Common use of Termination Benefits Clause in Contracts

Termination Benefits. a. If, on or after the effective date of a Change in Control, Executive’s employment is voluntarily (in accordance with Section 2b.) or involuntarily terminated (other than for Cause) during the remaining term of the Agreement, Executive shall receive: i. a lump sum cash payment equal to three (3) times the Executive’s base salary as of the termination date. Such payment shall be made not later than ten (10) calendar days following Executive’s termination of employment under this Section 3. ii. Continued benefit coverage under all group medical, dental and life insurance plans in which Executive participated as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. under the terms of the Employee Benefit Plans, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). b. Notwithstanding any contrary provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that is one dollar ($1.00) less than three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G of the Code. The Executive shall determine the allocation of the reduction among the Termination Benefits.

Termination Benefits. a. If, on or after the effective date of a Change in Control, Executive’s employment is voluntarily (in accordance with Section 2b.) or involuntarily terminated (other than for Cause) during the remaining term of the Agreement, and provided that such termination of employment is a “Separation from Service” as defined in Code Section 409A and the regulations thereunder, Executive shall receive: i. a lump sum cash payment equal to three (3) times the Executive’s base salary as of the termination date. Such payment shall be made not later than ten (10) calendar days following Executive’s termination of employment under this Section 3, unless Executive is a “Specified Employee” as defined in Code Section 409A and the regulations thereunder, in which case, solely to the extent necessary to avoid penalties under Code Section 409A, such payment shall be delayed until the first day of the seventh month following the Executive’s Separation from Service. ii. Continued benefit coverage under all group medical, life insurance and non-taxable medical and dental and life insurance plans in which Executive participated as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. under the terms of the Employee Benefit Plans, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Code Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).409A. b. Notwithstanding any contrary provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that is one dollar ($1.00) less than three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G of the Code. The Executive reduction shall determine be taken from the allocation of the reduction among the Termination BenefitsExecutive’s cash severance payment.

Termination Benefits. a. If, on (a) If within one (1) year before or after the effective date of a Change in Control, Executive’s employment is voluntarily involuntarily terminated for reasons other than Just Cause or Executive elects to terminate his employment for “Good Reason” (in accordance with Section 2b.2(a) or involuntarily terminated (other than for Causeof this Agreement) during the remaining term of the Agreement, Executive shall receive: i. (i) a lump sum cash payment equal to three (3) times the Executive’s then current base salary, or his base salary as of the termination date. Such payment shall be made not later than ten (10) calendar days following Executive’s termination of employment under this Section 3. ii. Continued benefit coverage under all group medical, dental and life insurance plans in which Executive participated as of the date of the Change in Control Control, whichever is greater. In addition to the cash severance benefit provided for under this Section 3(a) (collectivelyi) the Bank shall provide or cause to be provided post-termination insurance coverage described in Section 3(a)(ii) below, subject to the “Employee Benefit Plans”provisions of Section 3(c) of this Agreement. (ii) Continued health and dental insurance coverage for a period Executive and his dependents at the Bank’s expense. The health and dental insurance coverage shall continue until the first to occur: (x) Executive’s attainment of thirty-six age 65, (y) Executive’s death or (z) twelve (12) months following after Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. 3(a)(ii) cannot be provided under the terms of any employee benefit plan maintained by the Employee Benefit PlansBank or a successor to the Bank, the Bank (or its successor) shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar pay to the coverage provided Executive in a single lump sum an amount in cash equal to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A present value of the Internal Revenue Code of 1986Bank’s projected cost to maintain that particular insurance benefit (and associated income tax gross-up benefit, as amended if applicable) had the Executive’s employment not terminated, assuming continued coverage for twelve (the “Code”)12) months. b. (b) Notwithstanding any contrary other provisions of this Section 3Agreement, in no the event shall that the aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code or any successor thereof (the “Termination Benefits”) constitute ), would be deemed to include an “excess parachute payment” under Section 280G of the Code, and to avoid such a result, then the Termination Benefits will shall be reduced, if necessary, reduced to an amount that a value which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount,” as determined in accordance with said Section 280G of the Code. The Executive shall determine the allocation of the reduction required hereby among the Termination BenefitsBenefits shall first be made from any cash severance benefit due under Section 3(a)(i) of this Agreement. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Sections 3 hereof or a reduction in the payments and benefits specified, below zero. (c) The parties to this Agreement intend for the payments to satisfy the short-term deferral exception under Section 409A of the Code or, in the case of health and dental benefits, not constitute deferred compensation (since such amounts are not taxable to Executive). However, notwithstanding anything to the contrary in this Agreement, to the extent payments do not meet the short-term deferral exception of Section 409A of the Code and, in the event Executive is a “Specified Employee” (as defined herein) no payment shall be made to Executive under this Agreement prior to the first day of the seventh month following the Executive’s termination of employment in excess of the “permitted amount” under Section 409A of the Code. For these purposes the “permitted amount” shall be an amount that does not exceed two times the lesser of: (A) the sum of Executive’s annualized compensation based upon the annual rate of pay for services provided to the Bank for the calendar year preceding the year in which Executive terminates employment, or (B) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Section 401(a)(17) of the Code for the calendar year in which Executive’s termination of employment occurs. The payment of the “permitted amount” shall be made within five (5) days of the Executive’s termination of employment. Any payment in excess of the permitted amount shall be made to Executive on the first day of the seventh month following Executive’s termination of employment. “Specified Employee” shall be interpreted to comply with Section 409A of the Code and shall mean a key employee within the meaning of Section 416(i) of the Code (without regard to paragraph 5 thereof), but an individual shall be a “Specified Employee” only if the Bank is a publicly-traded institution or the subsidiary of a publicly-traded holding company. (d) Executive shall be entitled to the severance benefits in this Section 3 within five (5) days of the second to occur of (i) a Change in Control and (ii) Executive’s termination of employment under the circumstances described in Section 3(a) herein. In no event shall the Executive be entitled to benefits under this Agreement if a Change in Control does not occur.

Termination Benefits. a. If, on or after the effective date of a Change in Control, (a) If Executive’s employment is voluntarily (in accordance with Section 2b.2(a) of this Agreement) or involuntarily terminated (other than for Cause) during the remaining term of the this Agreement, Executive shall receive: i. (i) a lump sum cash payment equal to three (3) 2.99 times the Executive’s “base salary as amount,” within the meaning of Section 280G(b)(3) of the termination dateInternal Revenue Code of 1986, as amended (the “Code”). Such payment shall be made not later than ten five (105) calendar days following Executive’s termination of employment under this Section 3. (ii. ) Continued benefit coverage under all group medical, dental Bank health and life insurance welfare plans in which Executive participated in as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period ending upon the earlier of thirty-six months following (A) one year after the date of termination of Executive’s employment, or (B) the date the Executive receives full time employment by another employer (provided that the Executive is entitled under the terms of such employment to benefits substantially similar to those Executive received prior to his termination of employmentemployment in connection with the Change in Control and at a cost no greater than it would have been had Executive continued as an employee of the Bank). Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. 3(a)(ii) cannot be provided under the terms of the any Employee Benefit PlansPlan, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)comparable benefits. b. (b) Notwithstanding any contrary the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the CodeCode or any successor thereto, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G of the Code. 280G. The Executive shall determine the allocation of the reduction required hereby among the Termination BenefitsBenefits provided by this Section 3 shall be determined by Executive.

Termination Benefits. a. If, on or after the effective date of a Change in Control, (a) If Executive’s 's employment is voluntarily (in accordance with Section 2b.2(a) of this Agreement) or involuntarily terminated within two (other than for Cause2) during the remaining term years of the Agreementa Change in Control, Executive shall receive: i. (i) a lump sum cash payment equal to three (3) 2.99 times the Executive’s 's "base salary as amount," within the meaning of Section 280G(b)(3) of the termination dateInternal Revenue Code of 1986, as amended (the "Code"). Such payment shall be made not later than ten five (105) calendar days following Executive’s 's termination of employment under this Section 3. (ii. ) Continued benefit coverage under all group medical, dental Association health and life insurance welfare plans in which Executive participated in as of the date of the Change in Control (collectively, the “"Employee Benefit Plans”") for a period of thirtytwenty-six four (24) months following Executive’s 's termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s 's termination of employment. Solely for purposes of benefit benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. 3(a) cannot be provided under the terms of the any Employee Benefit PlansPlan, the Bank Association shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)comparable benefits. b. (b) Notwithstanding any contrary the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “"Termination Benefits”") constitute an “"excess parachute payment” " under Section 280G of the CodeCode or any successor thereto, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “'s "base amount,” " as determined in accordance with said Section 280G of the Code. 280G. The Executive shall determine the allocation of the reduction required hereby among the Termination BenefitsBenefits provided by this Section 3 shall be determined by Executive.

Termination Benefits. a. If, on or after the effective date (a) If within one (1) year of a Change in Control, Executive’s employment is voluntarily involuntarily terminated for reasons other than Just Cause or Executive elects to terminate her employment for “Good Reason” (in accordance with Section 2b.2(a) or involuntarily terminated (other than for Causeof this Agreement) during the remaining term of the Agreement, Executive shall receive: i. (i) a lump sum cash payment equal to three eighteen (318) times months of the Executive’s then current base salary or her base salary as of the termination datedate of the Change in Control, whichever is greater. Such payment shall be made not later than ten five (105) calendar days following Executive’s termination of employment under this Section 3. ii. Continued benefit coverage under all group medical, dental and life insurance plans in which Executive participated as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six months following Executive’s termination of employment. Said In addition to the cash severance benefit provided for under this Section 3(a)(i) the Bank shall provide or cause to be provided post-termination insurance coverage described in Section 3(a)(ii) below, subject to the provisions of Section 3(c) of this Agreement. (ii) Continued health and dental insurance coverage for Executive and her dependents at the Bank’s expense. The health and dental insurance coverage shall be provided under continue until the same terms and conditions in effect on the date first to occur: (x) Executive’s attainment of age 65, (y) Executive’s death or (z) twelve (12) months after Executive’s termination of employment. Solely for purposes of benefit continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. 3(a)(ii) cannot be provided under the terms of any employee benefit plan maintained by the Employee Benefit PlansBank or a successor to the Bank, the Bank (or its successor) shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar pay to the coverage provided Executive in a single lump sum an amount in cash equal to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A present value of the Internal Revenue Code of 1986Bank’s projected cost to maintain that particular insurance benefit (and associated income tax gross-up benefit, as amended if applicable) had the Executive’s employment not terminated, assuming continued coverage for twelve (the “Code”)12) months. b. (b) Notwithstanding any contrary other provisions of this Section 3Agreement, in no the event shall that the aggregate payments or benefits to be made or afforded to the Executive under this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code or any successor thereof (the “Termination Benefits”) constitute ), would be deemed to include an “excess parachute payment” under Section 280G of the Code, and to avoid such a result, then the Termination Benefits will shall be reduced, if necessary, reduced to an amount that a value which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount,” as determined in accordance with said Section 280G of the Code. The Executive shall determine the allocation of the reduction required hereby among the Termination BenefitsBenefits shall first be made from any cash severance benefit due under Section 3(a)(i) of this Agreement. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Sections 3 hereof or a reduction in the payments and benefits specified, below zero. (c) The parties to this Agreement intend for the payments to satisfy the short-term deferral exception under Section 409A of the Code or, in the case of health and dental benefits, not constitute deferred compensation (since such amounts are not taxable to Executive). However, notwithstanding anything to the contrary in this Agreement, to the extent payments do not meet the short-term deferral exception of Section 409A of the Code and, in the event Executive is a “Specified Employee” (as defined herein) no payment shall be made to Executive under this Agreement prior to the first day of the seventh month following the Executive’s termination of employment in excess of the “permitted amount” under Section 409A of the Code. For these purposes the “permitted amount” shall be an amount that does not exceed two times the lesser of: (A) the sum of Executive’s annualized compensation based upon the annual rate of pay for services provided to the Bank for the calendar year preceding the year in which Executive terminates employment, or (B) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Section 401(a)(17) of the Code for the calendar year in which Executive’s termination of employment occurs. The payment of the “permitted amount” shall be made within five (5) days of the Executive’s termination of employment. Any payment in excess of the permitted amount shall be made to Executive on the first day of the seventh month following Executive’s termination of employment. “Specified Employee” shall be interpreted to comply with Section 409A of the Code and shall mean a key employee within the meaning of Section 416(i) of the Code (without regard to paragraph 5 thereof), but an individual shall be a “Specified Employee” only if the Bank is a publicly-traded institution or the subsidiary of a publicly-traded holding company.

Termination Benefits. a. If, on or after the effective date of a Change in Control, (a) If Executive’s employment is voluntarily (in accordance with Section 2b.2(a) of this Agreement) or involuntarily terminated within one (other than for Cause1) during the remaining term year of the Agreementa Change in Control, Executive shall receive: i. (i) a lump sum cash payment equal to three one (31) times the Executive’s her annual base salary as of the his termination date. Such payment shall be made not later than ten five (105) calendar days following Executive’s termination of employment under this Section 3. (ii. ) Continued benefit coverage under all group medical, dental Bank health and life insurance welfare plans in which Executive participated in as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six twelve (12) months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. 3(a) cannot be provided under the terms of the any Employee Benefit PlansPlan, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)comparable benefits. b. (b) Notwithstanding any contrary the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) or otherwise by the Company or the Bank constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor thereto, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G of the Code. 280G. The Executive shall determine the allocation of the reduction required hereby among the Termination BenefitsBenefits provided by this Section 3 shall be made to the payments and benefits provided under this Agreement.

Termination Benefits. a. If, on or after the effective date of a Change in Control, (a) If Executive’s employment is voluntarily (in accordance with Section 2b.2(a) of this Agreement) or involuntarily terminated within two (other than for Cause2) during the remaining term years of the Agreementa Change in Control, Executive shall receive: i. (i) a lump sum cash payment equal to three two (32) times the Executive’s “base salary as amount,” within the meaning of Section 280G(b)(3) of the termination dateInternal Revenue Code of 1986, as amended (the “Code”). Such payment shall be made not later than ten five (105) calendar days following Executive’s termination of employment and shall be reduced, if necessary, to avoid an excess parachute payment as noted in paragraph (b) under this Section 3. (ii. ) Continued benefit coverage under all group medical, dental Association health and life insurance welfare plans in which Executive participated in as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six 24 months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. 3(a) cannot be provided under the terms of the any Employee Benefit PlansPlan, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)comparable benefits. b. (b) Notwithstanding any contrary the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs or otherwise (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the CodeCode or any successor thereto, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G of the Code. 280G. The Executive shall determine the allocation of the reduction required hereby among the Termination BenefitsBenefits provided by this Section 3 shall be determined by Executive.

Termination Benefits. a. If, on or after the effective date of a Change in Control, If Executive’s employment is voluntarily (in accordance with Section 2b.2a. of this Agreement) or involuntarily terminated within three (other than for Cause3) during the remaining term years of the Agreementa Change in Control, Executive shall receive: i. a lump sum cash payment equal to three (3) times the Executive’s “base salary as amount,” within the meaning of Section 280G(b)(3) of the termination dateInternal Revenue Code of 1986, as amended (the “Code”). Such payment shall be made not later than ten five (105) calendar days following Executive’s termination of employment under this Section 3. ii. Continued benefit coverage under all group medicalBank health and welfare plans (as defined in accordance with Section (3)(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”), dental 29 U.S.C. Sec. 1002(1), and life insurance plans in applicable regulations thereunder) which Executive participated in as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six (36) months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. cannot be provided under the terms of the any Employee Benefit PlansPlan, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)comparable benefits. b. Notwithstanding any contrary the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the CodeCode or any successor thereto, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G of the Code. 280G. The Executive shall determine the allocation of the reduction required hereby among the Termination BenefitsBenefits provided by this Section 3 shall be determined by Executive.

Termination Benefits. a. If, on or after (a) Upon the effective date occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive’s employment is voluntarily (in accordance with Section 2b.) or involuntarily terminated ('s employment, other than for Termination for Cause) during , the remaining term Association and the Company shall pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the Agreementcase may be, Executive shall receive: i. as severance pay or liquidated damages, or both, a lump sum cash payment equal to three (3) times his then current annual salary. At the election of the Executive such payment may be made in a lump sum or paid in equal installment installments during the thirty-six (36) months following the Executive’s base salary as 's termination. In the event that no election is made, payment to the Executive will be made on a basis basis during the remaining term of this Agreement. (b) Upon the occurrence of a Change in Control of the termination date. Such payment shall be made not later than ten (10) calendar days following Association or the Company followed at any time during the term of this Agreement by the Executive’s 's voluntary or involuntary termination of employment under this Section 3. ii. Continued benefit coverage under all group employment, other than for Termination for Cause, the Association shall cause to be continued life, medical, dental and life insurance plans disability coverage substantially identical prior to his severance, except to the extent such coverage may be changed in which Executive participated as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period its application to all Association employees. Such coverage and payments shall cease upon expiration of thirty-six months following Executive’s termination (36) months. (c) As of employment. Said coverage shall be provided under the same terms and conditions in effect on the effective date of Executive’s termination this Agreement, and annually as of employment. Solely for purposes the first business day of benefit continuation under the Employee Benefit PlansJanuary or soon thereafter, Executive shall make the election referred to in Section 3(a) hereof with respect to whether the amounts payable under said Section 3(a) shall be deemed to paid in a lump sum or on a basisbasis. Such election shall be an active employee. To irrevocable for the extent that year for which such election is made and shall continue in effect until the Bank cannot provide any benefits required under this Section 3a. under the terms of the Employee Benefit Plans, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to has made his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)next annual election. b. (d) Notwithstanding any contrary provisions the preceding paragraphs of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “"Termination Benefits”") constitute an “"excess parachute payment” " under Section 280G of the CodeCode or any successor thereto, and in order to avoid such a result, the result Termination Benefits will be reduced, if necessary, to an amount that (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “'s "base amount,” ", as determined in accordance with said Section 280G of the Code. 280G. The Executive shall determine the allocation of the reduction required hereby among the Termination BenefitsBenefits provided by the preceding paragraphs of this Section 3 shall be determined by the Executive.

Termination Benefits. a. If, on If Executive voluntarily terminates employment (in accordance with Section 2a. of this Agreement) or after the effective date is involuntarily terminated within two (2) years of a Change in Control, Executive’s employment is voluntarily (in accordance with Section 2b.) or involuntarily terminated (other than for Cause) during the remaining term of the Agreement, Executive shall receive: i. a lump sum cash payment equal to three two (32) times the amount reported in Box 5 on Executive’s base salary as Form W-2, plus (i) Executive’s share of non-taxable premiums paid for medical and dental insurance and (ii) deductions taken to from Executive’s compensation to fund Executive’s Flexible Spending Account, each for the calendar year preceding the year of Executive’s termination date. of employment or preceding the year in which the Change in Control occurs, whichever is greater.. Such payment shall be made not later than ten (10) calendar business days following Executive’s termination of employment under this Section 3employment. ii. Continued benefit coverage under all group medicalhealth, dental medical and life insurance plans in coverage which Executive participated in as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirtytwenty-six four (24) months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions and under the same cost-sharing arrangements that apply for active employees of the Bank in effect on the date of Executive’s termination of employment. Solely for purposes of benefit continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. ., cannot be provided under the terms of such plans because Executive is no longer an employee or providing such benefits would result in excise taxes or penalties to the Employee Benefit PlansBank, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar a cash lump sum payment reasonably estimated to be equivalent to the coverage provided cost to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of providing such benefits under the Internal Revenue Code of 1986, as amended (the “Code”)Bank’s group plans. b. Notwithstanding any contrary the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs when aggregated with other cash payments or benefits that are contingent (within the meaning set forth in Code Section 280G (b)(2)(a)(i)) on the Change in Control (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) or any successor thereto, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G of the Code. The Executive shall determine the allocation of the reduction required hereby among the Termination BenefitsBenefits provided by this Section 3 shall be determined by Executive.

Termination Benefits. a. If, on or after the effective date of a Change in Control, (a) lf Executive’s employment is voluntarily (in accordance with Section 2b.2(a) of this Agreement) or involuntarily terminated within one (other than for Cause1) during the remaining term year of the Agreementa Change in Control, Executive shall receive: i. (i) a lump sum cash payment equal to three one (31) times the Executive’s his annual base salary as of the his termination date. Such payment shall be made not later than ten five (105) calendar days following Executive’s termination of employment under this Section 3. (ii. ) Continued benefit coverage under all group medical, dental Bank health and life insurance welfare plans in which Executive participated in as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six twelve (12) months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. 3(a) cannot be provided under the terms of the any Employee Benefit PlansPlan, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)comparable benefits. b. (b) Notwithstanding any contrary the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) or otherwise by the Company or the Bank constitute an “excess parachute payment” ’’ under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor thereto, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G of the Code. 280G. The Executive shall determine the allocation of the reduction required hereby among the Termination BenefitsBenefits provided by this Section 3 shall be made to the payments and benefits provided under this Agreement.

Termination Benefits. a. If, on or after the effective date of a Change in Control, Executive’s employment is voluntarily (in accordance with Section 2b.) or involuntarily terminated (other than for Cause) during the remaining term of the Agreement, and provided that such termination of employment is a “Separation from Service” as defined in Code Section 409A and the regulations thereunder, Executive shall receive: i. a lump sum cash payment equal to three (3) times the Executive’s base salary as of the termination date. Such payment shall be made not later than ten (10) calendar days following Executive’s termination of employment under this Section 3, unless Executive is a “Specified Employee” as defined in Code Section 409A and the regulations thereunder, in which case, solely to the extent necessary to avoid penalties under Code Section 409A, such payment shall be delayed until the first day of the seventh month following the Executive’s Separation from Service. ii. Continued benefit coverage under all group medical, life insurance and non-taxable medical and dental and life insurance plans in which Executive participated as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. under the terms of the Employee Benefit Plans, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his her termination of employment, subject to any applicable limitations of Code Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).409A. b. Notwithstanding any contrary provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that is one dollar ($1.00) less than three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G of the Code. The Executive reduction shall determine be taken from the allocation of the reduction among the Termination BenefitsExecutive’s cash severance payment.

Termination Benefits. a. If, on or after the effective date of a Change in Control, (a) If Executive’s employment is voluntarily (in accordance with Section 2b.2(a) of this Agreement) or involuntarily terminated within one (other than for Cause1) during the remaining term year of the Agreementa Change in Control, Executive shall receive: i. (i) a lump sum cash payment equal to three (3) times the Executive’s “base salary as amount,” within the meaning of Section 280G(b)(3) of the termination dateInternal Revenue Code of 1986, as amended (the “Code”). Such payment shall be made not later than ten five (105) calendar days following Executive’s termination of employment under this Section 3. (ii. ) Continued benefit coverage under all group medical, dental Bank health and life insurance welfare plans in which Executive participated in as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six (36) months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. 3(a) cannot be provided under the terms of the any Employee Benefit PlansPlan, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)comparable benefits. b. (b) Notwithstanding any contrary the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the CodeCode or any successor thereto, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G of the Code. 280G. The Executive shall determine the allocation of the reduction required hereby among the Termination BenefitsBenefits provided by this Section 3 shall be determined by Executive.

Termination Benefits. a. If, on or after the effective date of a Change in Control, If Executive’s 's employment is voluntarily (in accordance with Section 2b.2a. of this Agreement) or involuntarily terminated within three (other than for Cause3) during the remaining term years of the Agreementa Change in Control, Executive shall receive: i. a lump sum cash payment equal to three (3) times the Executive’s 's "base salary as amount," within the meaning of Section 280G(b)(3) of the termination dateInternal Revenue Code of 1986, as amended (the "Code"). Such payment shall be made not later than ten five (105) calendar days following Executive’s 's termination of employment under this Section 3. ii. Continued benefit coverage under all group medicalBank health and welfare plans (as defined in accordance with Section (3)(1) of the Employee Retirement Income Security Act of 1974 ("ERISA"), dental 29 U.S.C. Sec. 1002(1), and life insurance plans in applicable regulations thereunder) which Executive participated in as of the date of the Change in Control (collectively, the “"Employee Benefit Plans”") for a period of thirty-six (36) months following Executive’s 's termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s 's termination of employment. Solely for purposes of benefit benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. cannot be provided under the terms of the any Employee Benefit PlansPlan, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)comparable benefits. b. Notwithstanding any contrary the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “"Termination Benefits”") constitute an “"excess parachute payment” " under Section 280G of the CodeCode or any successor thereto, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “'s "base amount,” " as determined in accordance with said Section 280G of the Code. 280G. The Executive shall determine the allocation of the reduction required hereby among the Termination BenefitsBenefits provided by this Section 3 shall be determined by Executive.

Termination Benefits. a. If, on or after the effective date of a Change in Control, (a) lf Executive’s 's employment is voluntarily (in accordance with Section 2b.2(a) of this Agreement) or involuntarily terminated within one (other than for Cause1) during the remaining term year of the Agreementa Change in Control, Executive shall receive: i. (i) a lump sum cash payment equal to three one (31) times the Executive’s his annual base salary as of the his termination date. Such payment shall be made not later than ten five (105) calendar days following Executive’s 's termination of employment under this Section 3. (ii. ) Continued benefit coverage under all group medical, dental Bank health and life insurance welfare plans in which Executive participated in as of the date of the Change in Control (collectively, the “"Employee Benefit Plans”") for a period of thirty-six twelve (12) months following Executive’s 's termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s 's termination of employment. Solely for purposes of benefit benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. 3(a) cannot be provided under the terms of the any Employee Benefit PlansPlan, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)comparable benefits. b. (b) Notwithstanding any contrary the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “"Termination Benefits”") or otherwise by the Company or the Bank constitute an “"excess parachute payment” '' under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor thereto, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “'s "base amount,” " as determined in accordance with said Section 280G of the Code. 280G. The Executive shall determine the allocation of the reduction required hereby among the Termination BenefitsBenefits provided by this Section 3 shall be made to the payments and benefits provided under this Agreement.

Termination Benefits. a. If, on or after the effective date of a Change in Control, Executive’s employment is voluntarily (in accordance with Section 2b.) or involuntarily terminated (other than for Cause) during the remaining term of the Agreement, Executive shall receive: i. a lump sum cash payment equal to three (3) times the Executive’s base salary as of the termination date. Such payment shall be made not later than ten (10) calendar days following Executive’s termination of employment under this Section 3. ii. Continued benefit coverage under all group medical, dental and life insurance plans in which Executive participated as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. under the terms of the Employee Benefit Plans, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his her termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). b. Notwithstanding any contrary provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that is one dollar ($1.00) less than three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G of the Code. The Executive shall determine the allocation of the reduction among the Termination Benefits.

Termination Benefits. a. If(a) The Executive will receive payment of his base salary through December 31, on or after the effective date of a Change 2014 with applicable adjustments for employee benefits. (b) The Executive has previously vested in Control, Executive’s employment is voluntarily (his Executive Leadership Group life insurance benefit and will be entitled to elect post-retirement coverage benefits thereunder in accordance with Section 2b.) or involuntarily terminated (other than for Cause) during the remaining term of the Agreement, Executive shall receive: i. a lump sum cash payment equal to three (3) times the Executive’s base salary as of the termination date. Such payment shall be made not later than ten (10) calendar days following Executive’s termination of employment under this Section 3. ii. Continued benefit coverage under all group medical, dental and life insurance plans in which Executive participated as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. under the terms of the Employee Benefit PlansELG Program (defined below). (c) The Executive and his eligible dependents will remain eligible to participate in the Company’s healthcare plan as in effect from time to time for the period from the Termination Date through December 31, 2016 (the first 12 months of which will run concurrently with the “COBRA” continuation period) or, if earlier, the Bank shall enter into alternative arrangements that will provide date the Executive with coverage commences new employment entitling the Executive to healthcare coverage, if sooner (the “Benefit Continuation Period”) at a monthly cost to the Executive that is substantially similar no more than the monthly cost of such coverage to an active senior executive employee of the Company as in effect from time to time; provided, that, if and to the coverage provided to Executive extent such participation is prohibited by applicable law or the Bank prior to his termination terms of employment, subject to any the applicable limitations of Section 409A of plan or would result in such benefit being deemed discriminatory under the Internal Revenue Code of 1986, as amended (the “Code”) the Company shall, in lieu of such continued participation, pay the Executive monthly in arrears, during the Benefit Continuation Period, an amount in cash equal to the employer portion (applicable to an active senior executive of the Company) of the monthly premium for the coverage elected by the Executive under the Company’s healthcare plan. At the end of the Benefit Continuation Period, the Executive and his eligible dependents may continue such coverage in accordance with the plan’s “COBRA” continuation provisions at his expense for an additional six (6) months (the remainder of the COBRA continuation period). b. Notwithstanding any contrary provisions (d) The Executive’s termination of this Section 3employment with the Company shall constitute a “Retirement”, in no event shall effective as of the aggregate payments or benefits to be made or afforded to Executive Termination Date, for purposes of the Company’s Amended and Restated 2005 Long Term Incentive Plan (the “Termination BenefitsLTIP”) constitute an “excess parachute payment” under Section 280G and each applicable equity incentive award held by the Executive as of the CodeTermination Date, and, in accordance therewith, (i) all stock options and stock appreciation rights held by the Executive as of the Termination Date shall be vested as of the effective date of this Agreement (including, without limitation, those certain stock appreciation rights granted as of January 2, 2014 covering 217,500 shares of common stock of the Company) and may be exercised at any time on or before the last day of the term of the applicable award, determined without regard to the Executive’s termination of employment, and (ii) all performance stock units held by the Executive as of the Termination Date (including, without limitation, those certain performance stock units granted as of January 2, 2014 covering up to avoid such a result113,400 shares of common stock of the Company) shall remain issued and outstanding and eligible to vest as scheduled following the Termination Date if and to the extent applicable performance targets have been achieved. Except as otherwise provided in this Agreement, the Termination Benefits will treatment of all long-term incentive awards shall be reducedsubject to and governed by the terms and conditions of the applicable long term incentive plan document and the schedule of terms applicable to each award, if necessaryincluding, to an amount that is one dollar but not limited to, all applicable clawback and forfeiture provisions. ($1.00e) less than three (3) times Executive’s “base amount,” as determined The Executive may purchase his Company-provided vehicle promptly following the date hereof in accordance with said Section 280G of the Codestandard program procedures. The Executive will be responsible for any tax liability that may result from imputed income in connection with such purchase. (f) The Executive shall determine be entitled to continued membership in the allocation Avis Chairman’s Club until December 31, 2016. (g) Subject to the terms of the reduction among program and the insurer’s consent, the Executive shall remain eligible to purchase liability insurance coverage pursuant to the Company’s group purchase umbrella insurance program as in effect from time to time, for so long as such program is made available to retired senior executives of the Company, on the same basis as such coverage is made available to other retired senior executives of the Company. (h) The parties hereto acknowledge and agree that pursuant to the terms of the LTIP certain employment or consulting activities that Executive may engage in during the one-year period following the Termination BenefitsDate could result in the Company having a right to recover, recoup, recapture, clawback or otherwise require the Executive to forfeit or repay any award under the LTIP (collectively, “Company Remedies”). With respect to any such activities that the Executive may engage in during the applicable period of restriction that, absent the prior consent of the Senior Vice President, Human Resources and Organization, or other applicable person, could result in the Company having a Company Remedy, the Company agrees and acknowledges that if consent is requested by the Executive with respect to such activities, the Company will respond promptly and consider in good faith any such request for consent, taking into account factors such as the nature and scope of the proposed relationship, the inherent risk to Company Information (as defined below) and the actual competitive risk created by the proposed relationship. For the avoidance of doubt, this Section 2(h) (i) shall apply to all of the Executive’s stock options, stock appreciation rights, performance share units and other equity compensation awards granted pursuant to the LTIP or otherwise and (ii) shall not be construed as reducing any applicable period under such awards that applies to any conduct or activities of the Executive following the Termination Date. (i) The Company agrees that the Executive shall maintain ownership and use of his rolodex and other hard copy and electronic address books, personal emails and other personal files and the Company shall cooperate and assist the Executive, as may be reasonably requested, in the transfer to the Executive of his contacts, personal emails and other personal files, as well as any cell phone and mobile device numbers used by the Executive if such numbers are registered in the Company’s name. (j) Except as otherwise expressly provided in this Agreement, the Executive will not be eligible for (i) an incentive compensation award in 2015 in respect of 2014 under the Company’s Annual Executive Incentive Compensation Plan, or (ii) any payments and benefits pursuant to that certain Executive Leadership Group Program provided to the Executive as of March 2, 1998 (the “ELG Program”). This Agreement and the payments and benefits set forth in Sections 2(c) through 2(g) shall be subject to the Executive’s execution and non-revocation of this Agreement as set forth in Section 3(h).

Termination Benefits. a. If, on or after the effective date of a Change in Control, If Executive’s employment is voluntarily (for “Good Reason” in accordance with Section 2b.2a. of this Agreement) or involuntarily terminated within two (other than for Cause2) during the remaining term years of the Agreementa Change in Control, Executive shall receive: i. a lump sum cash payment equal to three (3) times the Executive’s “base salary as amount,” within the meaning of Section 280G(b)(3) of the termination dateInternal Revenue Code of 1986, as amended (the “Code”). Such payment shall be made not later than ten five (105) calendar days following Executive’s termination of employment under this Section 3. ii. Continued benefit coverage under all group medicalBank health and welfare plans (as defined in accordance with Section (3)(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”), dental 29 U.S.C. Sec. 1002(1), and life insurance plans in applicable regulations thereunder) which Executive participated in as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six (36) months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. cannot be provided under the terms of the any Employee Benefit PlansPlan, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)comparable benefits. b. Notwithstanding any contrary the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the CodeCode or any successor thereto, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G 280G. The allocation of the reduction required hereby among the Termination Benefits provided by this Section 3 shall be determined by Executive. c. The parties to this Agreement intend for the payments to satisfy the short-term deferral exception under Section 409A of the Code or, in the case of health and welfare benefits, not constitute deferred compensation (since such amounts are not taxable to Executive). However, notwithstanding anything to the contrary in this Agreement, to the extent payments do not meet the short-term deferral exception of Section 409A of the Code and, in the event Executive is a “Specified Employee” (as defined herein) no payment shall be made to Executive under this Agreement prior to the first day of the seventh month following the Event of Termination in excess of the “permitted amount” under Section 409A of the Code. The For these purposes the “permitted amount” shall be an amount that does not exceed two times the lesser of: (A) the sum of Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the calendar year preceding the year in which Executive shall determine has an Event of Termination, or (B) the allocation maximum amount that may be taken into account under a tax-qualified plan pursuant to Section 401(a)(17) of the reduction among Code for the Termination Benefitscalendar year in which occurs the Event of Termination. The payment of the “permitted amount” shall be made within sixty (60) days of the occurrence of the Event of Termination. Any payment in excess of the permitted amount shall be made to Executive on the first day of the seventh month following the Event of Termination. “Specified Employee” shall be interpreted to comply with Section 409A of the Code and shall mean a key employee within the meaning of Section 416(i) of the Code (without regard to paragraph 5 thereof), but an individual shall be a “Specified Employee” only if the Bank is a publicly-traded institution or the subsidiary of a publicly-traded holding company.

Termination Benefits. a. If, on or after the effective date of a Change in Control, (a) If Executive’s employment is voluntarily (in accordance with Section 2b.2(a) of this Agreement) or involuntarily terminated within two (other than for Cause2) during the remaining term years of the Agreementa Change in Control, Executive shall receive:: 170527.2 i. (i) a lump sum cash payment equal to three (3) times the Executive’s “base salary as amount,” within the meaning of Section 280G(b)(3) of the termination dateInternal Revenue Code of 1986, as amended (the “Code”). Such payment shall be made not later than ten five (105) calendar days following Executive’s termination of employment under this Section 3. (ii. ) Continued benefit coverage under all group medical, dental Bank health and life insurance welfare plans in which Executive participated in as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six (36) months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. 3(a) cannot be provided under the terms of the any Employee Benefit PlansPlan, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)comparable benefits. b. (b) Notwithstanding any contrary the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the CodeCode or any successor thereto, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G of the Code. 280G. The Executive shall determine the allocation of the reduction required hereby among the Termination BenefitsBenefits provided by this Section 3 shall be determined by Executive.

Termination Benefits. a. If, on or after the effective date of a Change in Control, (a) If Executive’s 's employment is voluntarily (in accordance with Section 2b.2(a) of this Agreement) or involuntarily terminated within one (other than for Cause1) during the remaining term year of the Agreement, a Change in Control. Executive shall receive: i. (i) a lump sum cash payment equal to three one (31) times the Executive’s his annual base salary as of the his termination date. Such payment shall be made not later than ten five (105) calendar days following Executive’s 's termination of employment under this Section 3. (ii. ) Continued benefit coverage under all group medical, dental Bank health and life insurance welfare plans in which Executive participated in as of the date of the Change in Control (collectively, the “"Employee Benefit Plans”") for a period of thirty-six twelve (12) months following Executive’s 's termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s 's termination of employment. Solely for purposes of benefit benefits continuation under the Employee Benefit Plans, . Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. 3(a) cannot be provided under the terms of the any Employee Benefit PlansPlan, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)comparable benefits. b. (b) Notwithstanding any contrary the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “"Termination Benefits”") constitute an “excess parachute payment” under Section 280G of the CodeCode or any successor thereto, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that (the “Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “'s "base amount,” " as determined in accordance with said Section 280G of the Code. 280G. The Executive shall determine the allocation of the reduction required hereby among the Termination BenefitsBenefits provided by this Section 3 shall be determined by Executive.

Termination Benefits. a. If, on or after the effective date of a Change in Control, If Executive’s 's employment is voluntarily (in accordance with Section 2b2(a.) of this Agreement) or involuntarily terminated (other than for Cause) during the remaining term within ___________ years of the Agreementa Change in Control, Executive shall receive: i. a lump sum cash payment equal to three ______ (3__) times the Executive’s 's "base salary as amount," within the meaning of Section 280G(b)(3) of the termination dateInternal Revenue Code of 1986, as amended (the "Code"). Such payment shall be made not later than ten five (105) calendar days following Executive’s 's termination of employment under this Section 3. ii. Continued benefit coverage under all group medical, dental Bank health and life insurance welfare plans in which Executive participated in as of the date of the Change in Control (collectively, the “"Employee Benefit Plans”") for a period of thirty-six ______ (___) months following Executive’s 's termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s 's termination of employment. Solely for purposes of benefit benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. 3(a) cannot be provided under the terms of the any Employee Benefit PlansPlan, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)comparable benefits. b. Notwithstanding any contrary the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “"Termination Benefits”") constitute an “"excess parachute payment” " under Section 280G of the CodeCode or any successor thereto, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “'s "base amount,” " as determined in accordance with said Section 280G of the Code. 280G. The Executive shall determine the allocation of the reduction required hereby among the Termination BenefitsBenefits provided by this Section 3 shall be determined by Executive.

Termination Benefits. a. If, on or after the effective date of a Change in Control, (a) If Executive’s employment is voluntarily (in accordance with Section 2b.2(a) of this Agreement) or involuntarily terminated within one (other than for Cause1) during the remaining term year of the Agreementa Change in Control, Executive shall receive: i. (i) a lump sum cash payment equal to three (3) times the 18 months of Executive’s base salary as of the termination datesalary. Such payment shall be based on Executive’s base salary in effect as of her termination date and made not later than ten five (105) calendar days following Executive’s termination of employment under this Section 3. (ii. ) Continued benefit coverage under all group medical, dental Bank health and life insurance welfare plans in which Executive participated in as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six twelve (12) months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. 3(a) cannot be provided under the terms of the any Employee Benefit PlansPlan, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)comparable benefits. b. (b) Notwithstanding any contrary the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the CodeCode or any successor thereto, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G of the Code. 280G. The Executive shall determine the allocation of the reduction required hereby among the Termination BenefitsBenefits shall first be made from any cash severance benefit due under Section 3(a)(i) of this Agreement. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 3.

Termination Benefits. a. If, on or after the effective date of a Change in Control, (a) If Executive’s 's employment is voluntarily (in accordance with Section 2b.2(a) of this Agreement) or involuntarily terminated within one (other than for Cause1) during the remaining term year of the Agreementa Change in Control, Executive shall receive: i. (i) a lump sum cash payment equal to three two (32) times the Executive’s his annual base salary as of the his termination date. Such payment shall be made not later than ten five (105) calendar days following Executive’s 's termination of employment under this Section 3. (ii. ) Continued benefit coverage under all group medical, dental Bank health and life insurance welfare plans in which Executive participated in as of the date of the Change in Control (collectively, the “"Employee Benefit Plans”") for a period of thirtytwenty-six four (24) months following Executive’s 's termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s 's termination of employment. Solely for purposes of benefit benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. 3(a) cannot be provided under the terms of the any Employee Benefit PlansPlan, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)comparable benefits. b. (b) Notwithstanding any contrary the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “"Termination Benefits”") or otherwise by the Company or the Bank constitute an “"excess parachute payment” " under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor thereto, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “'s "base amount,” " as determined in accordance with said Section 280G of the Code. 280G. The Executive shall determine the allocation of the reduction required hereby among the Termination BenefitsBenefits provided by this Section 3 shall be made to the payments and benefits provided under this Agreement.

Termination Benefits. a. If, on or after the effective date of a Change in Control, If Executive’s employment is voluntarily (in accordance with Section 2b.2a. of this Agreement) or involuntarily terminated within two (other than for Cause2) during the remaining term years of the Agreementa Change in Control, Executive shall receive: i. a lump sum cash payment equal to three two (32) times the Executive’s “base salary as amount,” within the meaning of Section 280G(b)(3) of the termination dateInternal Revenue Code of 1986, as amended (the “Code”). Such payment shall be made not later than ten five (105) calendar days following Executive’s termination of employment under this Section 3. ii. Continued benefit coverage under all group medicalBank health and welfare plans (as defined in accordance with Section (3)(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”), dental 29 U.S.C. Sec. 1002(1), and life insurance plans in applicable regulations thereunder) which Executive participated in as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirtytwenty-six four (24) months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. cannot be provided under the terms of the any Employee Benefit PlansPlan, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)comparable benefits. b. Notwithstanding any contrary the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the CodeCode or any successor thereto, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G of the Code. 280G. The Executive shall determine the allocation of the reduction required hereby among the Termination BenefitsBenefits provided by this Section 3 shall be determined by Executive.

Termination Benefits. a. If, on or after the effective date of a Change in Control, Executive’s employment is voluntarily (in accordance with Section 2b.) or involuntarily terminated (other than for Cause) during the remaining term of the this Agreement, Executive shall receive: i. a lump sum cash payment equal to three (3) 2.99 times the Executive’s “base salary as amount,” within the meaning of Section 280G(b)(3) of the termination dateInternal Revenue Code of 1986, as amended (the “Code”). Such payment shall be made not later than ten (10) calendar days following Executive’s termination of employment under this Section 3. ii. Continued benefit coverage under all group medical, dental Bank health and life insurance welfare plans in which Executive participated in as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six (36) months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. cannot be provided under the terms of the any Employee Benefit PlansPlan, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)comparable benefits. b. Notwithstanding any contrary provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) or any successor thereto, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G of the Code. The Executive shall determine the allocation of the reduction among the Termination BenefitsBenefits shall be determined by Executive.

Termination Benefits. a. If, on or after the effective date of a Change in Control, If Executive’s employment is voluntarily (in accordance with Section 2b.2a. of this Agreement) or involuntarily terminated within one (other than for Cause1) during the remaining term year of the Agreementa Change in Control, Executive shall receive: i. a lump sum cash payment equal to three (3) times the Executive’s “base salary as amount,” within the meaning of Section 280G(b)(3) of the termination dateInternal Revenue Code of 1986, as amended (the “Code”). Such payment shall be made not later than ten five (105) calendar days following Executive’s termination of employment under this Section 3. ii. Continued benefit coverage under all group medicalBank health and welfare plans (as defined in accordance with Section (3)(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”), dental 29 U.S.C. Sec. 1002(1), and life insurance plans in applicable regulations thereunder) which Executive participated in as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six (36) months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. cannot be provided under the terms of the any Employee Benefit PlansPlan, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)comparable benefits. b. Notwithstanding any contrary the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the CodeCode or any successor thereto, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G of the Code. 280G. The Executive shall determine the allocation of the reduction required hereby among the Termination BenefitsBenefits provided by this Section 3 shall be determined by Executive.

Termination Benefits. a. IfIf Executive’s employment is voluntarily for Good Reason (in accordance with Section 2a. of this Agreement) or involuntarily terminated, on or after the effective date either within one (1) year of a Change in Control, Executive’s employment is voluntarily (in accordance with Section 2b.) or involuntarily terminated (other than for Cause) during the remaining term of the Agreement, Executive shall receive: i. The Bank shall pay Executive a lump sum cash payment equal to three (3) times the Executive’s “base salary as of amount,” within the termination date. Such payment shall be made not later than ten (10) calendar days following Executive’s termination of employment under this Section 3. ii. Continued benefit coverage under all group medical, dental and life insurance plans in which Executive participated as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. under the terms of the Employee Benefit Plans, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations meaning of Section 409A 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). Such payment shall be made not later than five (5) days following Executive’s termination of employment under this Section 3. ii. The Bank will continue to provide to Executive life insurance coverage and non-taxable medical and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his termination under the same cost-sharing arrangements that apply for active employees of the Bank as of Executive’s date of termination. Such continued coverage shall cease thirty-six (36) months following Executive’s termination of employment. The period of continued health coverage required by Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “Code”), shall run concurrently with the coverage period provided herein. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within thirty (30) days after the later of Executive’s date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties. b. Notwithstanding any contrary provisions of this Section 3, in In no event shall the aggregate payments or benefits to be made or afforded to Executive under this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of Executive that are contingent on a Change in Control (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code, or any successor thereto, and in order to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G of the Code. The In the event a reduction is necessary, Executive shall be entitled to determine which benefits or payments shall be reduced or eliminated so the allocation total parachute payments do not result in an excess parachute payment. If Executive does not make this determination within five (5) business days after receiving a written request from the Bank (or by the time that benefits or payments are due hereunder, if later), the Bank may make such determination, and shall notify Executive promptly thereof. In the event it is determined that permitting Executive or the Bank to make the determination regarding the form or manner of reduction would violate Section 409A Code, such reduction shall be made first from the reduction among the Termination Benefitscash severance provided for under this Agreement.

Termination Benefits. a. If, on or after the effective date of a Change in Control, (a) If Executive’s employment is voluntarily (in accordance with Section 2b.2(a) of this Agreement) or involuntarily terminated within two (other than for Cause2) during the remaining term years of the Agreementa Change in Control, Executive shall receive: i. (i) a lump sum cash payment equal to three (3) times the Executive’s base salary as of average annual compensation for the termination datefive (5) preceding calendar years. Such payment shall be made not later than ten five (105) calendar days following Executive’s termination of employment under and shall be reduced, if necessary, to avoid an excess parachute payment as noted in paragraph (b) of this Section 3. (ii. ) Continued benefit coverage under all group medical, dental Bank health and life insurance welfare plans in which Executive participated in as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six (36) months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. 3(b) cannot be provided under the terms of the any Employee Benefit PlansPlan, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)comparable benefits. b. (b) Notwithstanding any contrary the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the CodeCode or any successor thereto, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G of the Code. 280G. The Executive shall determine the allocation of the reduction required hereby among the Termination BenefitsBenefits provided by this Section 3 shall be determined by Executive.