Common use of Severance Benefits Provided Clause in Contracts

Severance Benefits Provided. Upon a Qualifying Termination and subject to Employee’s compliance with Sections 8 - 10 hereof and Employee’s timely execution and delivery of the Release, Bank will pay or provide to Employee the following amounts and benefits: (i) That portion of Employee’s base salary earned through the date of termination, payable in accordance with normal payroll practices commencing as of the first payroll period following Employee’s return of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter; (ii) A lump sum amount equal to 2.00 times Employee’s annual base salary in effect as of the date immediately preceding the date of termination plus a single sum payment equal to the average of the Employee’s total cash bonuses paid or payable for the last two calendar years preceding the date of termination multiplied by a factor of 1.00, all payable as of the date of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter; (iii) Continued participation in the group health insurance and group life insurance benefits which Employee was eligible to participate in or receive on the day prior to the date of termination (“Insurance Programs”), beginning on the date of termination and continuing for a period of twelve (12) months (“Benefit Continuation Term”), but only to the extent Employee continues to qualify for participation therein and takes all actions required in connection with such participation (including participation through Employee’s timely election of COBRA continuation coverage). If Employee is not permitted to continue participation in those Insurance Programs for any portion of the Benefit Continuation Term, Bank will reimburse Employee for the cost of health insurance and life insurance benefits for the Benefit Continuation Term, subject to the Employee timely providing evidence of payment for such benefits; provided, however, the amount of these benefits will be limited to an amount equal to 110% of Bank’s cost of providing comparable benefits under the Insurance Programs and provided that Employee shall receive the entire amount payable under this Section 4(c)(iii) no later than the end of the second calendar year following the Qualifying Termination; (iv) All amounts that have vested or accrued prior to or on the date of termination (or otherwise are or become payable to Employee) under all incentive compensation or other qualified and non-qualified employee benefit plans of the Holding Company or Bank in accordance with the provisions of such plans and past practices of Holding Company or Bank, including without limitation, any Bank contributions or matches related to those amounts. For purposes of clarification, the intent of this Section is for Employee to receive all amounts attributable to Employee’s participation in such plans, as now or hereafter existing, up to and including the date of termination, regardless of whether the amounts are historically deposited or credited to individual employee accounts or subject to Board of Director approval on a date beyond the date of termination, and Bank agrees to compute and pay, deposit or credit all such amounts as soon as possible after the date of termination if not capable of being calculated, paid, deposited or credited prior to the date of termination; (v) An amount equal to the partial year bonus which Employee would have earned based on the then-current bonus plan of the Bank in the year a Change in Control occurred, as measured through the effective date of a Change in Control based on the then-current financial results, determined by the Bank in its discretion, payable as of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter; (vi) Notwithstanding the foregoing, all options granted to Employee to purchase shares of common stock of the Holding Company and all performance shares and shares of restricted stock of the Holding Company (whether such options, performance shares and restricted shares are vested or unvested) shall be treated in accordance with the applicable plan and award agreement(s) between the Holding Company and Employee.

Severance Benefits Provided. Upon a Qualifying Termination and subject to Employee’s compliance with Sections 8 - 10 hereof and Employee’s timely execution and delivery of the Release, Bank will pay or provide to Employee the following amounts and benefits: (i) That portion of Employee’s base salary earned through the date of termination, payable in accordance with normal payroll practices commencing as of the first payroll period following the termination of Employee’s return of the executed Release and the lapse of all applicable revocation periods, employment or as soon as administratively practicable thereafterotherwise required by law; (ii) A lump sum An amount equal to 2.00 times Employee’s annual base salary in effect as of the date immediately preceding the date of termination plus a single sum payment an amount equal to the average of the Employee’s total cash bonuses paid or payable for the last two calendar years preceding the date of termination multiplied by a factor of 1.002.00; provided, all however, that during 2024 and 2025, the bonus calculation shall be based upon 2.00 times $220,000. All amounts payable under this Section shall be payable as of the date of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, periods or as soon as administratively practicable thereafter; (iii) Continued participation in the group health insurance and group life insurance benefits which Employee was eligible to participate in or receive on the day prior to the date of termination (“Insurance Programs”), beginning on the date of termination and continuing for a period of twelve (12) months (“Benefit Continuation Term”), but only to the extent Employee continues to qualify for participation therein and takes all actions required in connection with such participation (including participation through Employee’s timely election of COBRA continuation coverage). If Employee is not permitted to continue participation in those Insurance Programs for any portion of the Benefit Continuation Term, Bank will reimburse Employee for the cost of health insurance and life insurance benefits for the Benefit Continuation Term, subject to the Employee timely providing evidence of payment for such benefits; provided, however, the amount of these benefits will be limited to an amount equal to 110% of Bank’s cost of providing comparable benefits under the Insurance Programs and provided that Employee shall receive the entire amount payable under this Section 4(c)(iii) no later than the end of the second calendar year following the Qualifying Termination; (iv) All other amounts not addressed by another subsection of this Section 4(c) that have vested or accrued prior to or on the date of termination (or otherwise are or become payable to Employee) under all incentive compensation or other qualified and non-qualified employee benefit plans of the Holding Company or Bank in accordance with the provisions of such plans and past practices of Holding Company or Bank, including without limitation, any Bank contributions or matches related to those amounts. For purposes of clarification, the intent of this Section is for Employee to receive all amounts attributable to Employee’s participation in such plans, as now or hereafter existing, up to and including the date of termination, regardless of whether the amounts are historically deposited or credited to individual employee accounts or subject to Board of Director approval on a date beyond the date of termination, and Bank agrees to compute and pay, deposit or credit all such amounts as soon as possible after the date of termination if not capable of being calculated, paid, deposited or credited prior to the date of termination; (v) An amount equal to the partial year bonus which Employee would have earned based on the then-current bonus plan of the Bank in the year a Change in Control occurred, as measured through the effective date of a Change in Control based on the then-current financial results, determined by the Bank in its discretion, payable as of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter;; and (vi) Notwithstanding the foregoing, all options granted to Employee to purchase shares of common stock of the Holding Company and all performance shares and shares of restricted stock of the Holding Company (whether such options, performance shares and restricted shares are vested or unvested) shall be treated in accordance with the applicable plan and award agreement(s) between the Holding Company and Employee.

Severance Benefits Provided. Upon a Qualifying Termination and subject to Employee’s compliance with Sections 8 - 10 hereof and Employee’s timely execution and delivery of the Release, Bank will pay or provide to Employee the following amounts and benefits: (i) That portion of Employee’s base salary earned through the date of termination, payable in accordance with normal payroll practices commencing as of the first payroll period following Employee’s return of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafterQualifying Termination; (ii) A lump sum amount equal to 2.00 times Employee’s annual base salary in effect as of the date immediately preceding the date of termination plus a single sum payment equal to the average of the Employee’s total cash bonuses paid or payable for the last two calendar years preceding the date of termination multiplied by a factor of 1.00, 1.00 all payable as of the date of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter; (iii) Continued participation in the group health insurance and group life insurance benefits which Employee was eligible to participate in or receive on the day prior to the date of termination (“Insurance Programs”), beginning on the date of termination and continuing for a period of twelve (12) months (“Benefit Continuation Term”), but only to the extent Employee continues to qualify for participation therein and takes all actions required in connection with such participation (including participation through Employee’s timely election of COBRA continuation coverage). If Employee is not permitted to continue participation in those Insurance Programs for any portion of the Benefit Continuation Term, Bank will reimburse Employee for the cost of health insurance and life insurance benefits for the Benefit Continuation Term, subject to the Employee timely providing evidence of payment for such benefits; provided, however, the amount of these benefits will be limited to an amount equal to 110% of Bank’s cost of providing comparable benefits under the Insurance Programs and provided that Employee shall receive the entire amount payable under this Section 4(c)(iii) no later than the end of the second calendar year following the Qualifying Termination; (iv) All other amounts not addressed by another subsection of Section 4(c) that have vested or accrued prior to or on the date of termination (or otherwise are or become payable to Employee) under all incentive compensation or other qualified and non-qualified employee benefit plans of the Holding Company or Bank in accordance with the provisions of such plans and past practices of Holding Company or Bank, including without limitation, any Bank contributions or matches related to those amounts. For purposes of clarification, the intent of this Section is for Employee to receive all amounts attributable to Employee’s participation in such plans, as now or hereafter existing, up to and including the date of termination, regardless of whether the amounts are historically deposited or credited to individual employee accounts or subject to Board of Director approval on a date beyond the date of termination, and Bank agrees to compute and pay, deposit or credit all such amounts as soon as possible after the date of termination if not capable of being calculated, paid, deposited or credited prior to the date of termination; (v) An amount equal to the partial year bonus which Employee would have earned based on the then-current bonus plan of the Bank in the year a Change in Control occurred, as measured through the effective date of a Change in Control based on the then-current financial results, determined by the Bank in its discretion, payable as of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter;; and (vi) Notwithstanding the foregoing, all options granted to Employee to purchase shares of common stock of the Holding Company and all performance shares and shares of restricted stock of the Holding Company (whether such options, performance shares and restricted shares are vested or unvested) shall be treated in accordance with the applicable plan and award agreement(s) between the Holding Company and Employee.

Severance Benefits Provided. Upon a Qualifying Termination and, for the amounts stated in subsections (ii), (iii) and (v) only, subject to Employee’s compliance with Sections 7, 8 - 10 and 9 hereof and Employee’s timely execution and delivery of the Release, Bank will pay or provide to Employee the following amounts and benefits: (i) That portion of Employee’s base salary earned through the date of termination, payable in accordance with normal payroll practices commencing as of the first payroll period following Employee’s return of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafterQualifying Termination; (ii) A lump sum amount equal to 2.00 times Employee’s annual base salary in effect as of the date immediately preceding the date of termination plus a single sum payment equal to the average of the Employee’s total cash bonuses paid or payable for the last two calendar years preceding the date of termination multiplied by a factor of 1.002.00; provided, all however, that during 2022, the bonus calculation shall be two times $275,000 (pro-rated to the actual number of days worked by the Employee in 2022), and during 2023, the bonus calculation shall be two times the average of any 2022 bonus plus the 2023 target bonus. All amounts payable pursuant to this Section 3(c)(ii) shall be payable as of the date of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter, but in any event not later than 45 days following delivery of the executed Release; (iii) Continued participation in the group health insurance and group life insurance benefits which Employee was eligible to participate in or receive on the day prior to the date of termination (“Insurance Programs”), beginning on the date of termination and continuing for a period of twelve twenty-four (1224) months (“Benefit Continuation Term”), but only to the extent Employee continues to qualify for participation therein and takes all actions required in connection with such participation (including participation through Employee’s timely election of COBRA continuation coverage). If Employee is not permitted to continue participation in those Insurance Programs for any portion of the Benefit Continuation Term, Bank will reimburse Employee for the cost of health insurance and life insurance benefits for the Benefit Continuation Term, subject to the Employee timely providing evidence of payment for such benefits; provided, however, the amount of these benefits will be limited to an amount equal to 110% of Bank’s cost of providing comparable benefits under the Insurance Programs and provided that Employee shall receive the entire amount payable under this Section 4(c)(iii3(c)(iii) no later than the end of the second calendar year following the Qualifying Termination; (iv) All other amounts not addressed by another subsection of this Section 3(c) that have vested or accrued prior to or on the date of termination (or otherwise are or become payable to Employee) under all incentive compensation or other qualified and non-qualified employee benefit plans of the Holding Company or Bank in accordance with the provisions of such plans and past practices of Holding Company or Bank, including without limitation, any Bank contributions or matches related to those amounts. For purposes of clarification, the intent of this Section is for Employee to receive all amounts attributable to Employee’s participation in such plans, as now or hereafter existing, up to and including the date of termination, regardless of whether the amounts are historically deposited or credited to individual employee accounts or subject to Board of Director approval on a date beyond the date of termination, and Bank agrees to compute and pay, deposit or credit all such amounts as soon as possible after the date of termination if not capable of being calculated, paid, deposited or credited prior to the date of termination; (v) An amount equal to the partial year bonus which Employee would have earned based on the then-current bonus plan of the Bank in the year a Change in Control occurred, as measured through the effective date of a Change in Control based on the then-current financial results, determined by the Bank in its discretion, payable as of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter;; and (vi) Notwithstanding the foregoing, all options granted to Employee to purchase shares of common stock of the Holding Company and all performance shares and shares of restricted stock of the Holding Company (whether such options, performance shares and restricted shares are vested or unvested) shall be treated in accordance with the applicable plan and award agreement(s) between the Holding Company and Employee.

Severance Benefits Provided. Upon a Qualifying Termination and subject to Employee’s compliance with Sections 8 - 10 hereof and Employee’s timely execution and delivery of the Release, Bank will pay or provide to Employee the following amounts and benefits: (i) That portion of Employee’s base salary earned through the date of termination, payable in accordance with normal payroll practices commencing as of the first payroll period following Employee’s return of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter; (ii) A lump sum amount equal to 2.00 1.00 times Employee’s annual base salary in effect as of the date immediately preceding the date of termination plus a single sum payment equal to the average of the Employee’s total cash bonuses paid or payable for the last two calendar years preceding the date of termination multiplied by a factor of 1.00, all payable as of the date of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter; (iii) Continued participation in the group health insurance and group life insurance benefits which Employee was eligible to participate in or receive on the day prior to the date of termination (“Insurance Programs”), beginning on the date of termination and continuing for a period of twelve (12) months (“Benefit Continuation Term”), but only to the extent Employee continues to qualify for participation therein and takes all actions required in connection with such participation (including participation through Employee’s timely election of COBRA continuation coverage). If Employee is not permitted to continue participation in those Insurance Programs for any portion of the Benefit Continuation Term, Bank will reimburse Employee for the cost of health insurance and life insurance benefits for the Benefit Continuation Term, subject to the Employee timely providing evidence of payment for such benefits; provided, however, the amount of these benefits will be limited to an amount equal to 110% of Bank’s cost of providing comparable benefits under the Insurance Programs and provided that Employee shall receive the entire amount payable under this Section 4(c)(iii) no later than the end of the second calendar year following the Qualifying Termination; (iv) All amounts that have vested or accrued prior to or on the date of termination (or otherwise are or become payable to Employee) under all incentive compensation or other qualified and non-qualified employee benefit plans of the Holding Company or Bank in accordance with the provisions of such plans and past practices of Holding Company or Bank, including without limitation, any Bank contributions or matches related to those amounts. For purposes of clarification, the intent of this Section is for Employee to receive all amounts attributable to Employee’s participation in such plans, as now or hereafter existing, up to and including the date of termination, regardless of whether the amounts are historically deposited or credited to individual employee accounts or subject to Board of Director approval on a date beyond the date of termination, and Bank agrees to compute and pay, deposit or credit all such amounts as soon as possible after the date of termination if not capable of being calculated, paid, deposited or credited prior to the date of termination; (v) An amount equal to the partial year bonus which Employee would have earned based on the then-current bonus plan of the Bank in the year a Change in Control occurred, as measured through the effective date of a Change in Control based on the then-current financial results, determined by the Bank in its discretion, payable as of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter; (vi) Notwithstanding the foregoing, all options granted to Employee to purchase shares of common stock of the Holding Company and all performance shares and shares of restricted stock of the Holding Company (whether such options, performance shares and restricted shares are vested or unvested) shall be treated in accordance with the applicable plan and award agreement(s) between the Holding Company and Employee.

Severance Benefits Provided. Upon a Qualifying Termination and subject to Employee’s compliance with Sections 8 - – 10 hereof and Employee’s timely execution and delivery of the Release, Bank will pay or provide to Employee the following amounts and benefits: (i) That portion of Employee’s base salary earned through the date of termination, payable in accordance with normal payroll practices commencing as of the first payroll period following Employee’s return of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter; (ii) A lump sum amount equal to 2.00 1.00 times Employee’s annual base salary in effect as of the date immediately preceding the date of termination plus a single sum payment equal to the average of the Employee’s total cash bonuses paid or payable for the last two calendar years preceding the date of termination multiplied by a factor of 1.00, all payable as of the date of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter; (iii) Continued participation in the group health insurance and group life insurance benefits which Employee was eligible to participate in or receive on the day prior to the date of termination (“Insurance Programs”), beginning on the date of termination and continuing for a period of twelve (12) months (“Benefit Continuation Term”), but only to the extent Employee continues to qualify for participation therein and takes all actions required in connection with such participation (including participation through Employee’s timely election of COBRA continuation coverage). If Employee is not permitted to continue participation in those Insurance Programs for any portion of the Benefit Continuation Term, Bank will reimburse Employee for the cost of health insurance and life insurance benefits for the Benefit Continuation Term, subject to the Employee timely providing evidence of payment for such benefits; provided, however, the amount of these benefits will be limited to an amount equal to 110% of Bank’s cost of providing comparable benefits under the Insurance Programs and provided that Employee shall receive the entire amount payable under this Section 4(c)(iii) no later than the end of the second calendar year following the Qualifying Termination; (iv) All amounts that have vested or accrued prior to or on the date of termination (or otherwise are or become payable to Employee) under all incentive compensation or other qualified and non-–qualified employee benefit plans of the Holding Company or Bank in accordance with the provisions of such plans and past practices of Holding Company or Bank, including without limitation, any Bank contributions or matches related to those amounts. For purposes of clarification, the intent of this Section is for Employee to receive all amounts attributable to Employee’s participation in such plans, as now or hereafter existing, up to and including the date of termination, regardless of whether the amounts are historically deposited or credited to individual employee accounts or subject to Board of Director approval on a date beyond the date of termination, and Bank agrees to compute and an pay, deposit or credit all such amounts as soon as possible after the date of termination if not capable of being calculated, paid, deposited or credited prior to the date of termination; (v) An amount equal to the partial year bonus which Employee would have earned based on the then-–current bonus plan of the Bank in the year a Change in Control occurred, as measured through the effective date of a Change in Control based on the then-–current financial results, determined by the Bank in its discretion, payable as of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter; (vi) Notwithstanding the foregoing, all options granted to Employee to purchase shares of common stock of the Holding Company and all performance shares and shares of restricted stock of the Holding Company (whether such options, performance shares and restricted shares are vested or unvested) shall be treated in accordance with the applicable plan and award agreement(s) between the Holding Company and Employee.

Severance Benefits Provided. Upon a Qualifying Termination and subject to Employee’s compliance with Sections 8 - 10 hereof and Employee’s timely execution and delivery of the Release, Bank will pay or provide to Employee the following amounts and benefits: (i) That portion of Employee’s base salary earned through the date of termination, payable in accordance with normal payroll practices commencing as of the first payroll period following Employee’s return of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter; (ii) A lump sum amount equal to 2.00 times Employee’s annual base salary in effect as of the date immediately preceding the date of termination plus a single sum payment equal to the average of the Employee’s total cash bonuses paid or payable for the last two calendar years preceding the date of termination multiplied by a factor of 1.00, 2.00 all payable as of the date of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter; (iii) Continued participation in the group health insurance and group life insurance benefits which Employee was eligible to participate in or receive on the day prior to the date of termination (“Insurance Programs”), beginning on the date of termination and continuing for a period of twelve twenty-four (1224) months (“Benefit Continuation Term”), but only to the extent Employee continues to qualify for participation therein and takes all actions required in connection with such participation (including participation through Employee’s timely election of COBRA continuation coverage). If Employee is not permitted to continue participation in those Insurance Programs for any portion of the Benefit Continuation Term, Bank will reimburse Employee for the cost of health insurance and life insurance benefits for the Benefit Continuation Term, subject to the Employee timely providing evidence of payment for such benefits; provided, however, the amount of these benefits will be limited to an amount equal to 110% of Bank’s cost of providing comparable benefits under the Insurance Programs and provided that Employee shall receive the entire amount payable under this Section 4(c)(iii) no later than the end of the second calendar year following the Qualifying Termination; (iv) All amounts that have vested or accrued prior to or on the date of termination (or otherwise are or become payable to Employee) under all incentive compensation or other qualified and non-qualified employee benefit plans of the Holding Company or Bank in accordance with the provisions of such plans and past practices of Holding Company or Bank, including without limitation, any Bank contributions or matches related to those amounts. For purposes of clarification, the intent of this Section is for Employee to receive all amounts attributable to Employee’s participation in such plans, as now or hereafter existing, up to and including the date of termination, regardless of whether the amounts are historically deposited or credited to individual employee accounts or subject to Board of Director approval on a date beyond the date of termination, and Bank agrees to compute and pay, deposit or credit all such amounts as soon as possible after the date of termination if not capable of being calculated, paid, deposited or credited prior to the date of termination; (v) An amount equal to the partial year bonus which Employee would have earned based on the then-current bonus plan of the Bank in the year a Change in Control occurred, as measured through the effective date of a Change in Control based on the then-current financial results, determined by the Bank in its discretion, payable as of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter; (vi) Notwithstanding the foregoing, all options granted to Employee to purchase shares of common stock of the Holding Company and all performance shares and shares of restricted stock of the Holding Company (whether such options, performance shares and restricted shares are vested or unvested) shall be treated in accordance with the applicable plan and award agreement(s) between the Holding Company and Employee.

Severance Benefits Provided. Upon a Qualifying Termination and subject to Employee’s compliance with Sections 8 - 10 hereof and Employee’s timely execution and delivery of the Release, Bank will pay or provide to Employee the following amounts and benefits: (i) That portion of Employee’s base salary earned through the date of termination, payable in accordance with normal payroll practices commencing as of the first payroll period following Employee’s return of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter; (ii) A lump sum amount equal to 2.00 2.99 times Employee’s annual base salary in effect as of the date immediately preceding the date of termination plus a single sum payment equal to the average of the Employee’s total cash bonuses paid or payable for the last two calendar years preceding the date of termination multiplied by a factor of 1.002.99, all payable as of the date of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter; (iii) Continued participation in the group health insurance and group life insurance benefits which Employee was eligible to participate in or receive on the day prior to the date of termination (“Insurance Programs”), beginning on the date of termination and continuing for a period of twelve thirty-five (1235) months (“Benefit Continuation Term”), but only to the extent Employee continues to qualify for participation therein and takes all actions required in connection with such participation (including participation through Employee’s timely election of COBRA continuation coverage). If Employee is not permitted to continue participation in those Insurance Programs for any portion of the Benefit Continuation Term, Bank will reimburse Employee for the cost of health insurance and life insurance benefits for the Benefit Continuation Term, subject to the Employee timely providing evidence of payment for such benefits; provided, however, the amount of these benefits will be limited to an amount equal to 110% of Bank’s cost of providing comparable benefits under the Insurance Programs and provided that Employee shall receive the entire amount payable under this Section 4(c)(iii) no later than the end of the second calendar year following the Qualifying Termination; (iv) All amounts that have vested or accrued prior to or on the date of termination (or otherwise are or become payable to Employee) under all incentive compensation or other qualified and non-qualified employee benefit plans of the Holding Company or Bank in accordance with the provisions of such plans and past practices of Holding Company or Bank, including without limitation, any Bank contributions or matches related to those amounts. For purposes of clarification, the intent of this Section is for Employee to receive all amounts attributable to Employee’s participation in such plans, as now or hereafter existing, up to and including the date of termination, regardless of whether the amounts are historically deposited or credited to individual employee accounts or subject to Board of Director approval on a date beyond the date of termination, and Bank agrees to compute and pay, deposit or credit all such amounts as soon as possible after the date of termination if not capable of being calculated, paid, deposited or credited prior to the date of termination; (v) An amount equal to the partial year bonus which Employee would have earned based on the then-current bonus plan of the Bank in the year a Change in Control occurred, as measured through the effective date of a Change in Control based on the then-current financial results, determined by the Bank in its discretion, payable as of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter; (vi) Notwithstanding the foregoing, all options granted to Employee to purchase shares of common stock of the Holding Company and all performance shares and shares of restricted stock of the Holding Company (whether such options, performance shares and restricted shares are vested or unvested) shall be treated in accordance with the applicable plan and award agreement(s) between the Holding Company and Employee.

Severance Benefits Provided. Upon a Qualifying Termination and subject to Employee’s compliance with Sections 8 - 10 hereof and Employee’s timely execution and delivery of the Release, Bank will pay or provide to Employee the following amounts and benefits: (i) That portion of Employee’s base salary earned through the date of termination, payable in accordance with normal payroll practices commencing as of the first payroll period following Employee’s return of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter; (ii) A lump sum amount equal to 2.00 2.99 times Employee’s annual base salary in effect as of the date immediately preceding the date of termination plus a single sum payment equal to the average of the Employee’s total cash bonuses paid or payable for the last two calendar years preceding the date of termination multiplied by a factor of 1.002.00, all payable as of the date of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter; (iii) Continued participation in the group health insurance and group life insurance benefits which Employee was eligible to participate in or receive on the day prior to the date of termination (“Insurance Programs”), beginning on the date of termination and continuing for a period of twelve (12) twenty-four months (“Benefit Continuation Term”), but only to the extent Employee continues to qualify for participation therein and takes all actions required in connection with such participation (including participation through Employee’s timely election of COBRA continuation coverage). If Employee is not permitted to continue participation in those Insurance Programs for any portion of the Benefit Continuation Term, Bank will reimburse Employee for the cost of health insurance and life insurance benefits for the Benefit Continuation Term, subject to the Employee timely providing evidence of payment for such benefits; provided, however, the amount of these benefits will be limited to an amount equal to 110% of Bank’s cost of providing comparable benefits under the Insurance Programs and provided that Employee shall receive the entire amount payable under this Section 4(c)(iii) no later than the end of the second calendar year following the Qualifying Termination; (iv) All amounts that have vested or accrued prior to or on the date of termination (or otherwise are or become payable to Employee) under all incentive compensation or other qualified and non-qualified employee benefit plans of the Holding Company or Bank in accordance with the provisions of such plans and past practices of Holding Company or Bank, including without limitation, any Bank contributions or matches related to those amounts. For purposes of clarification, the intent of this Section is for Employee to receive all amounts attributable to Employee’s participation in such plans, as now or hereafter existing, up to and including the date of termination, regardless of whether the amounts are historically deposited or credited to individual employee accounts or subject to Board of Director approval on a date beyond the date of termination, and Bank agrees to compute and pay, deposit or credit all such amounts as soon as possible after the date of termination if not capable of being calculated, paid, deposited or credited prior to the date of termination; (v) An amount equal to the partial year bonus which Employee would have earned based on the then-current bonus plan of the Bank in the year a Change in Control occurred, as measured through the effective date of a Change in Control based on the then-current financial results, determined by the Bank in its discretion, payable as of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter; (vi) Notwithstanding the foregoing, all options granted to Employee to purchase shares of common stock of the Holding Company and all performance shares and shares of restricted stock of the Holding Company (whether such options, performance shares and restricted shares are vested or unvested) shall be treated in accordance with the applicable plan and award agreement(s) between the Holding Company and Employee.

Severance Benefits Provided. Upon a Qualifying Termination and, for the amounts stated in subsections (ii), (iii) and (v) only, subject to Employee’s compliance with Sections Section 7, Section 8 - 10 and Section 9 hereof and Employee’s timely execution and delivery of the Release, Bank will pay or provide to Employee the following amounts and benefits: (i) That portion of Employee’s base salary earned through the date of termination, payable in accordance with normal payroll practices commencing as of the first payroll period following Employee’s return of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafterQualifying Termination; (ii) A lump sum amount equal to 2.00 2.99 times Employee’s annual base salary in effect as of the date immediately preceding the date of termination plus a single sum payment equal to the average of the Employee’s total cash bonuses paid or payable for the last two calendar years preceding the date of termination multiplied by a factor of 1.002.99; provided, all however, that during 2023, the bonus calculation shall be 2.99 times $275,000, and during 2024, the bonus calculation shall be 2.99 times the average of $275,000 plus the 2024 target bonus. All amounts payable pursuant to this Section 3(c)(ii) shall be payable as of the date of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter, but in any event not later than 45 days following delivery of the executed Release; (iii) Continued participation in the group health insurance and group life insurance benefits which Employee was eligible to participate in or receive on the day prior to the date of termination (“Insurance Programs”), beginning on the date of termination and continuing for a period of twelve thirty-five (1235) months (“Benefit Continuation Term”), but only to the extent Employee continues to qualify for participation therein and takes all actions required in connection with such participation (including participation through Employee’s timely election of COBRA continuation coverage). If Employee is not permitted to continue participation in those Insurance Programs for any portion of the Benefit Continuation Term, Bank will reimburse Employee for the cost of health insurance and life insurance benefits for the Benefit Continuation Term, subject to the Employee timely providing evidence of payment for such benefits; provided, however, the amount of these benefits will be limited to an amount equal to 110% of Bank’s cost of providing comparable benefits under the Insurance Programs and provided that Employee shall receive the entire amount payable under this Section 4(c)(iii3(c)(iii) no later than the end of the second calendar year following the Qualifying Termination; (iv) All other amounts not addressed by another subsection of this Section 3(c) that have vested or accrued prior to or on the date of termination (or otherwise are or become payable to Employee) under all incentive compensation or other qualified and non-qualified employee benefit plans of the Holding Company or Bank in accordance with the provisions of such plans and past practices of Holding Company or Bank, including without limitation, any Bank contributions or matches related to those amounts. For purposes of clarification, the intent of this Section is for Employee to receive all amounts attributable to Employee’s participation in such plans, as now or hereafter existing, up to and including the date of termination, regardless of whether the amounts are historically deposited or credited to individual employee accounts or subject to Board of Director approval on a date beyond the date of termination, and Bank agrees to compute and pay, deposit or credit all such amounts as soon as possible after the date of termination if not capable of being calculated, paid, deposited or credited prior to the date of termination; (v) An amount equal to the partial year bonus which Employee would have earned based on the then-current bonus plan of the Bank in the year a Change in Control occurred, as measured through the effective date of a Change in Control based on the then-current financial results, determined by the Bank in its discretion, payable as of the first payroll following delivery of the executed Release and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter;; and (vi) Notwithstanding the foregoing, all options granted to Employee to purchase shares of common stock of the Holding Company and all performance shares and shares of restricted stock of the Holding Company (whether such options, performance shares and restricted shares are vested or unvested) shall be treated in accordance with the applicable plan and award agreement(s) between the Holding Company and Employee.