Common use of SEVERANCE PAYMENTS OR TERMINATION BENEFITS Clause in Contracts

SEVERANCE PAYMENTS OR TERMINATION BENEFITS. For purpose of this Agreement, the severance payments and termination benefits specified in this Paragraph 6 shall be payable to the Executive subsequent to the occurrence of one of the following events: (i) Involuntary termination of the Executive's employment with the Bank or Corporation with or within one (1) year after a Change in Control, other than for Cause or pursuant to Paragraphs 4 or 5 of this Agreement. For purposes of this section, Change in Control shall have the same meaning as such term is defined in Paragraph 8, and Cause shall have the same meaning as such term is defined in Paragraph 3. (ii) Voluntary or involuntary termination for Good Reason, as defined in Paragraph 7, and other than for Cause or pursuant to Paragraphs 4 or 5 of this Agreement. (a) Upon the Executive's termination as a result of one of the events specified in this Paragraph 6, the Bank or Corporation shall pay to Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate as the case may be, as severance pay or liquidated damages, or both, a sum equal to two times the Executive's annual compensation. For purposes of this Paragraph, compensation shall be defined as the Executive's then current base salary, plus annual incentive compensation for the calendar year immediately preceding the year in which the above-mentioned event occurs. Such payment shall be paid to the Executive in a lump sum within thirty (30) days of the Executive's date of termination. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. (b) Upon the Executive's termination as a result of one of the events specified in this Paragraph 6, the Bank or Corporation shall cause the Executive to become fully vested in any qualified and/or nonqualified plans, programs or arrangements in which the Executive participated, notwithstanding any provisions contained in the respective Agreement of the plan, program or arrangement. The Bank shall also contribute to the Executive's 401(k) Plan Account the Bank's matching and/or profit sharing which would have been paid had the Executive remained in the employ of the Bank throughout the remainder of the 401(k) Plan year. (c) Upon the Executive's termination as a result of one of the events specified in this Paragraph 6, the Corporation or Bank will cause to be continued life, health and disability insurance coverage substantially identical to the coverage maintained by the Bank or the Corporation for the Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's employment by another employer or twelve (12) months from such termination. Upon the expiration of the twelve (12) month period, Executive shall have the option of continuing health insurance coverage at his/her own expense for a period not less than the number of months by which the Consolidated Omnibus Budget Reconciliation Act (COBRA) continuation period exceeds twelve (12) months. (d) The Executive shall not be required to mitigate the amount of any payment required hereunder by seeking other employment or otherwise nor shall the amount paid hereunder be reduced or offset by any compensation earned or received by the Executive as a result of employment with another employer or self- employment. The amount paid hereunder shall not be reduced by any other plan, program, policy or arrangement of the Bank or Corporation. Benefits provided under Paragraph 6(c) shall be reduced to the extent comparable benefits are actually received by the Executive from or through another employer.

SEVERANCE PAYMENTS OR TERMINATION BENEFITS. For purpose of this Agreement, the severance payments and termination benefits specified in this Paragraph Section 6 shall be payable to the Executive subsequent to the occurrence of one of the following events: (i) Involuntary termination of the Executive's ’s employment with the Bank or Corporation with or within one (1) year after a Change in Control, other than for Cause or pursuant to Paragraphs Sections 4 or 5 21 of this Agreement. For purposes of this section, Change in Control shall have the same meaning as such term is defined in Paragraph Section 8, and Cause shall have the same meaning as such term is defined in Paragraph Section 3. (ii) Voluntary or involuntary termination for Good Reason, as defined in Paragraph Section 7, and other than for Cause or pursuant to Paragraphs Sections 4 or 5 21 of this Agreement. (a) Upon the Executive's ’s termination as a result of one of the events specified in this Paragraph Section 6, the Bank or Corporation shall pay to Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to two three (3) times the Executive's ’s annual compensation. For purposes of this Paragraphparagraph, compensation “annual compensation” shall be defined as the Executive's ’s then current base salary, salary plus annual incentive compensation for the calendar year immediately preceding the year in which the above-mentioned event occurs. Such payment shall be paid to the Executive in a lump sum within thirty (30) days of the Executive's ’s date of termination. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. (b) Upon the Executive's ’s termination as a result of one of the events specified in this Paragraph Section 6, the Bank or Corporation shall cause the Executive to become fully vested in any qualified and/or nonqualified plans, programs or arrangements in which the Executive participated, notwithstanding any provisions contained in the respective Agreement of the plan, program or arrangement. The Bank shall also contribute to the Executive's ’s 401(k) Plan Account the Bank's ’s matching and/or profit sharing which would have been paid had the Executive remained in the employ of the Bank throughout the remainder of the 401(k) Plan year. (c) Upon the Executive's ’s termination as a result of one of the events specified in this Paragraph Section 6, the Corporation or Bank will cause to be continued life, health and disability insurance coverage substantially identical to the coverage maintained by the Bank or the Corporation for the Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's ’s employment by another employer or twelve (12) months from such termination. Upon the expiration of the twelve (12) month period, Executive shall have the option of continuing health insurance coverage at his/her own expense for a period not less than the number of months by which the Consolidated Omnibus Budget Reconciliation Act (COBRA) continuation period exceeds twelve (12) months. (d) The Executive shall not be required to mitigate the amount of any payment required hereunder by seeking other employment or otherwise nor shall the amount paid hereunder be reduced or offset by any compensation earned or received by the Executive as a result of employment with another employer or self- employment. The amount paid hereunder shall not be reduced by any other plan, program, policy or arrangement of the Bank or Corporation. Benefits provided under Paragraph Section 6(c) shall be reduced to the extent comparable benefits are actually received by the Executive from or through another employer.

SEVERANCE PAYMENTS OR TERMINATION BENEFITS. For purpose of this Agreement, the severance payments and termination benefits specified in this Paragraph 6 shall be payable to the Executive subsequent to the occurrence of one of the following events: (i) Involuntary termination of the Executive's employment with the Bank or Corporation with or within one (1) year after a Change in Control, other than for Cause or pursuant to Paragraphs 4 or 5 of this Agreement. For purposes of this section, Change in Control shall have the same meaning as such term is defined in Paragraph 8, and Cause shall have the same meaning as such term is defined in Paragraph 3. (ii) Voluntary or involuntary termination for Good Reason, as defined in Paragraph 7, and other than for Cause or pursuant to Paragraphs 4 or 5 of this Agreement. (a) Upon the Executive's termination as a result of one of the events specified in this Paragraph 6, the Bank or Corporation shall pay to Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate as the case may be, as severance pay or liquidated damages, or both, a sum equal to two times the Executive's annual compensation. For purposes of this Paragraph, compensation shall be defined as the Executive's then current base salary, plus annual incentive compensation for the calendar year immediately preceding the year in which the above-mentioned event occurs. Such payment shall be paid to the Executive in a lump sum within thirty (30) days of the Executive's date of termination. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. (b) Upon the Executive's termination as a result of one of the events specified in this Paragraph 6, the Bank or Corporation shall cause the Executive to become fully vested in any qualified and/or nonqualified plans, programs or arrangements in which the Executive participated, notwithstanding any provisions contained in the respective Agreement of the plan, program or arrangement. The Bank shall also contribute to the Executive's 401(k) Plan Account the Bank's matching and/or profit sharing which would have been paid had the Executive remained in the employ of the Bank throughout the remainder of the 401(k) Plan year. (c) Upon the Executive's termination as a result of one of the events specified in this Paragraph 6, the Corporation or Bank will cause to be continued life, health and disability insurance coverage substantially identical to the coverage maintained by the Bank or the Corporation for the Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's employment by another employer or twelve (12) months from such termination. Upon the expiration of the twelve (12) month period, Executive shall have the option of continuing health insurance coverage at his/her own expense for a period not less than the number of months by which the Consolidated Omnibus Budget Reconciliation Act (COBRA) continuation period exceeds twelve (12) months. (d) The Executive shall not be required to mitigate the amount of any payment required hereunder by seeking other employment or otherwise nor shall the amount paid hereunder be reduced or offset by any compensation earned or received by the Executive as a result of employment with another employer or self- employment. The amount paid hereunder shall not be reduced by any other plan, program, policy or arrangement of the Bank or Corporation. Benefits provided under Paragraph 6(c) shall be reduced to the extent comparable benefits are actually received by the Executive from or through another employer.and/or

SEVERANCE PAYMENTS OR TERMINATION BENEFITS. For purpose purposes of this Agreement, the severance payments and termination benefits specified in this Paragraph 6 shall be payable to the Executive subsequent to the occurrence of one of the following events: (i) : - Involuntary termination of the Executive's employment with the Bank or Corporation with or within one (1) year after a Change in Control, Control other than for Cause or pursuant to Paragraphs 4 or 5 of this Agreement. For purposes of this section, Change in Control shall have the same meaning as such term is defined in Paragraph 8, 8 and Cause shall have the same meaning as such term is defined in Paragraph 3. (ii) . - Voluntary or of involuntary termination for Good Reason, as defined in Paragraph 7, and other than for Cause or pursuant to Paragraphs 4 or 5 of this Agreement. (a) Upon the Executive's termination as a result of one of the events specified in this Paragraph 6, the Bank or Corporation shall pay to Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate as the case may be, as severance pay or liquidated damages, or both, a sum equal to two times the Executive's annual compensation. compensation For purposes of this Paragraph, compensation shall be defined as the Executive's then current base salary, plus salary and annual incentive compensation for the calendar year immediately preceding the year in which the above-mentioned event occurs. Such payment shall be paid to the Executive in a lump sum within thirty (30) days of the Executive's date of termination. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. (b) Upon the Executive's termination as a result of one of the events specified in this Paragraph 6, the Bank or Corporation shall cause the Executive to become fully vested in any qualified and/or nonqualified plans, programs or arrangements in which the Executive participated, participated in subject to the limitations described in Paragraph 6(d) and notwithstanding any provisions contained in the respective Agreement of the plan, program or arrangement. The Bank shall also contribute to the Executive's 401(k) Plan Account the Bank's matching and/or profit sharing which would have been paid had the Executive remained in the employ of the Bank throughout the remainder of the 401(k) Plan year. (c) Upon the Executive's termination as a result of one of the events specified in this Paragraph 6, the Corporation or Bank will cause to be continued life, health and disability insurance coverage substantially identical to the coverage maintained by the Bank or the Corporation for the Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's employment by another employer or twelve (12) months from such termination. Upon the expiration of the twelve (12) month period, Executive shall have the option of continuing health insurance coverage at his/her own expense for a period not less than the number of months by which the Consolidated Omnibus Budget Reconciliation Act (COBRA) continuation period exceeds twelve (12) months. (d) Notwithstanding any provision in this Agreement to the contrary, if the compensation and benefits provided to the Executive pursuant to or under this Agreement, either alone or in combination with other compensation and benefits received by the Executive from the Bank or Corporation, would constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986 as amended (the "Code") or the regulations adopted or proposed thereunder, then the compensation and benefits payable pursuant to or under this Agreement shall be reduced to the extent necessary so that no portion thereof shall be subject to any excise tax imposed by Section 4999 or other Section of the Code. The determination of what amounts would constitute "parachute payments" within the meaning of Section 280G of the Code shall be made by an independent accounting firm or other independent tax counsel selected by the Corporation and approved by the Executive or any other party entitled to receive compensation or benefits provided hereunder. In the event that any reduction of amounts to be paid is required under this Paragraph, the Corporation and the Bank shall consult with the Executive in determining the order in which compensation and benefits shall be reduced. (e) The Executive shall not be required to mitigate the amount of any payment required hereunder by seeking other employment or otherwise nor shall the amount paid hereunder be reduced or offset by any compensation earned or received by the Executive as a result of employment with another employer or self- self-employment. The amount paid hereunder shall not be reduced by any other plan, program, policy or arrangement of the Bank or CorporationCorporation provided such amounts are not included in the computation of the Executive's "parachute payment" as defined by Section 280G(b)(2) and as determined by the independent accounting firm referred to in Paragraph 6(d). Benefits provided under Paragraph 6(c) shall be reduced to the extent comparable benefits are actually received by the Executive from or through another employer.