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

Termination Due to Change in Control. If the Executive’s employment is terminated by Regional for any reason other than for Cause within one (1) year after a Change in Control, then, contingent upon Executive’s signing at that time a commercially reasonable general release that is acceptable to Regional and Executive, both acting reasonably and in good faith, which general release must be signed and become irrevocable in accordance with the general release but in no event later than 60 days after the termination date, Executive shall receive from Regional (i) an aggregate of $300,000 (minus applicable tax withholdings) to be paid in substantially equal monthly installments over the Severance Period in accordance with the normal payroll schedule of Regional; (ii) a lump sum an aggregate gross amount equal to one year’s Base Salary at the then-current rate earned for that year payable in monthly installments beginning on the first regular payroll period immediately following the end of the Severance Period; (iii) Accrued Compensation within thirty (30) days after the Termination Date in a lump sum, including without limitation, a pro rata portion of any accrued but unpaid annual bonus for which performance goals have been achieved; (iv) the balance of any other benefits set forth in Section 4(d) for twenty-four (24) months following termination, subject to the terms and conditions of such plans and programs; and (v) Executive’s unvested awards under Regional’s Equity Plans (whether such plans are in effect now or in the future) (if any) shall vest (as well as any unvested portion of the Inducement Grant), and shall be exercisable pursuant to the terms of the applicable Equity Plans and award agreement. For purposes of this Section 6(c), “Severance Period” shall mean and include the time remaining in the balance of the Term immediately prior to Termination. Anything herein to the contrary notwithstanding, the aforesaid general release shall, among such exceptions as may be agreed between Executive and Regional acting reasonably and in good faith, not release any claim of Executive to be indemnified under Section 7 hereof or which may not be waived under applicable law. In no event shall the failure to agree on the terms of the general release within 60 days after any Termination work a forfeiture of the right to any payment which is subject to receipt of such a general release but shall only delay any such payment until any dispute as to the terms of such release are resolved through subsequent arbitration or agreement between Executive and Regional.

Termination Due to Change in Control. If the Executive’s employment is terminated by Regional without Cause or if Executive resigns for any reason other than for Cause Good Reason, in either case within one (1) year after a Change in ControlControl shall have occurred, then, contingent upon Executive’s signing at that time a commercially reasonable general release that is acceptable to Regional and Executive, both acting reasonably and in good faith, which general release must be signed and become irrevocable in accordance with (i) Executive shall receive any unpaid Base Salary through the general release but in no event later than 60 date of termination within 30 days after the termination datedate of termination, Executive shall receive from Regional (i) an aggregate of $300,000 (minus applicable tax withholdings) to be paid in substantially equal monthly installments over the Severance Period in accordance with the normal payroll schedule of Regional; (ii) a lump sum an aggregate gross the amount equal to one year’s Base Salary at the then-current rate earned for that year payable in monthly installments beginning on the first regular payroll period immediately following the end of the Severance Period; (iii) Accrued Compensation within thirty (30) days after the Termination Date in a lump sum, including without limitation, a pro rata portion of any accrued but unpaid annual bonus for which performance goals have been achieved; (iv) the balance of any other benefits set forth in Section 4(d4(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 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 months immediately prior to the Change in Control, plus (B) the highest annual bonus paid or payable, including by reason of any deferral, for twenty-four (24) months following terminationthe two years immediately preceding the year in which Executive’s employment terminates, subject to compliance with Section 9(i) of this Agreement regarding the terms requirements of Section 409A and conditions of such plans and programs; and (v) Executive’s unvested awards continuing compliance with the covenants under Regional’s Equity Plans (whether such plans are in effect now or Section 5 of this Agreement. Notwithstanding the foregoing, Executive shall not be entitled to any further payment under this Section 4(g) in the future) (if any) shall vest (as well as event the Employer determines that Executive has breached any unvested portion of the Inducement Grantcovenants 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, in 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 or vesting under this Section 4(g), Executive must sign the Release, and shall be exercisable pursuant to the terms of the applicable Equity Plans and award agreement. For purposes of this Section 6(c), “Severance Period” shall mean and include the time remaining in the balance of the Term immediately prior to Termination. Anything herein to the contrary notwithstanding, the aforesaid general release shall, among such exceptions as may be agreed between Executive and Regional acting reasonably and in good faith, not release any claim of Executive to be indemnified under Section 7 hereof or which may not be waived under applicable law. In no event shall the failure to agree on the terms of the general release Release must become effective within 60 30 days after any Termination work a forfeiture the date of the right to any payment which is subject to receipt of such a general release but shall only delay any such payment until any dispute as to the terms of such release are resolved through subsequent arbitration or agreement between Executive and Regionaltermination.

Termination Due to Change in Control. If the Executive’s employment is terminated by Regional without Cause or if Executive resigns for any reason other than for Cause Good Reason, in either case within one (1) year after a Change in ControlControl shall have occurred, then, contingent upon Executive’s signing at that time a commercially reasonable general release that is acceptable to Regional and Executive, both acting reasonably and in good faith, which general release must be signed and become irrevocable in accordance with (i) Executive shall receive any unpaid Base Salary through the general release but in no event later than 60 date of termination within 30 days after the termination datedate of termination, Executive shall receive from Regional (i) an aggregate of $300,000 (minus applicable tax withholdings) to be paid in substantially equal monthly installments over the Severance Period in accordance with the normal payroll schedule of Regional; (ii) a lump sum an aggregate gross the amount equal to one year’s Base Salary at the then-current rate earned for that year payable in monthly installments beginning on the first regular payroll period immediately following the end of the Severance Period; (iii) Accrued Compensation within thirty (30) days after the Termination Date in a lump sum, including without limitation, a pro rata portion of any accrued but unpaid annual bonus for which performance goals have been achieved; (iv) the balance of any other benefits set forth in Section 4(d4(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 and income tax withholding, an amount equal to the number of months remaining in the then current Employment Period times the sum of (A) (x) the monthly Base Salary in effect on the date of termination or, (y) if greater, the highest monthly base salary in effect in the three months immediately prior to the Change in Control, plus (B) one-twelfth (1/12) of the highest annual bonus paid or payable, including by reason of any deferral, for twenty-four (24) months following terminationthe two years immediately preceding the year in which Executive’s employment terminates, subject to compliance with Section 9(i) of this Agreement regarding the terms requirements of Section 409A and conditions of such plans and programs; and (v) Executive’s unvested awards continuing compliance with the covenants under Regional’s Equity Plans (whether such plans are in effect now or Section 5 of this Agreement. Notwithstanding the foregoing, Executive shall not be entitled to any further payment under this Section 4(g) in the future) (if any) shall vest (as well as event the Employer determines that Executive has breached any unvested portion of the Inducement Grantcovenants 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, in 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 or vesting under this Section 4(g), Executive must sign the Release, and shall be exercisable pursuant to the terms of the applicable Equity Plans and award agreement. For purposes of this Section 6(c), “Severance Period” shall mean and include the time remaining in the balance of the Term immediately prior to Termination. Anything herein to the contrary notwithstanding, the aforesaid general release shall, among such exceptions as may be agreed between Executive and Regional acting reasonably and in good faith, not release any claim of Executive to be indemnified under Section 7 hereof or which may not be waived under applicable law. In no event shall the failure to agree on the terms of the general release Release must become effective within 60 30 days after any Termination work a forfeiture the date of the right to any payment which is subject to receipt of such a general release but shall only delay any such payment until any dispute as to the terms of such release are resolved through subsequent arbitration or agreement between Executive and Regionaltermination.

Termination Due to Change in Control. If the Executive’s employment is terminated by Regional without Cause or if the Executive resigns for any reason other than for Cause Good Reason, in either case within one (1) year after a Change in ControlControl shall have occurred, then, contingent upon Executive’s signing at that time a commercially reasonable general release that is acceptable to Regional and Executive, both acting reasonably and in good faith, which general release must be signed and become irrevocable in accordance with (i) Executive shall receive any unpaid Base Salary through the general release but in no event later than 60 date of termination within 30 days after the termination datedate of termination, Executive shall receive from Regional (i) an aggregate of $300,000 (minus applicable tax withholdings) to be paid in substantially equal monthly installments over the Severance Period in accordance with the normal payroll schedule of Regional; (ii) a lump sum an aggregate gross the amount equal to one year’s Base Salary at the then-current rate earned for that year payable in monthly installments beginning on the first regular payroll period immediately following the end of the Severance Period; (iii) Accrued Compensation within thirty (30) days after the Termination Date in a lump sum, including without limitation, a pro rata portion of any accrued but unpaid annual bonus for which performance goals have been achieved; (iv) the balance of any other benefits set forth in Section 4(d4(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 and income tax withholding, an amount equal to two (2) times the sum of (A) the greater of the Base Salary as of the date of the Change in Control or as of the date of such termination without Cause or for Good Reason and (B) the average of Executive’s annual cash bonus paid or payable (without regard to the requirement that Executive remain employed on the bonus accrual date) pursuant to Section 3(b) for twentythe two most recently completed calendar years ending on or before Executive’s date of termination, and (iv) any equity incentive awards that are outstanding and unvested immediately before Executive’s termination shall become vested (with any performance-four (24) months following terminationbased element to vest at target), subject to compliance with Section 9(i) of this Agreement regarding the terms requirements of Section 409A and conditions of such plans and programs; and (v) Executive’s unvested awards continuing compliance with the covenants under Regional’s Equity Plans (whether such plans are in effect now or Section 5 of this Agreement. Notwithstanding the foregoing, Executive shall not be entitled to any further payment under this Section 4(g) in the future) (if any) shall vest (as well as event the Employer determines that Executive has breached any unvested portion of the Inducement Grantcovenants 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, in 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 or vesting under this Section 4(g), Executive must sign the Release, and shall be exercisable pursuant to the terms of the applicable Equity Plans and award agreement. For purposes of this Section 6(c), “Severance Period” shall mean and include the time remaining in the balance of the Term immediately prior to Termination. Anything herein to the contrary notwithstanding, the aforesaid general release shall, among such exceptions as may be agreed between Executive and Regional acting reasonably and in good faith, not release any claim of Executive to be indemnified under Section 7 hereof or which may not be waived under applicable law. In no event shall the failure to agree on the terms of the general release Release must become effective within 60 30 days after any Termination work a forfeiture the date of the right to any payment which is subject to receipt of such a general release but shall only delay any such payment until any dispute as to the terms of such release are resolved through subsequent arbitration or agreement between Executive and Regionaltermination.

Termination Due to Change in Control. If Notwithstanding Section 6(b) to the Contrary, where Executive’s employment under this Agreement is terminated by Regional the Company without Cause or by the Executive for any reason other than for Cause Good Reason within one twelve (112) year months after a Change in Control, then, contingent upon Executive’s signing at that time a commercially reasonable general release that is acceptable to Regional and Executive, both acting reasonably and in good faith, which general release must be signed and become irrevocable in accordance with the general release but in no event later than 60 days after the termination date, then Executive shall receive from Regional the 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 the following Change in Control severance benefits in lieu of (and not in addition to) the amounts otherwise payable to Executive under Section 6(b): (i) an aggregate A cash severance payment, payable on that day which is sixty (60) days after Executive’s termination of $300,000 employment, equal to the sum of: (minus applicable tax withholdings1) One hundred and 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(d)(ii)). If the foregoing three (3) calendar year period includes any year prior to the Effective Date, then for averaging purposes, the “Bonus” to be paid used for any such calendar year shall be based on Executive’s Bonus target opportunity in substantially equal monthly installments over effect as of the Severance Period in accordance with the normal payroll schedule of Regional; Effective Date. (ii) a lump sum an aggregate gross amount equal Any stock option grants awarded to one year’s Base Salary at the then-current rate earned for Executive that year payable in monthly installments beginning on the first regular payroll period immediately following the end remain outstanding as of the Severance Period; date of termination shall immediately vest, if not previously vested, and shall remain exercisable for the remainder of the original term but not later than the 7th anniversary of the original date of grant. (iii) Accrued Compensation within thirty 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 (30) days after i.e., at 100%). Such vested awards shall be settled as provided in the Termination Date in a lump sum, including without limitation, a pro rata portion of any accrued but unpaid annual bonus for which performance goals have been achieved; underlying Performance Based Share award agreements. (iv) the balance of any other benefits set forth in Section 4(d) for twenty-four (24) months following termination, subject If Executive timely and properly elects continuation health care coverage pursuant to the terms Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay the COBRA premium required for Executive and conditions of such plans and programs; and (v) Executive’s unvested awards under Regional’s Equity Plans (whether such plans are in effect now or in the future) dependents (if any) shall vest 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 well as any unvested portion 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 2716 of the Inducement GrantPublic Health Service Act), and the Company instead shall be exercisable pursuant pay Executive, on the first day of each calendar month, a fully taxable cash payment equal to the terms of the applicable Equity Plans and award agreement. For purposes of this Section 6(c)COBRA Premiums for that month, “Severance Period” shall mean and include the time remaining in the balance of the Term immediately prior to Termination. Anything herein to the contrary notwithstanding, the aforesaid general release shall, among such exceptions as may be agreed between Executive and Regional acting reasonably and in good faith, not release any claim of Executive to be indemnified under Section 7 hereof or which may not be waived under applicable law. In no event shall the failure to agree on the terms of the general release within 60 days after any Termination work a forfeiture of the right to any payment which is subject to receipt of such a general release but shall only delay any such payment until any dispute as to the terms of such release are resolved through subsequent arbitration or agreement between Executive and Regionalapplicable tax withholdings.

Termination Due to Change in Control. If the Executive’s employment is terminated by Regional for any reason other than for without Cause within one (1) year after a Change of Control shall have occurred or if she resigns for Good Reason within one year after a Change in Control, then, contingent upon Executive’s signing at that time a commercially reasonable general release that is acceptable to Regional and Executive, both acting reasonably and in good faith, which general release must be signed and become irrevocable in accordance with the general release but in no event later than 60 days after the termination dateControl shall have occurred, Executive shall receive from Regional 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) an aggregate For the lesser of $300,000 (minus 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 tax withholdings) number of months, the “Severance Period”), following Executive’s termination of employment 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 months immediately prior to the Change in Control, such payments to be paid in substantially equal monthly installments over made on the Severance Period in accordance 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 normal payroll schedule requirements of Regional; Section 409A. (ii) Executive will receive the annual bonus, if any, that she would have received for the year prior to the year in which Executive’s employment terminates, had Executive remained employed but subject to attainment of performance criteria for such bonus, if such bonus was not yet paid on the date of Executive’s termination of employment. (iii) Executive will receive a welfare continuance benefit in an amount equal to the product of (x) 18, or, if fewer, the number of months 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 vision plan coverage for Executive and her “qualified beneficiaries” (as defined in Section 4980B of the Code) 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 Consolidated Omnibus Budget Reconciliation Act of 1985 is made. Such payment will be made in a lump sum an aggregate gross amount equal to one year’s Base Salary at the then-current rate earned for that year payable in monthly installments beginning on the first regular payroll period immediately following 30th day after Executive’s date of termination, net of employment and income tax withholding. Notwithstanding the end foregoing, Executive shall not be entitled to any further payment under this Section 4(g) of this Agreement in the event the Bank determines that Executive has breached any of the Severance Period; (iii) Accrued Compensation within thirty (30) days after the Termination Date in a lump sum, including without limitation, a pro rata portion of any accrued but unpaid annual bonus for which performance goals have been achieved; (iv) the balance of any other benefits covenants set forth in Section 4(d) for twenty-four (24) months following termination5 of this Agreement and files an action to enforce the covenants or gives Executive notice that a claim is being initiated under Section 6 of this Agreement. Further, subject in such a proceeding, the Bank shall seek, and Executive shall be liable to return to the terms and conditions of such plans and programs; and (v) Executive’s unvested awards Bank, any payments made to Executive under Regional’s Equity Plans (whether such plans are in effect now or in this Section 4 dating back to the future) (if any) shall vest (as well as any unvested portion date of the Inducement Grantoriginal 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 Bank, 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 shall be exercisable pursuant to their respective officers and directors in a form provided by the terms Bank no later than the date of the applicable Equity Plans termination and award agreement. For purposes of this Section 6(c), “Severance Period” shall mean and include the time remaining in the balance of the Term immediately prior to Termination. Anything herein to the contrary notwithstanding, the aforesaid general such release shall, among such exceptions as may be agreed between Executive and Regional acting reasonably and in good faith, not release any claim of Executive to be indemnified under Section 7 hereof or which may not be waived under applicable law. In no event shall the failure to agree on the terms of the general release has become effective within 60 30 days after any Termination work a forfeiture the date of termination (the right to any payment which is subject to receipt of such a general release but shall only delay any such payment until any dispute as to the terms of such release are resolved through subsequent arbitration or agreement between Executive and Regional“Release”).

Termination Due to Change in Control. (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, ----------------- 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 majority of the Initial Board. (II) If the Term and Executive’s 's employment is terminated by Regional for any reason other than for Cause within one (1) year after Executive due to a Change in Control, thenExecutive shall be entitled only to 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 280G(b)(1) of the Internal Revenue Code of 1986, contingent upon 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 signing 's date of termination due to a Change in Control, or as soon thereafter as is consistent with the 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 time a commercially reasonable general release that is acceptable they are unwilling to Regional perform such computation, then by any nationally or regionally recognized independent public accounting firm selected by Executive. The computation provided by such auditors shall be final and binding on the Company and Executive, both acting reasonably . The Company and in good faith, which general release must be signed and become irrevocable in accordance with the general release but in no event later than 60 days after the termination date, Executive shall receive from Regional (i) an aggregate of $300,000 (minus applicable tax withholdings) to be paid in substantially equal monthly installments over provide such auditors with all documents and other information that the Severance Period in accordance with the normal payroll schedule of Regionalauditors may reasonably request concerning such calculation; (iiC) such Executive Benefits, if any, pursuant to Paragraph 4 herein as to which Executive may be entitled for a lump sum an aggregate gross amount equal to one year’s Base Salary at the then-current rate earned for that year payable in monthly installments beginning on the first regular payroll period of three years immediately following Executive's date of termination; (D) notwithstanding Paragraph 9(c)(ii)(C) above, payment of premiums by the Company for health, disability and life insurance coverage equivalent to that provided to Executive pursuant to the Company's benefit plans through the end of the Severance PeriodTerm or Executive's 65th birthday, whichever period is longer. After such period, Executive may elect continuation of health coverage under COBRA, as eligible; (iiiE) Accrued Compensation within thirty 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; (30F) days after the Termination Date Directors and Officers liability insurance coverage in a lump sum, including without limitation, total coverage amount determined by the Board to be reasonable for a pro rata portion period of any accrued but unpaid annual bonus for which performance goals have been achieved; (iv) the balance of any other benefits set forth in Section 4(d) for twenty-four (24) months following termination, subject to the terms and conditions of such plans and programstwo years after Executive's termination date; and (vG) Executive’s unvested awards under Regional’s Equity Plans (whether such plans are in effect now all non-vested shares of Company stock or in the future) (if any) shall vest (as well as any unvested portion of the Inducement Grant), and shall be exercisable other non-vested option or equity grants to Executive pursuant to the terms of the applicable Equity Plans and award agreement. For purposes of this Section 6(c), “Severance Period” LTIP shall mean and include the time remaining in the balance of the Term immediately prior to Termination. Anything herein to the contrary notwithstanding, the aforesaid general release shall, among such exceptions as may be agreed between Executive and Regional acting reasonably and in good faith, not release any claim of Executive to be indemnified under Section 7 hereof or which may not be waived under applicable law. In no event shall the failure to agree vest on the terms date of the general release within 60 days after any Termination work a forfeiture of the right to any payment which is subject to receipt of such a general release but shall only delay any such payment until any dispute as to the terms of such release are resolved through subsequent arbitration or agreement between Executive and Regional.termination. D.

Termination Due to Change in Control. If In the Executiveevent that this Agreement and the Employee’s employment is are terminated by Regional the Employer within three (3) months of a Change in Control or the Employee terminates his employment for any reason other than for Cause Good Reason within one three (13) year after months of a Change in Control, thenthe 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, contingent upon Executive’s signing at that time together with all legal and professional fees and expenses incurred by the Employee as a commercially reasonable general release that is acceptable result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to Regional and Executive, both acting reasonably and in good faith, which general release must be signed and become irrevocable in accordance with the general release but in no event later than 60 days after the termination date, Executive shall receive from Regional obtain or enforce any right or benefit): (ia) an aggregate amount in lieu of $300,000 (minus applicable tax withholdings) any entitlement to be annual incentive for the calendar year in which the Employee is terminated equivalent to the average amount of annual incentive paid in substantially equal monthly installments over to the Severance Period in accordance with Employee respecting the normal payroll schedule of Regional; (ii) a lump sum an aggregate gross amount equal to one year’s Base Salary at previous two calendar years pro-rated from the then-current rate earned for that year payable in monthly installments beginning on the first regular payroll period immediately following the end of the Severance Period; calendar year in which the Employee is terminated to the date of written notice of termination; (iiib) Accrued Compensation within thirty (30) days after the Termination Date in a lump sum, including without limitation, a pro rata portion of any accrued but unpaid annual bonus for which performance goals have been achieved; (iv) the balance of any other benefits set forth in Section 4(d) for twenty-an amount equivalent to twenty four (24) months following termination, subject to the terms Annual Salary and conditions of such plans and programs; and twenty four (v24) Executive’s unvested awards months incentive under Regional’s Equity Plans (whether such plans are in effect now or in the future) (if any) shall vest (as well as any unvested portion of the Inducement Grant), and shall be exercisable pursuant to the terms of the applicable Equity Plans 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 award agreement. For purposes 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 Section 6(c)Agreement. At the Employee’s option, “Severance Period” rather than payment of an amount equivalent to pension contributions, the Employer shall mean add an additional twenty four (24) months to the Employee’s age and include an additional twenty four (24) months to the time remaining in Employee’s service for the balance purpose of calculating the value of the Term immediately prior Employee’s pension benefit upon termination; and (d) an amount in respect of outplacement counselling up to Termination. Anything herein to ten (10) percent of the contrary notwithstanding, the aforesaid general release shall, among such exceptions as may be agreed between Executive and Regional acting reasonably and in good faith, not release any claim of Executive Employee’s Annual Salary to be indemnified under Section 7 hereof 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 which may not shareholder approval, any stock units held by the Employee at the date of termination shall be waived under applicable law. In no event shall the failure to agree on exercisable in accordance with the terms of the general release within 60 days after any Termination work a forfeiture Restricted Stock Unit Plan in force as of the right 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 payment which payments as set out in this Section 5.5 where the Employee resigns, retires (whether or not the retirement is subject 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 receipt Section 5.2 or 5.3 of such a general release but shall only delay any such payment until any dispute as to this Agreement, except where specific provisions are in place in the terms of such release are resolved through subsequent arbitration or agreement between Executive and RegionalRestricted Stock Unit Plan.

Termination Due to Change in Control. If After Executive has provided services to the Employer for more than eighteen (18) months following the Effective 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 is terminated by Regional for any reason other than for Cause without cause within one (1) year after a Change in Control, then, contingent upon Executive’s signing at that time Control shall have occurred or if she resigns for Good Reason within one year after a commercially reasonable general release that is acceptable to Regional and Executive, both acting reasonably and Change in good faith, which general release must be signed and become irrevocable in accordance with the general release but in no event later than 60 days after the termination dateControl shall have occurred, Executive shall receive from Regional any unpaid Base Salary 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 (isubject to any applicable payroll or other taxes required to be withheld) an aggregate of $300,000 (minus applicable tax withholdings) to be paid in substantially equal monthly installments over the Severance Period in accordance with the normal payroll schedule of Regional; (ii) a lump sum an aggregate gross amount equal to one yeartimes Executive’s Base Salary at in effect as of the then-current rate earned for that year payable in monthly installments beginning Date of Termination, such payments to be made on the first regular payroll period immediately following 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 end requirements of Section 409A and Executive’s continuing compliance with the covenants under Section 5 of this Agreement. Notwithstanding the foregoing, Executive shall not be entitled to any further payment under this Section 4(g) of this Agreement in the event the Employer determines that Executive has breached any of the Severance Period; (iii) Accrued Compensation within thirty (30) days after the Termination Date in a lump sum, including without limitation, a pro rata portion of any accrued but unpaid annual bonus for which performance goals have been achieved; (iv) the balance of any other benefits covenants set forth in Section 4(d) for twenty-four (24) months following termination5 of this Agreement and files an action to enforce the covenants or gives Executive notice that a claim is being initiated under Section 6 of this Agreement. Further, subject in such a proceeding, the Employer shall seek, and Executive shall be liable to return to the terms and conditions of such plans and programs; and (v) Executive’s unvested awards Employer, any payments made to Executive under Regional’s Equity Plans (whether such plans are in effect now or in this Section 4 dating back to the future) (if any) shall vest (as well as any unvested portion date of the Inducement Grantoriginal 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 Bank, 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 shall be exercisable pursuant to their respective officers and directors in a form provided by the terms Employer no later than the date of the applicable Equity Plans termination and award agreement. For purposes of this Section 6(c), “Severance Period” shall mean and include the time remaining in the balance of the Term immediately prior to Termination. Anything herein to the contrary notwithstanding, the aforesaid general such release shall, among such exceptions as may be agreed between Executive and Regional acting reasonably and in good faith, not release any claim of Executive to be indemnified under Section 7 hereof or which may not be waived under applicable law. In no event shall the failure to agree on the terms of the general release has become effective within 60 30 days after any Termination work a forfeiture the date of termination (the right to any payment which is subject to receipt of such a general release but shall only delay any such payment until any dispute as to the terms of such release are resolved through subsequent arbitration or agreement between Executive and Regional“Release”).

Termination Due to Change in Control. If Notwithstanding Section 6(b) to the Contrary, where Executive’s employment under this Agreement is terminated by Regional the Company without Cause or by the Executive for any reason other than for Cause Good Reason during the period between six months prior to or within one twelve (112) year months after a Change in Control, then, contingent upon Executive’s signing at that time a commercially reasonable general release that is acceptable to Regional and Executive, both acting reasonably and in good faith, which general release must be signed and become irrevocable in accordance with the general release but in no event later than 60 days after the termination date, then Executive shall receive from Regional the 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 the following Change in Control severance benefits in lieu of (and not in addition to) the amounts otherwise payable to Executive under Section 6(b): (i) an aggregate A cash severance payment, payable on that day which is sixty (60) days after Executive’s termination of $300,000 employment, equal to the sum of: (minus applicable tax withholdings1) One hundred and fifty percent (150%) of Executive’s Base Salary in effect at termination of employment; 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). If the foregoing three (3) calendar year period includes any year prior to the Effective Date, then for averaging purposes, the “Bonus” to be paid used for any such calendar year shall be based on Executive’s Bonus target opportunity in substantially equal monthly installments over effect as of the Severance Period in accordance with the normal payroll schedule of Regional; Effective Date. (ii) a lump sum an aggregate gross amount equal Any stock option grants awarded to one year’s Base Salary at the then-current rate earned for Executive that year payable in monthly installments beginning on the first regular payroll period immediately following the end remain outstanding as of the Severance Period; date of termination shall immediately vest, if not previously vested, and shall remain exercisable for the remainder of the original term but not later than the 7th anniversary of the original date of grant. (iii) Accrued Compensation within thirty 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 (30) days after i.e., at 100%). Such vested awards shall be settled as provided in the Termination Date in a lump sum, including without limitation, a pro rata portion of any accrued but unpaid annual bonus for which performance goals have been achieved; underlying Performance Based Share award agreements. (iv) the balance of any other benefits set forth in Section 4(d) for twenty-four (24) months following termination, subject If Executive timely and properly elects continuation health care coverage pursuant to the terms Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay the COBRA premium required for Executive and conditions of such plans and programs; and (v) Executive’s unvested awards under Regional’s Equity Plans (whether such plans are in effect now or in the future) dependents (if any) shall vest 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 well as any unvested portion 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 2716 of the Inducement GrantPublic Health Service Act), and the Company instead shall be exercisable pursuant pay Executive, on the first day of each calendar month, a fully taxable cash payment equal to the terms of the applicable Equity Plans and award agreement. For purposes of this Section 6(c)COBRA Premiums for that month, “Severance Period” shall mean and include the time remaining in the balance of the Term immediately prior to Termination. Anything herein to the contrary notwithstanding, the aforesaid general release shall, among such exceptions as may be agreed between Executive and Regional acting reasonably and in good faith, not release any claim of Executive to be indemnified under Section 7 hereof or which may not be waived under applicable law. In no event shall the failure to agree on the terms of the general release within 60 days after any Termination work a forfeiture of the right to any payment which is subject to receipt of such a general release but shall only delay any such payment until any dispute as to the terms of such release are resolved through subsequent arbitration or agreement between Executive and Regionalapplicable tax withholdings.

Termination Due to Change in Control. (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, ----------------- 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 majority of the Initial Board. (II) If the Term and Executive’s 's employment is terminated by Regional for any reason other than for Cause within one (1) year after Executive due to a Change in Control, thenExecutive shall be entitled only to receive: (A) the Accrued Rights; (B) the maximum amount that can be paid to Executive, contingent upon without any portion thereof constituting an "excess parachute payment" as defined in 280G(b)(1) of 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 signing 's date of termination due to a Change in Control, or as soon thereafter as is consistent with the 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 time a commercially reasonable general release that is acceptable they are unwilling to Regional perform such computation, then by any nationally or regionally recognized independent public accounting firm selected by Executive. The computation provided by such auditors shall be final and binding on the Company and Executive, both acting reasonably . The Company and in good faith, which general release must be signed and become irrevocable in accordance with the general release but in no event later than 60 days after the termination date, Executive shall receive from Regional (i) an aggregate of $300,000 (minus applicable tax withholdings) to be paid in substantially equal monthly installments over provide such auditors with all documents and other information that the Severance Period in accordance with the normal payroll schedule of Regionalauditors may reasonably request concerning such calculation; (iiC) such Executive Benefits, if any, pursuant to Paragraph 4 herein as to which Executive may be entitled for a lump sum an aggregate gross amount equal to one year’s Base Salary at the then-current rate earned for that year payable in monthly installments beginning on the first regular payroll period of two years immediately following Executive's date of termination; (D) notwithstanding Paragraph 9(c)(ii)(C) above, payment of premiums by the Company for health, disability and life insurance coverage equivalent to that provided to Executive pursuant to the Company's benefit plans through the end of the Severance PeriodTerm. After such period, Executive may elect continuation of health coverage under COBRA, as eligible; (iiiE) Accrued Compensation within thirty 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; (30F) days after the Termination Date Directors and Officers liability insurance coverage in a lump sum, including without limitation, total coverage amount determined by the Board to be reasonable for a pro rata portion period of any accrued but unpaid annual bonus for which performance goals have been achieved; (iv) the balance of any other benefits set forth in Section 4(d) for twenty-four (24) months following termination, subject to the terms and conditions of such plans and programstwo years after Executive's termination date; and (vG) Executive’s unvested awards under Regional’s Equity Plans (whether such plans are in effect now all non-vested shares of Company stock or in the future) (if any) shall vest (as well as any unvested portion of the Inducement Grant), and shall be exercisable other non-vested option or equity grants to Executive pursuant to the terms of the applicable Equity Plans and award agreement. For purposes of this Section 6(c), “Severance Period” LTIP shall mean and include the time remaining in the balance of the Term immediately prior to Termination. Anything herein to the contrary notwithstanding, the aforesaid general release shall, among such exceptions as may be agreed between Executive and Regional acting reasonably and in good faith, not release any claim of Executive to be indemnified under Section 7 hereof or which may not be waived under applicable law. In no event shall the failure to agree vest on the terms date of the general release within 60 days after any Termination work a forfeiture of the right to any payment which is subject to receipt of such a general release but shall only delay any such payment until any dispute as to the terms of such release are resolved through subsequent arbitration or agreement between Executive and Regional.termination. D.

Termination Due to Change in Control. If In the event this Agreement and Executive’s employment hereunder are terminated due to a Change in Control (defined herein), the Company will pay to Executive the Accrued Obligations. In addition, if Executive’s employment is terminated by Regional for any reason other than for Cause within one (1) year after due to a Change in Control, then, contingent upon Control (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 signing at that time a commercially reasonable general release that is acceptable to Regional and Executive, both acting reasonably and in good faith, which general release must be signed and become irrevocable in accordance with the general release but in no event later than 60 days after the 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 Company shall pay to Executive shall receive from Regional (i) an aggregate one year’s base salary, plus reimbursement of $300,000 (minus applicable tax withholdings) Executive continuation of healthcare benefits under the Company’s medical benefits plan under COBRA should he so elect, subject to receipt of proper documentation of such premium payments by Executive, and any outstanding amounts as set forth in Exhibit A, to be paid in substantially equal monthly installments over the Severance Period in accordance with Section 3 of this Agreement (the normal payroll schedule of Regional; (ii) a lump sum an aggregate gross amount “Severance Payment”). The Severance Payment shall be paid in equal to one year’s Base Salary at the then-current rate earned for that year payable in monthly installments beginning via direct deposit on the Company’s regular paydays. Any Severance Payment installment otherwise payable within the first regular payroll period immediately following the end of the Severance Period; sixty (iii) Accrued Compensation within thirty (3060) days after the Termination Date Executive’s termination of employment shall be cumulated and paid in a single lump sumsum with the first Severance Payment installment due after the sixtieth (60th) day following Executive’s termination of employment. For sake of clarity, including without limitation, a pro rata portion if Executive fails to execute and deliver an effective and irrevocable release of any accrued but unpaid annual bonus for which performance goals have been achieved; (iv) the balance of any other benefits set forth claims in Section 4(d) for twenty-four (24) months following termination, subject form and substance satisfactory to the terms and conditions Company on or before sixty (60) days after his termination date, or fails to comply with each of such plans and programs; and (v) Executive’s unvested awards under Regional’s Equity Plans (whether such plans are in effect now or the provisions contained in the future) (if any) shall vest (as well as any unvested portion irrevocable release of claims or this Agreement or its post-termination covenants, the Inducement Grant), and Accrued Obligations shall be exercisable pursuant to the terms of the applicable Equity Plans paid but no Severance Payment or any installment thereof shall become due or owing and award agreement. For purposes of this Section 6(c), “Severance Period” shall mean and include the time remaining in the balance of the Term immediately prior to Termination. Anything herein to the contrary notwithstanding, the aforesaid general release shall, among such exceptions as may be agreed between Executive and Regional acting reasonably and in good faith, not release any claim of Executive to be indemnified under Section 7 hereof or which may therefore will not be waived under applicable law. In no event shall the failure to agree on the terms of the general release within 60 days after any Termination work a forfeiture of the right to any payment which is subject to receipt of such a general release but shall only delay any such payment until any dispute as to the terms of such release are resolved through subsequent arbitration or agreement between Executive and Regionalpaid.

Termination Due to Change in Control. If the Executive’s employment is terminated by Regional without Cause or if the Executive resigns for any reason other than for Cause Good Reason, in either case within one (1) year after a Change in ControlControl shall have occurred, then, contingent upon Executive’s signing at that time a commercially reasonable general release that is acceptable to Regional and Executive, both acting reasonably and in good faith, which general release must be signed and become irrevocable in accordance with (i) Executive shall receive any unpaid Base Salary through the general release but in no event later than 60 date of termination within 30 days after the termination datedate of termination, Executive shall receive from Regional (i) an aggregate of $300,000 (minus applicable tax withholdings) to be paid in substantially equal monthly installments over the Severance Period in accordance with the normal payroll schedule of Regional; (ii) a lump sum an aggregate gross the amount equal to one year’s Base Salary at the then-current rate earned for that year payable in monthly installments beginning on the first regular payroll period immediately following the end of the Severance Period; (iii) Accrued Compensation within thirty (30) days after the Termination Date in a lump sum, including without limitation, a pro rata portion of any accrued but unpaid annual bonus for which performance goals have been achieved; (iv) the balance of any other benefits set forth in Section 4(d4(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 and income tax withholding, an amount equal to 2.99 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 months immediately prior to the Change in Control, plus (B) the highest annual bonus paid or payable, including by reason of any deferral, for twenty-four (24) months following terminationthe two years immediately preceding the year in which Executive’s employment terminates, subject to compliance with Section 9(i) of this Agreement regarding the terms requirements of Section 409A and conditions of such plans and programs; and (v) Executive’s unvested awards continuing compliance with the covenants under Regional’s Equity Plans (whether such plans are in effect now or Section 5 of this Agreement. Notwithstanding the foregoing, Executive shall not be entitled to any further payment under this Section 4(g) in the future) (if any) shall vest (as well as event the Employer determines that Executive has breached any unvested portion of the Inducement Grantcovenants 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, in 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 or vesting under this Section 4(g), Executive must sign the Release, and shall be exercisable pursuant to the terms of the applicable Equity Plans and award agreement. For purposes of this Section 6(c), “Severance Period” shall mean and include the time remaining in the balance of the Term immediately prior to Termination. Anything herein to the contrary notwithstanding, the aforesaid general release shall, among such exceptions as may be agreed between Executive and Regional acting reasonably and in good faith, not release any claim of Executive to be indemnified under Section 7 hereof or which may not be waived under applicable law. In no event shall the failure to agree on the terms of the general release Release must become effective within 60 30 days after any Termination work a forfeiture the date of the right to any payment which is subject to receipt of such a general release but shall only delay any such payment until any dispute as to the terms of such release are resolved through subsequent arbitration or agreement between Executive and Regionaltermination.

Termination Due to Change in Control. If the Executive’s employment is terminated by Regional for any reason other than for Cause If, within one two (12) year years after a Change in Control, your employment is terminated by LSG or its successor without Cause or you resign for Good Reason, then, contingent upon Executive’s signing at that time a commercially reasonable general release that is acceptable in lieu of the severance payment set forth above, LSG will pay you an amount equal to Regional and Executive, both acting reasonably and in good faithtwo times (2x) your annual Base Salary, which general release must be signed and become irrevocable in accordance with the general release but in no event later than 60 days after the termination date, Executive shall receive from Regional (i) an aggregate of $300,000 (minus applicable tax withholdings) to amount will be paid to you in substantially equal monthly installments over during the Severance Period in accordance with the normal payroll schedule of Regional; (ii) a lump sum an aggregate gross amount equal to one year’s Base Salary at the then-current rate earned for that year payable in monthly installments beginning on the first regular payroll period immediately following the end of the Severance Period; (iii) Accrued Compensation within thirty (30) days after the Termination Date in a lump sum, including without limitation, a pro rata portion of any accrued but unpaid annual bonus for which performance goals have been achieved; (iv) the balance of any other benefits set forth in Section 4(d) for twenty-four (24) months month period following such termination in accordance with LSG’s payroll practices, provided that the payments due within the first fifty-two (52) days after termination will be accrued and 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 Control Severance Period” means the 24-month period following termination by LSG without Cause or your resignation for Good Reason, in either case within two years after a Change in Control. If a Change in Control occurs, and the consideration received by LSG stockholders in such Change in Control is at least $4.50 per share of common stock, and a determination is made by legislation, regulation, or ruling directed to LSG or you, or court decision, that the 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 Change in Control constitutes “excess parachute payments” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), subject to the terms and conditions 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 plans and programs; and excise tax (v) Executive’s unvested awards under Regional’s Equity Plans (whether the amount of such plans are excise tax determined without regard to the payment contemplated in effect now or in the future) (if any) shall vest (as well as any unvested portion of the Inducement Grantthis paragraph), and . Such amount shall be exercisable pursuant payable to the terms of the applicable Equity Plans and award agreement. For purposes of this Section 6(c)you as soon as practicable after such final determination is made, “Severance Period” shall mean and include the time remaining in the balance of the Term immediately prior to Termination. Anything herein to the contrary notwithstanding, the aforesaid general release shall, among such exceptions as may be agreed between Executive and Regional acting reasonably and in good faith, not release any claim of Executive to be indemnified under Section 7 hereof or which may not be waived under applicable law. In no event shall the failure to agree on the terms of the general release within 60 days after any Termination work a forfeiture of the right to any payment which is subject to receipt of such a general release but shall only delay any provided that such payment until will be made not later than the end of your taxable year next following the taxable year in which you remit the excise tax. LSG and you shall mutually and reasonably determine whether or not such determination has occurred and whether any dispute as appeal to the terms of such release are resolved through subsequent arbitration or agreement between Executive and Regionaldetermination should be made.

Termination Due to Change in Control. If Upon termination of Employee's employment by Company due to Change In control," Company shall have no further obligation to Employee under this Agreement or otherwise except to pay to Employee: 3.2.7.1.1 Any accrued and unpaid base compensation (less applicable withholdings) and reimbursement of any unpaid reimbursable expenses owed by Company to Employee through the Executive’s employment is terminated by Regional for any reason other than for Cause within one termination date; and 3.2.7.1.2 Severance compensation totaling three (13) year after a Change years base compensation in Controlthe form of (i) monthly payments to Employee in the amount of Employee's monthly base salary as in effect on the date of termination, then, contingent upon Executive’s signing at that time a commercially reasonable general release that is acceptable to Regional and Executive, both acting reasonably and in good faith, which general release must be signed and become irrevocable payable in accordance with the general release but in no event later than 60 days after customary payroll practices, for thirty six (36) months following such termination; provided, however, that such severance payments shall be reduced by 50% of any earnings of Employee subsequent to the termination datethat gives rise to the severance payments. Payment of severance compensation shall be conditioned upon Employee executing a Release Agreement, Executive which shall receive from Regional (i) an aggregate of $300,000 (minus applicable tax withholdings) include among other things the language set forth in Exhibit A and upon Employee's compliance with his obligations under Article 5; provided, however, that Company may in its sole discretion revise the language in Exhibit A at any time prior to be paid in substantially equal monthly installments over the Severance Period in accordance with the normal payroll schedule of Regional; (ii) a lump sum an aggregate gross amount equal to one year’s Base Salary at the then-current rate earned for that year payable in monthly installments beginning on the first regular payroll period immediately following the end execution of the Release Agreement. Severance Period; (iii) Accrued Compensation within thirty (30) days after the Termination Date compensation pursuant to this Section 3.2.7 shall be in a lump sum, including without limitation, a pro rata portion of any accrued but unpaid annual bonus for which performance goals have been achieved; (iv) the balance lieu of any other benefits set forth in Section 4(d) for twenty-four (24) months following termination, subject severance benefit or other right or remedy to the terms and conditions of such plans and programs; and (v) Executive’s unvested awards which Employee would otherwise be entitled under Regional’s Equity Plans (whether such plans are Company's policies in effect now on the date of execution of this Agreement or thereafter. Employee acknowledges and agrees that in the future) (if any) shall vest (as well as event Employee breaches any unvested portion provision of Article 6 or the Inducement Grant)Release Agreement, and shall be exercisable pursuant his right to the terms of the applicable Equity Plans and award agreement. For purposes of receive severance payments under this Section 6(c), “Severance Period” 3.2.7 shall mean automatically terminate and include the time remaining in the balance of the Term immediately prior to Termination. Anything herein to the contrary notwithstanding, the aforesaid general release shall, among such exceptions as may be agreed between Executive and Regional acting reasonably and in good faith, not release any claim of Executive to be indemnified under Section 7 hereof or which may not be waived under applicable law. In no event Employee shall the failure to agree on the terms of the general release within 60 days after any Termination work a forfeiture of the right to any payment which is subject to receipt of such a general release but shall only delay any such payment until any dispute as to the terms of such release are resolved through subsequent arbitration or agreement between Executive and Regionalrepay all severance payments received.

Termination Due to Change in Control. (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, ----------------- 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 majority of the Initial Board. (II) If the Term and Executive’s 's employment is terminated by Regional for any reason other than for Cause within one (1) year after Executive due to a Change in Control, thenExecutive shall be entitled only to receive: (A) the Accrued Rights; (B) the maximum amount that can be paid to Executive, contingent upon without any portion thereof constituting an "excess parachute payment" as defined in 280G(b)(1) of 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 signing 's date of termination due to a Change in Control, or as soon thereafter as is consistent with the 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 time a commercially reasonable general release that is acceptable they are unwilling to Regional perform such computation, then by any nationally or regionally recognized independent public accounting firm selected by Executive. The computation provided by such auditors shall be final and binding on the Company and Executive, both acting reasonably . The Company and in good faith, which general release must be signed and become irrevocable in accordance with the general release but in no event later than 60 days after the termination date, Executive shall receive from Regional (i) an aggregate of $300,000 (minus applicable tax withholdings) to be paid in substantially equal monthly installments over provide such auditors with all documents and other information that the Severance Period in accordance with the normal payroll schedule of Regionalauditors may reasonably request concerning such calculation; (iiC) such Executive Benefits, if any, pursuant to Paragraph 4 herein as to which Executive may be entitled for a lump sum an aggregate gross amount equal to one year’s Base Salary at the then-current rate earned for that year payable in monthly installments beginning on the first regular payroll period of two years immediately following Executive's date of termination; (D) notwithstanding Paragraph 9(c)(ii)(C) above, payment of premiums by the Company for health, disability and life insurance coverage equivalent to that provided to Executive pursuant to the Company's benefit plans through the end of the Severance PeriodTerm or Executive's 65th birthday, whichever period is longer. After such period, Executive may elect continuation of health coverage under COBRA, as eligible; (iiiE) Accrued Compensation within thirty 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; (30F) days after the Termination Date Directors and Officers liability insurance coverage in a lump sum, including without limitation, total coverage amount determined by the Board to be reasonable for a pro rata portion period of any accrued but unpaid annual bonus for which performance goals have been achieved; (iv) the balance of any other benefits set forth in Section 4(d) for twenty-four (24) months following termination, subject to the terms and conditions of such plans and programstwo years after Executive's termination date; and (vG) Executive’s unvested awards under Regional’s Equity Plans (whether such plans are in effect now all non-vested shares of Company stock or in the future) (if any) shall vest (as well as any unvested portion of the Inducement Grant), and shall be exercisable other non-vested option or equity grants to Executive pursuant to the terms of the applicable Equity Plans and award agreement. For purposes of this Section 6(c), “Severance Period” LTIP shall mean and include the time remaining in the balance of the Term immediately prior to Termination. Anything herein to the contrary notwithstanding, the aforesaid general release shall, among such exceptions as may be agreed between Executive and Regional acting reasonably and in good faith, not release any claim of Executive to be indemnified under Section 7 hereof or which may not be waived under applicable law. In no event shall the failure to agree vest on the terms date of the general release within 60 days after any Termination work a forfeiture of the right to any payment which is subject to receipt of such a general release but shall only delay any such payment until any dispute as to the terms of such release are resolved through subsequent arbitration or agreement between Executive and Regional.termination. D.

Termination Due to Change in Control. If the Executive’s employment is terminated by Regional for any reason other than for Terminated Without Cause within one (1) year after a Change of Control shall have occurred or if he resigns for Good Reason within one year after a Change in ControlControl shall have occurred, then, contingent upon in addition to the payments made to Executive under Section 5(a), the Bank or the 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 signing at that time a commercially reasonable general release that is acceptable Base Salary in effect as of the Date of Termination, such payments to Regional 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, both acting reasonably and in good faith, which general release must be signed and become irrevocable in accordance ’s continuing compliance with the general release but 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 every additional year of service thereafter, an additional one-half (1/2) of Executive’s then Base Salary shall be paid to Executive as provided herein, subject to a maximum total payment of two years’ Base Salary. For the avoidance of doubt, in no event later than 60 days after circumstance shall Executive be entitled to payments under this Section 5(f) for an amount exceeding two years’ Base Salary. Notwithstanding the termination dateforegoing, Executive shall receive from Regional (inot be entitled to any further payment under this Section 5(f) an aggregate of $300,000 (minus applicable tax withholdings) to be paid this Agreement in substantially equal monthly installments over the Severance Period in accordance with event the normal payroll schedule of Regional; (ii) a lump sum an aggregate gross amount equal to one year’s Base Salary at Company and the then-current rate earned for Bank determine that year payable in monthly installments beginning on the first regular payroll period immediately following the end Executive has breached any of the Severance Period; (iii) Accrued Compensation within thirty (30) days after the Termination Date in a lump sum, including without limitation, a pro rata portion of any accrued but unpaid annual bonus for which performance goals have been achieved; (iv) the balance of any other benefits covenants set forth in Section 4(d) for twenty-four (24) months following termination, subject to the terms and conditions of such plans and programs; and (v) Executive’s unvested awards under Regional’s Equity Plans (whether such plans are in effect now or in the future) (if any) shall vest (as well as any unvested portion of the Inducement Grant), and shall be exercisable pursuant to the terms of the applicable Equity Plans and award agreement. For purposes 6 of this Section 6(c), “Severance Period” shall mean Agreement and include files an action to enforce the time remaining in the balance of the Term immediately prior to Termination. Anything herein to the contrary notwithstanding, the aforesaid general release shall, among such exceptions as may be agreed between covenants or gives Executive and Regional acting reasonably and in good faith, not release any a notice that a claim of Executive to be indemnified is being initiated under Section 7 hereof or which may not of this Agreement. Further, in such a proceeding, the Company and/or Bank shall seek, and Executive shall be waived liable to return to the Company and/or the Bank, any payments made to Executive under applicable law. In no event shall this Section 5 dating back to the failure to agree on the terms date of the general release within 60 days after any Termination work original breach. Executive must also execute a forfeiture of Release as provided in Section 5(e) as a condition precedent to the right entitlement to any payment which is subject to or receipt of such a general release but shall only delay any such payment until any dispute as to the terms of such release are resolved through subsequent arbitration or agreement between Executive and Regionalpayments made under this Section 5(f).

Termination Due to Change in Control. If Notwithstanding Section 6(b) to the Contrary, where Executive’s employment under this Agreement is terminated by Regional the Company without Cause or by the Executive for any reason other than for Cause Good Reason within one twelve (112) year months after a Change in Control, then, contingent upon Executive’s signing at that time a commercially reasonable general release that is acceptable to Regional and Executive, both acting reasonably and in good faith, which general release must be signed and become irrevocable in accordance with the general release but in no event later than 60 days after the termination date, then Executive shall receive from Regional the Accrued Obligations and, additionally, subject to Executive’s compliance with the requirements set forth 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 the following Change in Control severance benefits in lieu of (and not in addition to) the amounts otherwise payable to Executive under Section 6(b): (i) an aggregate A cash severance payment, payable on that day which is sixty (60) days after Executive’s termination of $300,000 employment, equal to the sum of: (minus applicable tax withholdings1) Three (3) times Executive’s Base Salary in effect at termination of employment; plus (2) Three (3) times the average Bonuses paid to Executive for the three (3) calendar years immediately preceding termination of employment (excluding any acceptance bonus under Section 5(d)(i)). If the foregoing three (3) calendar year period includes any year prior to the date Executive first became employed under this Agreement, then for averaging purposes, the Bonus to be paid used for any such calendar year shall be based on Executive’s Bonus target opportunity in substantially equal monthly installments over effect as of the Severance Period in accordance with the normal payroll schedule of Regional; Effective Date. (ii) a lump sum an aggregate gross amount equal Any stock option grants awarded to one year’s Base Salary at the then-current rate earned for Executive that year payable in monthly installments beginning on the first regular payroll period immediately following the end remain outstanding as of the Severance Period; date of termination shall immediately vest, if not previously vested, and shall remain exercisable for the remainder of the original term but not later than the 7th anniversary of the original date of grant. (iii) Accrued Compensation within thirty 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 (30) days after i.e., at 100%). Such vested awards shall be settled as provided in the Termination Date in a lump sum, including without limitation, a pro rata portion of any accrued but unpaid annual bonus for which performance goals have been achieved; underlying Performance Based Share award agreements. (iv) the balance of any other benefits set forth in Section 4(d) for twenty-four (24) months following termination, subject If Executive timely and properly elects continuation health care coverage pursuant to the terms Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay the COBRA premium required for Executive and conditions of such plans and programs; and (v) Executive’s unvested awards under Regional’s Equity Plans (whether such plans are in effect now or in the future) dependents (if any) shall vest 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 well as any unvested portion 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 2716 of the Inducement GrantPublic Health Service Act), and the Company instead shall be exercisable pursuant pay Executive, on the first day of each calendar month, a fully taxable cash payment equal to the terms of the applicable Equity Plans and award agreement. For purposes of this Section 6(c)COBRA Premiums for that month, “Severance Period” shall mean and include the time remaining in the balance of the Term immediately prior to Termination. Anything herein to the contrary notwithstanding, the aforesaid general release shall, among such exceptions as may be agreed between Executive and Regional acting reasonably and in good faith, not release any claim of Executive to be indemnified under Section 7 hereof or which may not be waived under applicable law. In no event shall the failure to agree on the terms of the general release within 60 days after any Termination work a forfeiture of the right to any payment which is subject to receipt of such a general release but shall only delay any such payment until any dispute as to the terms of such release are resolved through subsequent arbitration or agreement between Executive and Regionalapplicable tax withholdings.