Common use of Termination Due to Change in Control Clause in Contracts

Termination Due to Change in Control. In the event that this Agreement and the Employee’s employment are terminated by the Employer within three (3) months of a Change in Control or the Employee terminates his employment for Good Reason within three (3) months of a Change in Control, the Employee shall be entitled to payments in lieu of notice of termination equal to the payments set out and provided in Section 5.5 below, together with all legal and professional fees and expenses incurred by the Employee as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit): (a) an amount in lieu of any entitlement to annual incentive for the calendar year in which the Employee is terminated equivalent to the average amount of annual incentive paid to the Employee respecting the previous two calendar years pro-rated from the beginning of the calendar year in which the Employee is terminated to the date of written notice of termination; (b) an amount equivalent to twenty four (24) months Annual Salary and twenty four (24) months incentive under the terms of the short term incentive plan in place at the time of termination, which incentive will be based on the average incentive earned in the previous two calendar years; (c) an amount equivalent to the sum of all Registered Pension Plan, supplemental pension plan contributions and all other benefit contributions and premiums ordinarily paid by the Employer for insured benefits for the Employee, which would, but for the termination, have been paid by the Employer for the benefit of the Employee during the twenty four (24) months immediately following the date of termination of this Agreement. At the Employee’s option, rather than payment of an amount equivalent to pension contributions, the Employer shall add an additional twenty four (24) months to the Employee’s age and an additional twenty four (24) months to the Employee’s service for the purpose of calculating the value of the Employee’s pension benefit upon termination; and (d) an amount in respect of outplacement counselling up to ten (10) percent of the Employee’s Annual Salary to be paid directly to an outplacement counselling agency as chosen by the Employer. The parties acknowledge and agree that these amounts are payable as damages and not a penalty. Subject to any required regulatory or shareholder approval, any stock units held by the Employee at the date of termination shall be exercisable in accordance with the terms of the Restricted Stock Unit Plan in force as of the date of termination of this Agreement. This Section 5.5 shall apply instead of and not in addition to Section 5.4 of this Agreement, and this Section 5.5 shall not apply and the Employee shall not be entitled to any payments as set out in this Section 5.5 where the Employee resigns, retires (whether or not the retirement is at the Employer’s direction in accordance with the Employer’s retirement policy that may be in place at the time of retirement) or is terminated pursuant to Section 5.2 or 5.3 of this Agreement, except where specific provisions are in place in the Restricted Stock Unit Plan.

Termination Due to Change in Control. In Notwithstanding Section 6(b) to the event that Contrary, where Executive’s employment under this Agreement and the Employee’s employment are is terminated by the Employer within three (3) months of a Change in Control Company without Cause or by the Employee terminates his employment Executive for Good Reason within three twelve (312) months of after a Change in Control, then Executive shall receive the Employee Accrued Obligations and, additionally, subject to Executive’s compliance with the requirements set forth in Sections 7 through 9 of this Agreement and Executive’s execution, delivery, and non-revocation of an effective release of claims against the Company and certain related persons and entities in substantially the form attached hereto as Exhibit C (the “Release”), which Release shall be delivered to Executive within five (5) business days following the Termination Date and which must be executed (and not revoked) by Executive within the time specified in the Release (the “Release Period”), Executive will be entitled to payments the following Change in Control severance benefits in lieu of notice (and not in addition to) the amounts otherwise payable to Executive under Section 6(b): (i) A cash severance payment, payable on that day which is sixty (60) days after Executive’s termination of termination employment, equal to the payments set out sum of: (1) One hundred and provided fifty percent (150%) of Executive’s Base Salary in effect at termination of employment for a period of (12) months; plus (2) One hundred and fifty percent (150%) of the average Bonuses paid to Executive under Section 4(b) of this Agreement for the three (3) calendar years immediately preceding termination of employment (excluding all incentive compensation paid to Executive prior to the Effective Date and excluding the Cash Bonus Adjustment in Section 5.5 below5(d)(ii)). If the foregoing three (3) calendar year period includes any year prior to the Effective Date, together with all legal and professional fees and expenses incurred by then for averaging purposes, the Employee as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing “Bonus” to be used for any such termination or in seeking to obtain or enforce any right or benefit): (a) an amount in lieu of any entitlement to annual incentive for the calendar year in which the Employee is terminated equivalent to the average amount of annual incentive paid to the Employee respecting the previous two calendar years pro-rated from the beginning of the calendar year in which the Employee is terminated to the date of written notice of termination; (b) an amount equivalent to twenty four (24) months Annual Salary and twenty four (24) months incentive under the terms of the short term incentive plan in place at the time of termination, which incentive will shall be based on Executive’s Bonus target opportunity in effect as of the average incentive earned in the previous two calendar years;Effective Date. (cii) an amount equivalent Any stock option grants awarded to the sum of all Registered Pension Plan, supplemental pension plan contributions and all other benefit contributions and premiums ordinarily paid by the Employer for insured benefits for the Employee, which would, but for the termination, have been paid by the Employer for the benefit of the Employee during the twenty four (24) months immediately following the date of termination of this Agreement. At the Employee’s option, rather than payment of an amount equivalent to pension contributions, the Employer shall add an additional twenty four (24) months to the Employee’s age and an additional twenty four (24) months to the Employee’s service for the purpose of calculating the value of the Employee’s pension benefit upon termination; and (d) an amount in respect of outplacement counselling up to ten (10) percent of the Employee’s Annual Salary to be paid directly to an outplacement counselling agency as chosen by the Employer. The parties acknowledge and agree Executive that these amounts are payable as damages and not a penalty. Subject to any required regulatory or shareholder approval, any stock units held by the Employee at the date of termination shall be exercisable in accordance with the terms of the Restricted Stock Unit Plan in force remain outstanding as of the date of termination of this Agreement. This Section 5.5 shall apply instead of and immediately vest, if not in addition to Section 5.4 of this Agreementpreviously vested, and this Section 5.5 shall remain exercisable for the remainder of the original term but not apply later than the 7th anniversary of the original date of grant. (iii) Executive will be made vested in all of Executive’s then-existing unvested Performance Based Share awards, with vesting to be determined based on “target” levels (i.e., at 100%). Such vested awards shall be settled as provided in the underlying Performance Based Share award agreements. (iv) If Executive timely and the Employee shall not be entitled to any payments as set out in this Section 5.5 where the Employee resigns, retires (whether or not the retirement is at the Employer’s direction in accordance with the Employer’s retirement policy that may be in place at the time of retirement) or is terminated properly elects continuation health care coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay the COBRA premium required for Executive and Executive’s dependents (if any) under the Company’s group medical and dental plans for a period of up to twelve (12) months following the Executive’s termination of employment (or until such earlier time as Executive ceases to be eligible for COBRA coverage) (the “COBRA Premium”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premium without a substantial risk of violating applicable law (including, without limitation, Section 5.2 or 5.3 2716 of this Agreementthe Public Health Service Act), except where specific provisions are in place in the Restricted Stock Unit PlanCompany instead shall pay Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA Premiums for that month, subject to applicable tax withholdings.

Termination Due to Change in Control. In the event that this Agreement and the EmployeeIf Executive’s employment are is terminated by the Employer without Cause or if Executive resigns for Good Reason, in either case within three (3) months of one year after a Change in Control or shall have occurred, (i) Executive shall receive any unpaid Base Salary through the Employee terminates his date of termination within 30 days after the date of termination, (ii) the amount set forth in Section 4(c)(ii) shall be paid to Executive as provided therein, (iii) Executive shall be paid in a lump sum no later than the 30th day after the date of such termination, net of employment for Good Reason within and income tax withholding, an amount equal to two times the sum of (A) (x) the Base Salary in effect on the date of termination or, (y) if greater, the highest base salary in effect in the three (3) months of a immediately prior to the Change in Control, plus (B) the Employee shall be entitled to payments in lieu of notice of termination equal to the payments set out and provided in Section 5.5 belowhighest annual bonus paid or payable, together with all legal and professional fees and expenses incurred including by the Employee as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit): (a) an amount in lieu reason of any entitlement to annual incentive deferral, for the calendar two years immediately preceding the year in which Executive’s employment terminates, subject to compliance with Section 9(i) of this Agreement regarding the Employee is terminated equivalent to requirements of Section 409A and Executive’s continuing compliance with the average amount of annual incentive paid to the Employee respecting the previous two calendar years pro-rated from the beginning of the calendar year in which the Employee is terminated to the date of written notice of termination; (b) an amount equivalent to twenty four (24) months Annual Salary and twenty four (24) months incentive covenants under the terms of the short term incentive plan in place at the time of termination, which incentive will be based on the average incentive earned in the previous two calendar years; (c) an amount equivalent to the sum of all Registered Pension Plan, supplemental pension plan contributions and all other benefit contributions and premiums ordinarily paid by the Employer for insured benefits for the Employee, which would, but for the termination, have been paid by the Employer for the benefit of the Employee during the twenty four (24) months immediately following the date of termination Section 5 of this Agreement. At Notwithstanding the Employee’s optionforegoing, rather than payment of an amount equivalent to pension contributions, the Employer shall add an additional twenty four (24) months to the Employee’s age and an additional twenty four (24) months to the Employee’s service for the purpose of calculating the value of the Employee’s pension benefit upon termination; and (d) an amount in respect of outplacement counselling up to ten (10) percent of the Employee’s Annual Salary to be paid directly to an outplacement counselling agency as chosen by the Employer. The parties acknowledge and agree that these amounts are payable as damages and not a penalty. Subject to any required regulatory or shareholder approval, any stock units held by the Employee at the date of termination shall be exercisable in accordance with the terms of the Restricted Stock Unit Plan in force as of the date of termination of this Agreement. This Section 5.5 shall apply instead of and not in addition to Section 5.4 of this Agreement, and this Section 5.5 shall not apply and the Employee Executive shall not be entitled to any payments as set out in further payment under this Section 5.5 where 4(g) in the Employee resignsevent the Employer determines that Executive has breached any of the covenants set forth in Section 5 and files an action to enforce the covenants or gives Executive notice that a claim is being initiated under Section 6. Further, retires (whether or not in such a proceeding, the retirement is at Employer shall seek, and Executive shall be liable to return to the Employer’s direction in accordance with , any payments made to Executive under this Section 4 dating back to the Employer’s retirement policy that may be in place at date of the time original breach. As a condition precedent to the entitlement or receipt of retirement) any payments or is terminated pursuant to vesting under this Section 5.2 or 5.3 4(g), Executive must sign the Release, and the Release must become effective within 30 days after the date of this Agreement, except where specific provisions are in place in the Restricted Stock Unit Plantermination.

Termination Due to Change in Control. In (I) The Term and Executive's employment hereunder may be terminated by Executive upon a Change in Control (as defined below) of the Company. For purposes of this Agreement, "Change in Control" shall occur in the event that this Agreement and the Employee’s employment are terminated by the Employer within that, ----------------- during any period of three (3) consecutive months commencing after the date of this Agreement, a majority of the Board is not comprised of any combination of (A) Board members as of the date of the Agreement (collectively, the "Initial Board"); (B) individuals recommended by a majority of the Initial Board to succeed members of the Initial Board; and (C) individuals added to the Initial Board by decision of a Change in Control or majority of the Employee terminates his Initial Board. (II) If the Term and Executive's employment for Good Reason within three (3) months of is terminated by Executive due to a Change in Control, the Employee Executive shall be entitled only to payments receive: (A) the Accrued Rights; (B) the maximum amount that can be paid to Executive without any portion thereof constituting an "excess parachute payment" as defined in lieu 280G(b)(1) of notice the Internal Revenue Code of 1986, as amended (the "Code") or any successor section of the Code. Such payment shall be made to Executive in one lump sum on or before the Company's next regular payroll date immediately following Executive's date of termination equal due to a Change in Control, or as soon thereafter as is consistent with the payments set out Annual Incentive Plan and/or Long Term Incentive Plan, as applicable. The computation of such payment shall be made, at the sole cost and expense of the Company, by the independent auditors then retained by the Company, or if such auditors notify the Company that they are unwilling to perform such computation, then by any nationally or regionally recognized independent public accounting firm selected by Executive. The computation provided in Section 5.5 below, together by such auditors shall be final and binding on the Company and Executive. The Company and Executive shall provide such auditors with all legal documents and professional fees and expenses incurred by other information that the Employee as a result of auditors may reasonably request concerning such termination calculation; (including all C) such fees and expensesExecutive Benefits, if any, incurred in contesting or disputing any such termination or in seeking pursuant to obtain or enforce any right or benefit): Paragraph 4 herein as to which Executive may be entitled for a period of three years immediately following Executive's date of termination; (aD) an amount in lieu notwithstanding Paragraph 9(c)(ii)(C) above, payment of any entitlement to annual incentive premiums by the Company for the calendar year in which the Employee is terminated health, disability and life insurance coverage equivalent to the average amount of annual incentive paid that provided to Executive pursuant to the Employee respecting Company's benefit plans through the previous two calendar years pro-rated from the beginning end of the calendar year Term or Executive's 65th birthday, whichever period is longer. After such period, Executive may elect continuation of health coverage under COBRA, as eligible; (E) payment of substitute lease payments equal to what was paid for Executive's Company-owned or Company-leased vehicle for a period of three years after Executive's termination date; (F) Directors and Officers liability insurance coverage in which a total coverage amount determined by the Employee is terminated Board to be reasonable for a period of two years after Executive's termination date; and (G) all non-vested shares of Company stock or other non-vested option or equity grants to Executive pursuant to the LTIP shall vest on the date of written notice of termination; (b) an amount equivalent to twenty four (24) months Annual Salary and twenty four (24) months incentive under the terms of the short term incentive plan in place at the time of termination, which incentive will be based on the average incentive earned in the previous two calendar years; (c) an amount equivalent to the sum of all Registered Pension Plan, supplemental pension plan contributions and all other benefit contributions and premiums ordinarily paid by the Employer for insured benefits for the Employee, which would, but for the termination, have been paid by the Employer for the benefit of the Employee during the twenty four (24) months immediately following the date of termination of this Agreement. At the Employee’s option, rather than payment of an amount equivalent to pension contributions, the Employer shall add an additional twenty four (24) months to the Employee’s age and an additional twenty four (24) months to the Employee’s service for the purpose of calculating the value of the Employee’s pension benefit upon termination; and (d) an amount in respect of outplacement counselling up to ten (10) percent of the Employee’s Annual Salary to be paid directly to an outplacement counselling agency as chosen by the Employer. The parties acknowledge and agree that these amounts are payable as damages and not a penalty. Subject to any required regulatory or shareholder approval, any stock units held by the Employee at the date of termination shall be exercisable in accordance with the terms of the Restricted Stock Unit Plan in force as of the date of termination of this Agreement. This Section 5.5 shall apply instead of and not in addition to Section 5.4 of this Agreement, and this Section 5.5 shall not apply and the Employee shall not be entitled to any payments as set out in this Section 5.5 where the Employee resigns, retires (whether or not the retirement is at the Employer’s direction in accordance with the Employer’s retirement policy that may be in place at the time of retirement) or is terminated pursuant to Section 5.2 or 5.3 of this Agreement, except where specific provisions are in place in the Restricted Stock Unit Plan.D.

Termination Due to Change in Control. In the event that this Agreement and the EmployeeIf Executive’s employment are is terminated by the Employer without Cause within three (3) months one year after a Change of Control shall have occurred or if she resigns for Good Reason within one year after a Change in Control shall have occurred, Executive shall receive any unpaid Base Salary through the date of termination within 30 days after the date of termination, and, in lieu of the payments made to Executive under Section 4(c), the Bank shall pay to Executive, as compensation for services rendered, the following benefits (subject to any applicable payroll or other taxes required to be withheld): (i) For the Employee terminates his lesser of (x) 24 months or (y) the number of full or partial months Executive has been employed with the Bank and any predecessor or successor (such applicable number of months, the “Severance Period”), following Executive’s termination of employment for Good Reason within the Bank shall continue to pay Executive’s Base Salary in effect on the date of termination or, if greater, Executive’s highest base salary in effect in the three (3) months of a immediately prior to the Change in Control, such payments to be made on the Employee shall be entitled same periodic dates as salary payments would have been made to payments in lieu Executive had Executive’s employment not been terminated, subject to compliance with Section 9(i) of notice this Agreement regarding the requirements of termination equal to Section 409A. (ii) Executive will receive the payments set out and provided in Section 5.5 below, together with all legal and professional fees and expenses incurred by the Employee as a result of such termination (including all such fees and expensesannual bonus, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit): (a) an amount in lieu of any entitlement to annual incentive that she would have received for the calendar year prior to the year in which the Employee is terminated equivalent Executive’s employment terminates, had Executive remained employed but subject to the average amount attainment of annual incentive performance criteria for such bonus, if such bonus was not yet paid to the Employee respecting the previous two calendar years pro-rated from the beginning of the calendar year in which the Employee is terminated to on the date of written notice Executive’s termination of termination;employment. (biii) Executive will receive a welfare continuance benefit in an amount equivalent equal to twenty four the product of (24x) 18, or, if fewer, the number of months Annual Salary in the Severance Period, times (y) the excess of the monthly premium that would apply as of Executive’s date of termination for continued health, dental and twenty four vision plan coverage for Executive and her “qualified beneficiaries” (24as defined in Section 4980B of the Code) months incentive over the monthly amount that Executive paid for such coverage immediately before termination. Such payment will be made only for individuals (including Executive) who are covered under such plan or plans immediately prior to Executive’s termination, but without regard to whether an election for coverage under the terms Consolidated Omnibus Budget Reconciliation Act of 1985 is made. Such payment will be made in a lump sum on the short term incentive plan in place at the time 30th day after Executive’s date of termination, which incentive will be based on net of employment and income tax withholding. Notwithstanding the average incentive earned in the previous two calendar years; (c) an amount equivalent to the sum of all Registered Pension Planforegoing, supplemental pension plan contributions and all other benefit contributions and premiums ordinarily paid by the Employer for insured benefits for the Employee, which would, but for the termination, have been paid by the Employer for the benefit of the Employee during the twenty four (24) months immediately following the date of termination of this Agreement. At the Employee’s option, rather than payment of an amount equivalent to pension contributions, the Employer shall add an additional twenty four (24) months to the Employee’s age and an additional twenty four (24) months to the Employee’s service for the purpose of calculating the value of the Employee’s pension benefit upon termination; and (d) an amount in respect of outplacement counselling up to ten (10) percent of the Employee’s Annual Salary to be paid directly to an outplacement counselling agency as chosen by the Employer. The parties acknowledge and agree that these amounts are payable as damages and not a penalty. Subject to any required regulatory or shareholder approval, any stock units held by the Employee at the date of termination shall be exercisable in accordance with the terms of the Restricted Stock Unit Plan in force as of the date of termination of this Agreement. This Section 5.5 shall apply instead of and not in addition to Section 5.4 of this Agreement, and this Section 5.5 shall not apply and the Employee Executive shall not be entitled to any payments as set out in further payment under this Section 5.5 where 4(g) of this Agreement in the Employee resigns, retires (whether event the Bank determines that Executive has breached any of the covenants set forth in Section 5 of this Agreement and files an action to enforce the covenants or not the retirement gives Executive notice that a claim is at the Employer’s direction in accordance with the Employer’s retirement policy that may be in place at the time of retirement) or is terminated pursuant to being initiated under Section 5.2 or 5.3 6 of this Agreement. Further, except where specific provisions are in place such a proceeding, the Bank shall seek, and Executive shall be liable to return to the Bank, any payments made to Executive under this Section 4 dating back to the date of the original breach. As a condition precedent to the entitlement or receipt of any payments under this Section 4(g), Executive must execute a release and waiver of claims in favor of the Restricted Stock Unit PlanBank, any business entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Bank (each, an “Affiliate”), and their respective officers and directors in a form provided by the Bank no later than the date of termination and such release has become effective within 30 days after the date of termination (the “Release”).

Termination Due to Change in Control. In the event that this Agreement and the Employee’s employment are terminated by the Employer If, within three two (32) months of a Change in Control or the Employee terminates his employment for Good Reason within three (3) months of years after a Change in Control, the Employee shall be entitled to payments your employment is terminated by LSG or its successor without Cause or you resign for Good Reason, then, in lieu of notice of termination the severance payment set forth above, LSG will pay you an amount equal to two times (2x) your annual Base Salary, which amount will be paid to you in substantially equal installments during the twenty-four (24) month period following such termination in accordance with LSG’s payroll practices, provided that the payments set out due within the first fifty-two (52) days after termination will be accrued and provided paid on the first payroll date on or after the fifty-second (52nd) day following your termination. The severance payment will be conditional upon your first executing and returning within 45 days immediately (or such shorter period as LSG may prescribe) after your termination (and not revoking) the Waiver and Release. The “Change in Section 5.5 belowControl Severance Period” means the 24-month period following termination by LSG without Cause or your resignation for Good Reason, together with all legal in either case within two years after a Change in Control. If a Change in Control occurs, and professional fees the consideration received by LSG stockholders in such Change in Control is at least $4.50 per share of common stock, and expenses incurred a determination is made by legislation, regulation, or ruling directed to LSG or you, or court decision, that the Employee aggregate amount of any payment made to you hereunder, or pursuant to any plan, program, or policy of LSG in connection with, on account of, or as a result of such termination Change in Control constitutes “excess parachute payments” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (including all the “Code”), subject to the excise tax provisions of Code Section 4999, or any successor sections thereof, you shall be entitled to receive from LSG, in addition to any other amounts payable hereunder, a lump-sum payment equal to 100% of such fees and expensesexcise tax (the amount of such excise tax determined without regard to the payment contemplated in this paragraph). Such amount shall be payable to you as soon as practicable after such final determination is made, if any, incurred in contesting or disputing any provided that such termination or in seeking to obtain or enforce any right or benefit): (a) an amount in lieu payment will be made not later than the end of any entitlement to annual incentive for your taxable year next following the calendar taxable year in which you remit the Employee is terminated equivalent to the average amount of annual incentive paid to the Employee respecting the previous two calendar years pro-rated from the beginning of the calendar year in which the Employee is terminated to the date of written notice of termination; (b) an amount equivalent to twenty four (24) months Annual Salary excise tax. LSG and twenty four (24) months incentive under the terms of the short term incentive plan in place at the time of termination, which incentive will be based on the average incentive earned in the previous two calendar years; (c) an amount equivalent to the sum of all Registered Pension Plan, supplemental pension plan contributions you shall mutually and all other benefit contributions and premiums ordinarily paid by the Employer for insured benefits for the Employee, which would, but for the termination, have been paid by the Employer for the benefit of the Employee during the twenty four (24) months immediately following the date of termination of this Agreement. At the Employee’s option, rather than payment of an amount equivalent to pension contributions, the Employer shall add an additional twenty four (24) months to the Employee’s age and an additional twenty four (24) months to the Employee’s service for the purpose of calculating the value of the Employee’s pension benefit upon termination; and (d) an amount in respect of outplacement counselling up to ten (10) percent of the Employee’s Annual Salary to be paid directly to an outplacement counselling agency as chosen by the Employer. The parties acknowledge and agree that these amounts are payable as damages and not a penalty. Subject to any required regulatory or shareholder approval, any stock units held by the Employee at the date of termination shall be exercisable in accordance with the terms of the Restricted Stock Unit Plan in force as of the date of termination of this Agreement. This Section 5.5 shall apply instead of and not in addition to Section 5.4 of this Agreement, and this Section 5.5 shall not apply and the Employee shall not be entitled to any payments as set out in this Section 5.5 where the Employee resigns, retires (reasonably determine whether or not the retirement is at the Employer’s direction in accordance with the Employer’s retirement policy that may such determination has occurred and whether any appeal to such determination should be in place at the time of retirement) or is terminated pursuant to Section 5.2 or 5.3 of this Agreement, except where specific provisions are in place in the Restricted Stock Unit Planmade.

Termination Due to Change in Control. In (I) The Term and Executive's employment hereunder may be terminated by Executive upon a Change in Control (as defined below) of the Company. For purposes of this Agreement, "Change in Control" shall occur in the event that this Agreement and the Employee’s employment are terminated by the Employer within that, ----------------- during any period of three (3) consecutive months commencing after the date of this Agreement, a majority of the Board is not comprised of any combination of (A) Board members as of the date of the Agreement (collectively, the "Initial Board"); (B) individuals recommended by a majority of the Initial Board to succeed members of the Initial Board; and (C) individuals added to the Initial Board by decision of a Change in Control or majority of the Employee terminates his Initial Board. (II) If the Term and Executive's employment for Good Reason within three (3) months of is terminated by Executive due to a Change in Control, the Employee Executive shall be entitled only to payments receive: (A) the Accrued Rights; (B) the maximum amount that can be paid to Executive, without any portion thereof constituting an "excess parachute payment" as defined in lieu 280G(b)(1) of notice the Internal Revenue Code of 1986, as amended (the "Code") or any successor section of the Code. Such payment shall be made to Executive in one lump sum on or before the Company's next regular payroll date immediately following Executive's date of termination equal due to a Change in Control, or as soon thereafter as is consistent with the payments set out Annual Incentive Plan and/or Long Term Incentive Plan, as applicable. The computation of such payment shall be made, at the sole cost and expense of the Company, by the independent auditors then retained by the Company, or if such auditors notify the Company that they are unwilling to perform such computation, then by any nationally or regionally recognized independent public accounting firm selected by Executive. The computation provided in Section 5.5 below, together by such auditors shall be final and binding on the Company and Executive. The Company and Executive shall provide such auditors with all legal documents and professional fees and expenses incurred by other information that the Employee as a result of auditors may reasonably request concerning such termination calculation; (including all C) such fees and expensesExecutive Benefits, if any, incurred in contesting or disputing any such termination or in seeking pursuant to obtain or enforce any right or benefit): Paragraph 4 herein as to which Executive may be entitled for a period of two years immediately following Executive's date of termination; (aD) an amount in lieu notwithstanding Paragraph 9(c)(ii)(C) above, payment of any entitlement to annual incentive premiums by the Company for the calendar year in which the Employee is terminated health, disability and life insurance coverage equivalent to the average amount of annual incentive paid that provided to Executive pursuant to the Employee respecting Company's benefit plans through the previous two calendar years pro-rated from the beginning end of the calendar year Term or Executive's 65th birthday, whichever period is longer. After such period, Executive may elect continuation of health coverage under COBRA, as eligible; (E) payment of substitute lease payments equal to what was paid for Executive's Company-owned or Company-leased vehicle for a period of two years after Executive's termination date; (F) Directors and Officers liability insurance coverage in which a total coverage amount determined by the Employee is terminated Board to be reasonable for a period of two years after Executive's termination date; and (G) all non-vested shares of Company stock or other non-vested option or equity grants to Executive pursuant to the LTIP shall vest on the date of written notice of termination; (b) an amount equivalent to twenty four (24) months Annual Salary and twenty four (24) months incentive under the terms of the short term incentive plan in place at the time of termination, which incentive will be based on the average incentive earned in the previous two calendar years; (c) an amount equivalent to the sum of all Registered Pension Plan, supplemental pension plan contributions and all other benefit contributions and premiums ordinarily paid by the Employer for insured benefits for the Employee, which would, but for the termination, have been paid by the Employer for the benefit of the Employee during the twenty four (24) months immediately following the date of termination of this Agreement. At the Employee’s option, rather than payment of an amount equivalent to pension contributions, the Employer shall add an additional twenty four (24) months to the Employee’s age and an additional twenty four (24) months to the Employee’s service for the purpose of calculating the value of the Employee’s pension benefit upon termination; and (d) an amount in respect of outplacement counselling up to ten (10) percent of the Employee’s Annual Salary to be paid directly to an outplacement counselling agency as chosen by the Employer. The parties acknowledge and agree that these amounts are payable as damages and not a penalty. Subject to any required regulatory or shareholder approval, any stock units held by the Employee at the date of termination shall be exercisable in accordance with the terms of the Restricted Stock Unit Plan in force as of the date of termination of this Agreement. This Section 5.5 shall apply instead of and not in addition to Section 5.4 of this Agreement, and this Section 5.5 shall not apply and the Employee shall not be entitled to any payments as set out in this Section 5.5 where the Employee resigns, retires (whether or not the retirement is at the Employer’s direction in accordance with the Employer’s retirement policy that may be in place at the time of retirement) or is terminated pursuant to Section 5.2 or 5.3 of this Agreement, except where specific provisions are in place in the Restricted Stock Unit Plan.D.

Termination Due to Change in Control. In the event that this Agreement and the EmployeeIf Executive’s employment are terminated by the Employer is Terminated Without Cause within three (3) months one year after a Change of Control shall have occurred or if he resigns for Good Reason within one year after a Change in Control shall have occurred, then, in addition to the payments made to Executive under Section 5(a), the Bank or the Employee terminates his Company shall pay to Executive as compensation for services rendered a cash amount (subject to any applicable payroll or other taxes required to be withheld), equal to one times Executive’s Base Salary in effect as of the Date of Termination, such payments to be made on the same periodic dates as salary payments would have been made to Executive had Executive’s employment not been Terminated, subject to compliance with Section 10(i) of this Agreement regarding the requirements of Section 409A and Executive’s continuing compliance with the covenants under Section 6 of this Agreement; provided, however, that if a Termination described in this Section 5(f) occurs after Executive has rendered more than one year of services to the Bank or the Company under this Agreement, and for Good Reason within three every additional year of service thereafter, an additional one-half (31/2) months of Executive’s then Base Salary shall be paid to Executive as provided herein, subject to a Change maximum total payment of two years’ Base Salary. For the avoidance of doubt, in Control, the Employee no circumstance shall Executive be entitled to payments in lieu of notice of termination equal to the payments set out and provided in under this Section 5.5 below, together with all legal and professional fees and expenses incurred by the Employee as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit): (a5(f) for an amount in lieu of any entitlement to annual incentive for exceeding two years’ Base Salary. Notwithstanding the calendar year in which the Employee is terminated equivalent to the average amount of annual incentive paid to the Employee respecting the previous two calendar years pro-rated from the beginning of the calendar year in which the Employee is terminated to the date of written notice of termination; (b) an amount equivalent to twenty four (24) months Annual Salary and twenty four (24) months incentive under the terms of the short term incentive plan in place at the time of terminationforegoing, which incentive will be based on the average incentive earned in the previous two calendar years; (c) an amount equivalent to the sum of all Registered Pension Plan, supplemental pension plan contributions and all other benefit contributions and premiums ordinarily paid by the Employer for insured benefits for the Employee, which would, but for the termination, have been paid by the Employer for the benefit of the Employee during the twenty four (24) months immediately following the date of termination of this Agreement. At the Employee’s option, rather than payment of an amount equivalent to pension contributions, the Employer shall add an additional twenty four (24) months to the Employee’s age and an additional twenty four (24) months to the Employee’s service for the purpose of calculating the value of the Employee’s pension benefit upon termination; and (d) an amount in respect of outplacement counselling up to ten (10) percent of the Employee’s Annual Salary to be paid directly to an outplacement counselling agency as chosen by the Employer. The parties acknowledge and agree that these amounts are payable as damages and not a penalty. Subject to any required regulatory or shareholder approval, any stock units held by the Employee at the date of termination shall be exercisable in accordance with the terms of the Restricted Stock Unit Plan in force as of the date of termination of this Agreement. This Section 5.5 shall apply instead of and not in addition to Section 5.4 of this Agreement, and this Section 5.5 shall not apply and the Employee Executive shall not be entitled to any payments as set out in further payment under this Section 5.5 where 5(f) of this Agreement in the Employee resigns, retires (whether event the Company and the Bank determine that Executive has breached any of the covenants set forth in Section 6 of this Agreement and files an action to enforce the covenants or not the retirement gives Executive a notice that a claim is at the Employer’s direction in accordance with the Employer’s retirement policy that may be in place at the time of retirement) or is terminated pursuant to being initiated under Section 5.2 or 5.3 7 of this Agreement. Further, except where specific provisions are in place such a proceeding, the Company and/or Bank shall seek, and Executive shall be liable to return to the Company and/or the Bank, any payments made to Executive under this Section 5 dating back to the date of the original breach. Executive must also execute a Release as provided in Section 5(e) as a condition precedent to the Restricted Stock Unit Planentitlement to or receipt of any payments made under this Section 5(f).

Termination Due to Change in Control. In After Executive has provided services to the event that this Agreement and Employer for more than eighteen (18) months following the EmployeeEffective Date, Executive shall become eligible for benefits payable in connection with Executive’s termination due to Change in Control (“Term of Service Requirement”). If, after Executive has satisfied the Term of Service Requirement, Executive’s employment are is terminated by the Employer without cause within three (3) months of one year after a Change in Control shall have occurred or the Employee terminates his employment if she resigns for Good Reason within three (3) months of one year after a Change in ControlControl shall have occurred, the Employee Executive shall be entitled to payments in lieu of notice of termination equal to the payments set out and provided in Section 5.5 below, together with all legal and professional fees and expenses incurred by the Employee as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing receive any such termination or in seeking to obtain or enforce any right or benefit): (a) an amount in lieu of any entitlement to annual incentive for the calendar year in which the Employee is terminated equivalent to the average amount of annual incentive paid to the Employee respecting the previous two calendar years pro-rated from the beginning of the calendar year in which the Employee is terminated to the date of written notice of termination; (b) an amount equivalent to twenty four (24) months Annual unpaid Base Salary and twenty four (24) months incentive under the terms of the short term incentive plan in place at the time of termination, which incentive will be based on the average incentive earned in the previous two calendar years; (c) an amount equivalent to the sum of all Registered Pension Plan, supplemental pension plan contributions and all other benefit contributions and premiums ordinarily paid by the Employer for insured benefits for the Employee, which would, but for the termination, have been paid by the Employer for the benefit of the Employee during the twenty four (24) months immediately following through the date of termination within 30 days after the date of termination, and, in addition to the payments made to Executive under Section 4(c), the Employer shall pay to Executive, as compensation for services rendered, the following benefits (subject to any applicable payroll or other taxes required to be withheld) an amount equal to one times Executive’s Base Salary in effect as of the Date of Termination, such payments to be made on the same periodic dates as salary payments would have been made to Executive had Executive’s employment not been terminated, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A and Executive’s continuing compliance with the covenants under Section 5 of this Agreement. At Notwithstanding the Employee’s optionforegoing, rather than payment of an amount equivalent to pension contributions, the Employer shall add an additional twenty four (24) months to the Employee’s age and an additional twenty four (24) months to the Employee’s service for the purpose of calculating the value of the Employee’s pension benefit upon termination; and (d) an amount in respect of outplacement counselling up to ten (10) percent of the Employee’s Annual Salary to be paid directly to an outplacement counselling agency as chosen by the Employer. The parties acknowledge and agree that these amounts are payable as damages and not a penalty. Subject to any required regulatory or shareholder approval, any stock units held by the Employee at the date of termination shall be exercisable in accordance with the terms of the Restricted Stock Unit Plan in force as of the date of termination of this Agreement. This Section 5.5 shall apply instead of and not in addition to Section 5.4 of this Agreement, and this Section 5.5 shall not apply and the Employee Executive shall not be entitled to any payments as set out in further payment under this Section 5.5 where 4(g) of this Agreement in the Employee resigns, retires (whether event the Employer determines that Executive has breached any of the covenants set forth in Section 5 of this Agreement and files an action to enforce the covenants or not the retirement gives Executive notice that a claim is at the Employer’s direction in accordance with the Employer’s retirement policy that may be in place at the time of retirement) or is terminated pursuant to being initiated under Section 5.2 or 5.3 6 of this Agreement. Further, except where specific provisions are in place such a proceeding, the Employer shall seek, and Executive shall be liable to return to the Employer, any payments made to Executive under this Section 4 dating back to the date of the original breach. As a condition precedent to the entitlement or receipt of any payments under this Section 4(g), Executive must execute a release and waiver of claims in favor of the Restricted Stock Unit PlanBank, the Company, any business entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Bank or the Company (each, an “Affiliate”), and their respective officers and directors in a form provided by the Employer no later than the date of termination and such release has become effective within 30 days after the date of termination (the “Release”).

Termination Due to Change in Control. In (I) The Term and Executive's employment hereunder may be terminated by Executive upon a Change in Control (as defined below) of the Company. For purposes of this Agreement, "Change in Control" shall occur in the event that this Agreement and the Employee’s employment are terminated by the Employer within that, ----------------- during any period of three (3) consecutive months commencing after the date of this Agreement, a majority of the Board is not comprised of any combination of (A) Board members as of the date of the Agreement (collectively, the "Initial Board"); (B) individuals recommended by a majority of the Initial Board to succeed members of the Initial Board; and (C) individuals added to the Initial Board by decision of a Change in Control or majority of the Employee terminates his Initial Board. (II) If the Term and Executive's employment for Good Reason within three (3) months of is terminated by Executive due to a Change in Control, the Employee Executive shall be entitled only to payments receive: (A) the Accrued Rights; (B) the maximum amount that can be paid to Executive, without any portion thereof constituting an "excess parachute payment" as defined in lieu 280G(b)(1) of notice the Internal Revenue Code of 1986, as amended (the "Code") or any successor section of the Code. Such payment shall be made to Executive in one lump sum on or before the Company's next regular payroll date immediately following Executive's date of termination equal due to a Change in Control, or as soon thereafter as is consistent with the payments set out Annual Incentive Plan and/or Long Term Incentive Plan, as applicable. The computation of such payment shall be made, at the sole cost and expense of the Company, by the independent auditors then retained by the Company, or if such auditors notify the Company that they are unwilling to perform such computation, then by any nationally or regionally recognized independent public accounting firm selected by Executive. The computation provided in Section 5.5 below, together by such auditors shall be final and binding on the Company and Executive. The Company and Executive shall provide such auditors with all legal documents and professional fees and expenses incurred by other information that the Employee as a result of auditors may reasonably request concerning such termination calculation; (including all C) such fees and expensesExecutive Benefits, if any, incurred in contesting or disputing any such termination or in seeking pursuant to obtain or enforce any right or benefit): Paragraph 4 herein as to which Executive may be entitled for a period of two years immediately following Executive's date of termination; (aD) an amount in lieu notwithstanding Paragraph 9(c)(ii)(C) above, payment of any entitlement to annual incentive premiums by the Company for the calendar year in which the Employee is terminated health, disability and life insurance coverage equivalent to the average amount of annual incentive paid that provided to Executive pursuant to the Employee respecting Company's benefit plans through the previous two calendar years pro-rated from the beginning end of the calendar year Term. After such period, Executive may elect continuation of health coverage under COBRA, as eligible; (E) payment of substitute lease payments equal to what was paid for Executive's Company-owned or Company-leased vehicle for a period of two years after Executive's termination date; (F) Directors and Officers liability insurance coverage in which a total coverage amount determined by the Employee is terminated Board to be reasonable for a period of two years after Executive's termination date; and (G) all non-vested shares of Company stock or other non-vested option or equity grants to Executive pursuant to the LTIP shall vest on the date of written notice of termination; (b) an amount equivalent to twenty four (24) months Annual Salary and twenty four (24) months incentive under the terms of the short term incentive plan in place at the time of termination, which incentive will be based on the average incentive earned in the previous two calendar years; (c) an amount equivalent to the sum of all Registered Pension Plan, supplemental pension plan contributions and all other benefit contributions and premiums ordinarily paid by the Employer for insured benefits for the Employee, which would, but for the termination, have been paid by the Employer for the benefit of the Employee during the twenty four (24) months immediately following the date of termination of this Agreement. At the Employee’s option, rather than payment of an amount equivalent to pension contributions, the Employer shall add an additional twenty four (24) months to the Employee’s age and an additional twenty four (24) months to the Employee’s service for the purpose of calculating the value of the Employee’s pension benefit upon termination; and (d) an amount in respect of outplacement counselling up to ten (10) percent of the Employee’s Annual Salary to be paid directly to an outplacement counselling agency as chosen by the Employer. The parties acknowledge and agree that these amounts are payable as damages and not a penalty. Subject to any required regulatory or shareholder approval, any stock units held by the Employee at the date of termination shall be exercisable in accordance with the terms of the Restricted Stock Unit Plan in force as of the date of termination of this Agreement. This Section 5.5 shall apply instead of and not in addition to Section 5.4 of this Agreement, and this Section 5.5 shall not apply and the Employee shall not be entitled to any payments as set out in this Section 5.5 where the Employee resigns, retires (whether or not the retirement is at the Employer’s direction in accordance with the Employer’s retirement policy that may be in place at the time of retirement) or is terminated pursuant to Section 5.2 or 5.3 of this Agreement, except where specific provisions are in place in the Restricted Stock Unit Plan.D.

Termination Due to Change in Control. In the event that this Agreement and the EmployeeExecutive’s employment hereunder are terminated by the Employer within three (3) months of due to a Change in Control or (defined herein), the Employee terminates his Company will pay to Executive the Accrued Obligations. In addition, if Executive’s employment for Good Reason within three (3) months of is terminated due to a Change in ControlControl (at any time and including during any particular Term) and Executive executes and delivers to the Company an effective and irrevocable release of claims (in form and substance satisfactory to the Company) (the “Separation and Release Agreement”) on or before sixty (60) days after Executive’s termination date, and complies with each of the provisions contained within the Separation and Release Agreement and this Agreement and its post-termination covenants, the Employee Company shall be entitled pay to payments in lieu Executive one year’s base salary, plus reimbursement of notice Executive continuation of termination equal healthcare benefits under the Company’s medical benefits plan under COBRA should he so elect, subject to the payments set out and provided in Section 5.5 below, together with all legal and professional fees and expenses incurred by the Employee as a result receipt of proper documentation of such termination (including all such fees premium payments by Executive, and expensesany outstanding amounts as set forth in Exhibit A, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit): (a) an amount in lieu of any entitlement to annual incentive for the calendar year in which the Employee is terminated equivalent to the average amount of annual incentive paid to the Employee respecting the previous two calendar years pro-rated from the beginning of the calendar year in which the Employee is terminated to the date of written notice of termination; (b) an amount equivalent to twenty four (24) months Annual Salary and twenty four (24) months incentive under the terms of the short term incentive plan in place at the time of termination, which incentive will be based on the average incentive earned in the previous two calendar years; (c) an amount equivalent to the sum of all Registered Pension Plan, supplemental pension plan contributions and all other benefit contributions and premiums ordinarily paid by the Employer for insured benefits for the Employee, which would, but for the termination, have been paid by the Employer for the benefit of the Employee during the twenty four (24) months immediately following the date of termination of this Agreement. At the Employee’s option, rather than payment of an amount equivalent to pension contributions, the Employer shall add an additional twenty four (24) months to the Employee’s age and an additional twenty four (24) months to the Employee’s service for the purpose of calculating the value of the Employee’s pension benefit upon termination; and (d) an amount in respect of outplacement counselling up to ten (10) percent of the Employee’s Annual Salary to be paid directly to an outplacement counselling agency as chosen by the Employer. The parties acknowledge and agree that these amounts are payable as damages and not a penalty. Subject to any required regulatory or shareholder approval, any stock units held by the Employee at the date of termination shall be exercisable in accordance with Section 3 of this Agreement (the terms “Severance Payment”). The Severance Payment shall be paid in equal installments via direct deposit on the Company’s regular paydays. Any Severance Payment installment otherwise payable within the first sixty (60) days after Executive’s termination of employment shall be cumulated and paid in a single lump sum with the first Severance Payment installment due after the sixtieth (60th) day following Executive’s termination of employment. For sake of clarity, if Executive fails to execute and deliver an effective and irrevocable release of claims in form and substance satisfactory to the Company on or before sixty (60) days after his termination date, or fails to comply with each of the Restricted Stock Unit Plan provisions contained in force as the irrevocable release of claims or this Agreement or its post-termination covenants, the date of termination of this Agreement. This Section 5.5 Accrued Obligations shall apply instead of be paid but no Severance Payment or any installment thereof shall become due or owing and not in addition to Section 5.4 of this Agreement, and this Section 5.5 shall not apply and the Employee shall therefore will not be entitled to any payments as set out in this Section 5.5 where the Employee resigns, retires (whether or not the retirement is at the Employer’s direction in accordance with the Employer’s retirement policy that may be in place at the time of retirement) or is terminated pursuant to Section 5.2 or 5.3 of this Agreement, except where specific provisions are in place in the Restricted Stock Unit Planpaid.