by another employer. After such expiration date, the Executive shall have such rights to continue to participate under the Bank’s or BCH’s group health benefits plan at the Executive’s expense as may be available under COBRA or Cal COBRA. The Executive agrees to notify the Bank or BCH as soon as practicable, but not less than ten (10) business days in advance of the commencement of such comparable insurance coverages with another employer and to repay to the Bank or BCH any amounts paid by the Bank or BCH to or for the benefit of the Executive that overlap the coverages provided by the other employer. Notwithstanding the foregoing or any other provision in of this Agreement to the contrary, if any part or all of the severance benefits is subject to taxation under Section 409A of the Internal Revenue Code of 1986, as amended, as determined by the Bank or BCH, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in paragraph 17 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this paragraph 16 (e) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Bank and BCH and their respective successors and assigns, and the Executive and the Executive’s heirs, beneficiaries, successors, permitted assigns or transferees, executors, administrators, trustees, and any other legal or personal representatives. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (5), (7), (8), (9), or (1110, to the extent of an Executive breach), or in the event the Executive terminates employment in accordance with paragraph 16 (c) (i) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. A “change in control” for purposes of this Agreement and paragraph 16 (e), subject to the limitation of Section 409A of the Internal Revenue Code of 1986, as amended, set forth in paragraph 17 of this Agreement, shall mean the occurrence of any of the following events with respect to the Bank or BCH: (i) a change in control of a nature that would be required to be reported in response to Item 6 (e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or in response to any other form or report to the regulatory agencies or governmental authorities having jurisdiction over the Bank or BCH or any stock exchange on which BCH’s 's shares are listed which requires the reporting of a change in control; (ii) any merger, consolidation or reorganization of the Bank or BCH in which the Bank or BCH does not survive; (iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) of any assets of the Bank or BCH having an aggregate fair market value of fifty percent (50%) or more of the total value of the assets of the Bank or BCH, reflected in the most recent consolidated audited or interim unaudited balance sheet of BCH; (iv) a transaction whereby any “person” (as such term is used in the Exchange Act) or any individual, corporation, partnership, trust or any other entity is or becomes the beneficial owner, directly or indirectly, of securities of BCH or Bank representing twenty-five percent (25%) or more of the combined voting power of BCH’s or Bank’s then outstanding securities; (v) a situation where, in any one-year period, individuals who at the beginning of such period constitute the Board of Directors of the Bank or BCH cease for any reason to constitute at least a majority thereof; or (vi) the shareholder(s) of the Bank or BCH approve the sale or transfer of substantially all of the Bank’s or BCH’s assets to parties that are not within a “controlled group of corporations” (as that term is defined in Section 1563 of the Internal Revenue Code of 1986, as amended) in which the Bank, or as applicable BCH, is a member. Notwithstanding the foregoing or any other provision of this Agreement anything else contained herein to the contrary, (i) if the individuals who constitute the directors of the Bank and BCH at the time a definitive agreement for a proposed transaction described above (excepting therefrom the situation described in subparagraph (v) above) is executed will, according to the terms of the definitive agreement, constitute a majority of the members of the board of directors of the resulting entity(ies) or acquiring person(s) that control(s) or is(are) the successor(s) to the Bank and BCH immediately after the transaction, then before a transaction or event that would otherwise constitute a change in control shall be deemed to have occurred, such directors of the Bank and BCH may determine by majority vote that the specific transaction or event does not constitute a change in control; and (ii) there shall not be a change in control hereunder in the event that (A) an Employee Stock Ownership Plan is sponsored by BCH which is the party that acquires “control” or is the principal participant in the transaction constituting a “change in control,” as described above, or (B) a reorganization is initiated by the Board of Directors of the Bank or BCH in which the Bank is merged with and into another wholly-owned bank subsidiary of BCH to consolidate operations under the charter of such other bank subsidiary.