Common use of Termination by Sterling without Cause Clause in Contracts

Termination by Sterling without Cause. (i) Sterling shall have the right to terminate Executive’s employment at any time during the Employment Period without Cause by giving notice to Executive as described in Section 6(f). For sake of clarity, neither termination of Executive’s employment pursuant to Section 6(e) nor upon or after expiration of the Employment Period shall constitute a termination without Cause for purposes of this Section 6. (ii) In the event that Sterling terminates Executive’s employment during the Employment Period without Cause: (A) The Bank shall pay or provide to Executive any Accrued Obligations; (B) If such termination occurs other than as provided in Section 6(a)(ii)(C) below, then, subject to Section 6(g), the Bank shall pay to Executive, (I) within sixty (60) days following the date of termination, a lump sum cash payment (the “Severance Payment”) in an amount equal to one (1) year of Executive’s Base Salary (in the amount in effect immediately prior to termination of employment) and the amount of Executive’s Target Bonus for the fiscal year that includes Executive’s date of termination of employment, and (II) eighteen (18) consecutive monthly cash payments (commencing with the first month following Executive’s termination of employment, and continuing until the eighteenth month following Executive’s termination of employment) each equal to the monthly COBRA premium in effect as of the date of Executive’s termination of employment for the level of coverage in effect for Executive under Sterling’s group health plan (the “COBRA Payments” and, together with the Severance Payment, the “Severance Benefits”); and (C) If such termination occurs upon or within twenty-four (24) months after a Change in Control, or Executive reasonably demonstrates (or the Bank agrees) that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control, then, subject to Section 6(g), the Bank shall (I) pay to Executive, within sixty (60) days following the date of termination, a lump sum cash payment (the “CIC Severance Payment”) equal to two (2) times the sum of (x) Executive’s Base Salary immediately prior to termination of employment plus (y) the amount of Executive’s Target Bonus for the fiscal year that includes Executive’s date of termination of employment, and (II) pay to Executive on a monthly basis commencing with the first month following Executive’s termination of employment, and continuing until the eighteenth month following Executive’s termination of employment, the COBRA Payments (together with the CIC Severance Payment, the “CIC Severance Benefits”).

Termination by Sterling without Cause. (i) Sterling shall have the right to terminate Executive’s employment at any time during the Employment Period without Cause by giving notice to Executive as described in Section 6(f). For sake of clarity, neither termination of Executive’s employment pursuant to Section 6(e) nor upon or after expiration of the Employment Period shall constitute a termination without Cause for purposes of this Section 6. (ii) In the event that Sterling terminates Executive’s employment during the Employment Period without Cause: (A) The Bank shall pay or provide to Executive any Accrued Obligations; (B) If such termination occurs other than as provided in Section 6(a)(ii)(C) below, then, subject to Section 6(g), the Bank shall (I) pay to Executive, (I) within sixty (60) days following the date of termination, a lump sum cash payment (the “Severance Payment”) in an amount equal to one the sum of (11x) year of Executive’s Base Salary (in the amount in effect immediately prior to termination of employmentemployment plus (1y) and the amount of Executive’s Target Bonus for the fiscal year that includes Executive’s date of termination of employment, and (II) eighteen (18) consecutive pay to Executive on a monthly cash payments (basis commencing with the first month following Executive’s termination of employment, and continuing until the eighteenth month following Executive’s termination of employment) each , a cash payment equal to the monthly COBRA premium in effect as of the date of Executive’s termination of employment for the level of coverage in effect for Executive under Sterling’s group health plan (the “COBRA Payments” and, together with the Severance Payment, the “Severance Benefits”); and (C) If such termination occurs upon or within twenty-four twelve (2412) months after a Change in Control, or Executive reasonably demonstrates (or the Bank agrees) that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control, then, subject to Section 6(g), the Bank shall (I) pay to Executive, within sixty (60) days following the date of termination, a lump sum cash payment (the “CIC Severance Payment”) equal to two (2) times the sum of (x) Executive’s Base Salary immediately prior to termination of employment plus (y) the amount of Executive’s Target Bonus for the fiscal year that includes Executive’s date of termination of employment, and (II) pay to Executive on a monthly basis commencing with the first month following Executive’s termination of employment, and continuing until the eighteenth month following Executive’s termination of employment, the COBRA Payments (together with the CIC Severance Payment, the “CIC Severance Benefits”).

Termination by Sterling without Cause. (i) Sterling shall have the right to terminate Executive’s employment at any time during the Employment Period without Cause by giving notice to Executive as described in Section 6(f). For sake of clarity, neither termination of Executive’s employment pursuant to Section 6(e) nor upon or after expiration of the Employment Period shall constitute a termination without Cause for purposes of this Section 6. (ii) In the event that Sterling terminates Executive’s employment during the Employment Period without Cause: (A) The Bank shall pay or provide to Executive any Accrued Obligations; (B) If such termination occurs other than as provided in Section 6(a)(ii)(C) below, then, subject to Section 6(g), the Bank shall pay to Executive, (I) within sixty (60) days following the date of termination, a lump sum cash payment (the “Severance Payment”) in an amount equal to one (1) year of Executive’s Base Salary (in the amount in effect immediately prior to termination of employment) and the amount of Executive’s Target Bonus for the fiscal year that includes Executive’s date of termination of employment, and (II) eighteen (18) consecutive monthly cash payments (commencing with the first month following Executive’s termination of employment, and continuing until the eighteenth month following Executive’s termination of employment) each equal to the monthly COBRA premium in effect as of the date of Executive’s termination of employment for the level of coverage in effect for Executive under Sterling’s group health plan (the “COBRA Payments” and, together with the Severance Payment, the “Severance Benefits”); and (C) If such termination occurs upon or within twenty-four (24) months after a Change in Control, or Executive reasonably demonstrates (or the Company or Bank agrees) that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control, then, subject to Section 6(g), the Bank shall (I) pay to Executive, within sixty (60) days following the date of termination, a lump sum cash payment (the “CIC Severance Payment”) equal to (i) two (2) times the sum of (x) Executive’s Base Salary immediately prior to termination of employment employment, plus (yii) two (2) times the amount of Executive’s Target Bonus for the fiscal year that includes Executive’s date of termination of employment, ; (II) pay to Executive the Executive’s Target Bonus pro-rated for the number of days which the Executive was employed by the Company or the Bank during the calendar year in which the Executive’s termination occurred following a Change in Control; (III) pay to Executive any accrued vacation pay due under the terms of the Bank’s vacation policy to the extent not theretofore paid; and (IIIV) pay to Executive on a monthly basis commencing with the first month following Executive’s termination of employment, and continuing until the eighteenth month following Executive’s termination of employment, the COBRA Payments (together with the CIC Severance Payment, the “CIC Severance Benefits”). (D) If such termination occurs upon or within twenty-four (24) months after a Change in Control, or Executive reasonably demonstrates (or the Company or Bank agrees) that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control, then, subject to Section 6(g), any unvested Long-Term Incentive Award of Executive will vest in accordance with the applicable grant or award agreement.

Termination by Sterling without Cause. (i) i. Sterling shall have the right to terminate Executive’s 's employment at any time during the Employment Period without Cause by giving notice to Executive as described in Section 6(f). For sake of clarity, neither termination of Executive’s 's employment pursuant to Section 6(e) nor upon or after expiration of the Employment Period shall constitute a termination without Cause for purposes of this Section 6. (ii) . In the event that Sterling terminates Executive’s 's employment during the Employment Period without Cause: (A) 1. The Bank shall pay or provide to Executive any Accrued Obligations; (B) 2. If such termination occurs other than as provided in Section 6(a)(ii)(C) below, then, subject to Section 6(g), the Bank shall (I) continue to pay to Executive, two (I2) within sixty (60) days following the years of Executive's Base Salary as in effect on his date of termination, a lump sum cash payment in the same time and manner as paid to Executive prior to his termination of employment and (the “Severance Payment”II) in also pay Executive an amount equal to one two (12) year of times Executive’s Base Salary (in the amount in effect immediately prior to termination of employment) and the amount of Executive’s 's Target Bonus for the fiscal year that includes Executive’s 's date of termination of employmentemployment in a lump sum payment within sixty (60) days of his termination of employment (the “Severance Payment”). In addition, and (II) the Bank shall pay eighteen (18) consecutive monthly cash payments (commencing with the first month following Executive’s 's termination of employment, and continuing until the eighteenth month following Executive’s 's termination of employment) each equal to the monthly COBRA premium in effect as of the date of Executive’s 's termination of employment for the level of coverage in effect for Executive under Sterling’s 's group health plan (the “"COBRA Payments” " and, together with the Severance Payment, the “"Severance Benefits”"); and (C) 3. If such termination occurs upon or within twenty-four (24) months after a Change in Control, or Executive reasonably demonstrates (or the Company or Bank agrees) that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control, then, subject to Section 6(g), the Bank shall (I) pay to Executive, within sixty (60) days following the date of termination, a lump sum cash payment (the “CIC Severance Payment”) equal to (i) two (2) times the sum of (x) Executive’s Base Salary immediately prior to termination of employment employment, plus (yii) two (2) times the amount of Executive’s Target Bonus for the fiscal year that includes Executive’s date of termination of employment, ; (II) pay to Executive the Executive’s Target Bonus pro-rated for the number of days which the Executive was employed by the Company or the Bank during the calendar year in which the Executive’s termination occurred following a Change in Control; (III) pay to Executive any accrued vacation pay due under the terms of the Bank’s vacation policy to the extent not theretofore paid; and (IIIV) pay to Executive on a monthly basis commencing with the first month following Executive’s termination of employment, and continuing until the eighteenth month following Executive’s termination of employment, the COBRA Payments (together with the CIC Severance Payment, the “CIC Severance Benefits”). 4. If such termination occurs upon or within twenty-four (24) months after a Change in Control, or Executive reasonably demonstrates (or the Company or Bank agrees) that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control, then, subject to Section 6(g), any unvested Long-Term Incentive Award of Executive will vest in accordance with the applicable grant or award agreement.

Termination by Sterling without Cause. (i) Sterling shall have the right to terminate Executive’s employment at any time during the Employment Period without Cause by giving notice to Executive as described in Section 6(f). For sake of clarity, neither termination of Executive’s employment pursuant to Section 6(e) nor upon or after expiration of the Employment Period shall constitute a termination without Cause for purposes of this Section 6. (ii) In the event that Sterling terminates Executive’s employment during the Employment Period without Cause: (A) The Bank shall pay or provide to Executive any Accrued Obligations; (B) If such termination occurs other than as provided in Section 6(a)(ii)(C) below, then, subject to Section 6(g), the Bank shall pay to Executive, (I) within sixty (60) days following the date of termination, a lump sum cash payment (the “Severance Payment”) in an amount equal to one (1) year of Executive’s Base Salary (in the amount in effect immediately prior to termination of employment) and the amount of Executive’s Target Bonus for the fiscal year that includes Executive’s date of termination of employment, and (II) eighteen (18) consecutive monthly cash payments (commencing with the first month following Executive’s termination of employment, and continuing until the eighteenth month following Executive’s termination of employment) each equal to the monthly COBRA premium in effect as of the date of Executive’s termination of employment for the level of coverage in effect for Executive under Sterling’s group health plan (the “COBRA Payments” and, together with the Severance Payment, the “Severance Benefits”); and (C) If such termination occurs upon or within twenty-four (24) months after a Change in Control, or Executive reasonably demonstrates (or the Company or Bank agrees) that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control, then, subject to Section 6(g), the Bank shall (I) pay to Executive, within sixty (60) days following the date of termination, a lump sum cash payment (the “CIC Severance Payment”) equal to two (2i) three (3) times the sum of (x) Executive’s Base Salary immediately prior to termination of employment employment, plus (yii) three (3) times the amount of Executive’s Target Bonus for the fiscal year that includes Executive’s date of termination of employment, ; (II) pay to Executive the Executive’s Target Bonus pro-rated for the number of days which the Executive was employed by the Company or the Bank during the calendar year in which the Executive’s termination occurred following a Change in Control; (III) pay to Executive any accrued vacation pay due under the terms of the Bank’s vacation policy to the extent not theretofore paid; and (IIIV) pay to Executive on a monthly basis commencing with the first month following Executive’s termination of employment, and continuing until the eighteenth month following Executive’s termination of employment, the COBRA Payments (together with the CIC Severance Payment, the “CIC Severance Benefits”). (D) If such termination occurs upon or within twenty-four (24) months after a Change in Control, or Executive reasonably demonstrates (or the Company or Bank agrees) that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control, then, subject to Section 6(g), any unvested Long-Term Incentive Award of Executive will vest in accordance with the applicable grant or award agreement.

Termination by Sterling without Cause. (i) Sterling shall have the right to terminate Executive’s employment at any time during the Employment Period without Cause by giving notice to Executive as described in Section 6(f). For sake of clarity, neither termination of Executive’s employment pursuant to Section 6(e) nor upon or after expiration of the Employment Period shall constitute a termination without Cause for purposes of this Section 6. (ii) In the event that Sterling terminates Executive’s employment during the Employment Period without Cause: (A) The Bank Sterling shall pay or provide to Executive any Accrued Obligations; (B) If such termination occurs other than as provided in Section 6(a)(ii)(C) below, then, subject Subject to Section 6(g), the Bank Sterling shall pay to Executive, (I) Executive within sixty (60) days following the date of termination, termination a lump sum cash payment (the “Severance Payment”) in an amount equal to one the product of (1i) year two (2) and (ii) the sum of Executive’s Base Salary (in the amount in effect immediately prior to termination of employment) employment and the amount of Executive’s Target Bonus for the fiscal year that includes during which Executive’s date of termination of employmentemployment occurs. Notwithstanding the foregoing, and a multiplier of three (II3) eighteen (18instead of two (2)) consecutive shall be used in the preceding clause (B)(i) if Executive’s termination of employment occurs upon or within twenty-four (24) months following a Change in Control; (C) Subject to Section 6(g), Sterling shall pay to Executive on a monthly cash payments (basis commencing with the first month following Executive’s termination of employment, employment and continuing until the eighteenth (18th) month following Executive’s termination of employmentemployment a cash payment (subject to reduction for applicable withholding taxes) each equal to the monthly COBRA premium in effect as of the date of Executive’s termination of employment for the level of coverage in effect for Executive under Sterling’s group health plan (the “COBRA Premium Payments” and, together with the Severance Payment, the “Severance Benefits”); and; (CD) If such termination occurs upon or within twenty-four (24) months after a Change in Control, or Executive reasonably demonstrates (or the Bank agrees) that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control, then, subject to Section 6(g) and except to the extent otherwise provided in the applicable award agreements or terms of the applicable plan(s), the Bank shall (I) pay to Executive, within sixty (60) days following the date of termination, a lump sum cash payment (the “CIC Severance Payment”) equal to two (2) times the sum of (x) Executive’s Base Salary immediately prior to termination of employment plus (y) the amount all of Executive’s Target Bonus for then outstanding stock options and other equity-based awards shall become fully vested (to the fiscal year that includes Executive’s date of extent not previously vested) on the sixtieth (60th) day after such termination of employment, and except that that in the case of any stock options or other equity based awards the scheduled vesting of which is, in whole or in part, contingent upon the achievement of one or more performance goals, such performance goals shall be deemed to be fully achieved (IIat “target,” to the extent applicable) pay to Executive on a monthly basis commencing with as of the first month following date of Executive’s termination of employment, employment and continuing until such option or other equity-based award shall vest on a pro rata basis on the eighteenth month following sixtieth (60th) day after termination of employment based on the number of days during the scheduled vesting period during which Executive was employed relative to the total number of days during the scheduled vesting period. It is understood and agreed that if Executive’s termination of employmentemployment occurs prior to a Change in Control or more than twenty-four (24) months after a Change in Control, Executive’s then outstanding stock options and other equity compensation awards covering the COBRA Payments Company’s common stock shall vest if and to the extent provided in the applicable award agreements and terms of the applicable plan(s). Any accelerated vesting that occurs pursuant to the terms of this clause (together with the CIC Severance Payment, D) is herein referred to as the “CIC Severance BenefitsAccelerated Equity Vesting.”).

Termination by Sterling without Cause. (i) Sterling shall have the right to terminate Executive’s employment at any time during the Employment Period without Cause by giving notice to Executive as described in Section 6(f). For sake of clarity, neither termination of Executive’s employment pursuant to Section 6(e) nor upon or after expiration of the Employment Period shall constitute a termination without Cause for purposes of this Section 6. (ii) In the event that Sterling terminates Executive’s employment during the Employment Period without Cause: (A) The Bank Sterling shall pay or provide to Executive any Accrued Obligations; (B) If such termination occurs other than as provided in Section 6(a)(ii)(C) below, then, subject to Section 6(g), the Bank Sterling shall pay to Executive, (I) within sixty (60) days following the date of termination, a lump sum cash payment (the “Severance Payment”) in an amount equal to one (1) year of Executive’s Base Salary (in the amount in effect immediately prior to termination of employment) and the amount of Executive’s Target Bonus for the fiscal year that includes Executive’s date of termination of employment, and (II) eighteen (18) consecutive monthly cash payments (commencing with the first month following Executive’s termination of employment, and continuing until the eighteenth month following Executive’s termination of employment) each equal to the monthly COBRA premium in effect as of the date of Executive’s termination of employment for the level of coverage in effect for Executive under Sterling’s group health plan (the “COBRA Payments” and, together with the Severance Payment, the “Severance Benefits”); and (C) If such termination occurs upon or within twenty-four (24) months after a Change in Control, or Executive reasonably demonstrates (or the Company or Bank agrees) that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control, then, subject to Section 6(g), the Bank shall (I) pay to Executive, within sixty (60) days following the date of termination, a lump sum cash payment (the “CIC Severance Payment”) equal to (i) two (2) times the sum of (x) Executive’s Base Salary immediately prior to termination of employment employment, plus (yii) two (2) times the amount of Executive’s Target Bonus for the fiscal year that includes Executive’s date of termination of employment, ; (II) pay to Executive the Executive’s Target Bonus pro-rated for the number of days which the Executive was employed by the Company or the Bank during the calendar year in which the Executive’s termination occurred following a Change in Control; (III) pay to Executive any accrued vacation pay due under the terms of the Bank’s vacation policy to the extent not theretofore paid; and (IIIV) pay to Executive on a monthly basis commencing with the first month following Executive’s termination of employment, and continuing until the eighteenth month following Executive’s termination of employment, the COBRA Payments (together with the CIC Severance Payment, the “CIC Severance Benefits”). (D) If such termination occurs upon or within twenty-four (24) months after a Change in Control, or Executive reasonably demonstrates (or the Company or Bank agrees) that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control, then, subject to Section 6(g), any unvested Long-Term Incentive Award of Executive will vest in accordance with the applicable grant or award agreement.

Termination by Sterling without Cause. (i) Sterling shall have the right to terminate Executive’s employment at any time during the Employment Period without Cause by giving notice to Executive as described in Section 6(f). For sake of clarity, neither termination of Executive’s employment pursuant to Section 6(e) nor upon or after expiration of the Employment Period shall constitute a termination without Cause for purposes of this Section 6. (ii) In the event that Sterling terminates Executive’s employment during the Employment Period without Cause: (A) The Bank shall pay or provide to Executive any Accrued Obligations; (B) If such termination occurs other than as provided in Section 6(a)(ii)(C) below, then, subject to Section 6(g), the Bank shall (I) pay to Executive, (I) within sixty (60) days following the date of termination, a lump sum cash payment (the “Severance Payment”) in an amount equal to one the sum of (1x) year of Executive’s Base Salary (in the amount in effect immediately prior to termination of employmentemployment plus (y) and the amount of Executive’s Target Bonus for the fiscal year that includes Executive’s date of termination of employment, and (II) eighteen (18) consecutive pay to Executive on a monthly cash payments (basis commencing with the first month following Executive’s termination of employment, and continuing until the eighteenth month following Executive’s termination of employment) each , a cash payment equal to the monthly COBRA premium in effect as of the date of Executive’s termination of employment for the level of coverage in effect for Executive under Sterling’s group health plan (the “COBRA Payments” and, together with the Severance Payment, the “Severance Benefits”); and (C) If such termination occurs upon or within twenty-four (24) months after a Change in Control, or Executive reasonably demonstrates (or the Bank agrees) that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control, then, subject to Section 6(g), the Bank shall (I) pay to Executive, within sixty (60) days following the date of termination, a lump sum cash payment (the “CIC Severance Payment”) equal to two (2) times the sum of (x) Executive’s Base Salary immediately prior to termination of employment plus (y) the amount of Executive’s Target Bonus for the fiscal year that includes Executive’s date of termination of employment, and (II) pay to Executive on a monthly basis commencing with the first month following Executive’s termination of employment, and continuing until the eighteenth month following Executive’s termination of employment, the COBRA Payments (together with the CIC Severance Payment, the “CIC Severance Benefits”).

Termination by Sterling without Cause. (i) Sterling shall have the right to terminate Executive’s 's employment at any time during the Employment Period without Cause by giving notice to Executive as described in Section 6(f). For sake of clarity, neither termination of Executive’s 's employment pursuant to Section 6(e) nor upon or after expiration of the Employment Period shall constitute a termination without Cause for purposes of this Section 6. (ii) In the event that Sterling terminates Executive’s 's employment during the Employment Period without Cause: (A) The Bank Sterling shall pay or provide to Executive any Accrued Obligations; (B) If such termination occurs other than as provided in Section 6(a)(ii)(C) below, then, subject Subject to Section 6(g), the Bank Sterling shall pay to Executive, (I) Executive within sixty (60) days following the date of termination, termination a lump sum cash payment (the “"Severance Payment”") in an amount equal to one the product of (1i) year two (2) and (ii) the sum of Executive’s 's Base Salary (in the amount in effect immediately prior to termination of employment) employment and the amount of Executive’s 's Target Bonus for the fiscal year that includes during which Executive's termination of employment occurs. Notwithstanding the foregoing, (i) a multiplier of three (3) (instead of two (2)) shall be used in the preceding clause (B)(i) if Executive's termination of employment occurs upon or within twenty-four (24) months following a Change in Control; and (i) Sterling shall pay to Executive the Executive’s date Target Bonus pro-rated for the number of days which the Executive was employed by the Company or the Bank during the calendar year in which the Executive’s termination of employmentoccurred following a Change in Control; (C) Subject to Section 6(g), and (II) eighteen (18) consecutive Sterling shall pay to Executive on a monthly cash payments (basis commencing with the first month following Executive’s 's termination of employment, employment and continuing until the eighteenth (18th) month following Executive’s 's termination of employmentemployment a cash payment (subject to reduction for applicable withholding taxes) each equal to the monthly COBRA premium in effect as of the date of Executive’s 's termination of employment for the level of coverage in effect for Executive under Sterling’s 's group health plan (the “"COBRA Premium Payments” and, together with the Severance Payment, the “Severance Benefits”"); and; (CD) If such termination occurs upon or within twenty-four (24) months after a Change in Control, or Executive reasonably demonstrates (or the Bank agrees) that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control, then, subject to Section 6(g) and except to the extent otherwise provided in the applicable award agreements or terms of the applicable plan(s), the Bank shall (I) pay to Executive, within sixty (60) days following the date of termination, a lump sum cash payment (the “CIC Severance Payment”) equal to two (2) times the sum of (x) Executive’s Base Salary immediately prior to termination of employment plus (y) the amount all of Executive’s Target Bonus for 's then outstanding stock options and other equity-based awards shall become fully vested (to the fiscal year that includes Executive’s date of extent not previously vested) on the sixtieth (60th) day after such termination of employment, except that in the case of any stock options or other equity-based awards the scheduled vesting of which is, in whole or in part, contingent upon the achievement of one or more performance goals, such performance goals shall be deemed to be fully achieved (at "target," to the extent applicable) as of the date of Executive's termination of employment and (II) pay to Executive such option or other equity-based award shall vest on a monthly pro rata basis commencing with on the first month following Executive’s sixtieth (60th) day after termination of employment, employment based on the number of days during the scheduled vesting period during which Executive was employed relative to the total number of days during the scheduled vesting period. It is understood and continuing until the eighteenth month following agreed that if Executive’s 's termination of employmentemployment occurs prior to a Change in Control or more than twenty-four (24) months after a Change in Control, Executive's then outstanding stock options and other equity compensation awards covering the COBRA Payments Company's common stock shall vest if and to the extent provided in the applicable award agreements and terms of the applicable plan(s). Any accelerated vesting that occurs pursuant to the terms of this clause (together with D) is herein referred to as the CIC Severance Payment, the “CIC Severance Benefits”)"Accelerated Equity Vesting."

Termination by Sterling without Cause. (i) Sterling shall have the right to terminate Executive’s 's employment at any time during the Employment Period without Cause by giving notice to Executive as described in Section 6(f). For sake of clarity, neither termination of Executive’s 's employment pursuant to Section 6(e) nor upon or after expiration of the Employment Period shall constitute a termination without Cause for purposes of this Section 6. (ii) In the event that Sterling terminates Executive’s 's employment during the Employment Period without Cause: (A) The Bank shall pay or provide to Executive any Accrued Obligations; (B) If such termination occurs other than as provided in Section 6(a)(ii)(C) below, then, subject to Section 6(g), the Bank shall pay to Executive, (I) within sixty (60) days following the date of termination, a lump sum cash payment (the “"Severance Payment”") in an amount equal to one (1) year of Executive’s 's Base Salary (in the amount in effect immediately prior to termination of employment) and the amount of Executive’s 's Target Bonus for the fiscal year that includes Executive’s 's date of termination of employment, and (II) eighteen (18) consecutive monthly cash payments (commencing with the first month following Executive’s 's termination of employment, and continuing until the eighteenth month following Executive’s 's termination of employment) each equal to the monthly COBRA premium in effect as of the date of Executive’s 's termination of employment for the level of coverage in effect for Executive under Sterling’s 's group health plan (the “"COBRA Payments” " and, together with the Severance Payment, the “"Severance Benefits”"); and (C) If such termination occurs upon or within twenty-four (24) months after a Change in Control, or Executive reasonably demonstrates (or the Bank agrees) that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control, then, subject to Section 6(g), the Bank shall (I) pay to Executive, within sixty (60) days following the date of termination, a lump sum cash payment (the “"CIC Severance Payment”") equal to two (2) times the sum of (x) Executive’s 's Base Salary immediately prior to termination of employment plus (y2) times the amount of Executive’s 's Target Bonus for the fiscal year that includes Executive’s 's date of termination of employment, and (II) pay to Executive on a monthly basis commencing with the first month following Executive’s 's termination of employment, and continuing until the eighteenth month following Executive’s 's termination of employment, the COBRA Payments (together with the CIC Severance Payment, the “"CIC Severance Benefits”").