Common use of Termination in Connection with a Change in Control Clause in Contracts

Termination in Connection with a Change in Control. In the event of Executive’s involuntary termination of employment for reasons other than Cause or a voluntary termination of employment for Good Reason occurring on or after a Change in Control, Executive shall be entitled to the following: (a) A lump sum cash payment equal to three (3) times the sum of: (i) Executive’s annual rate of base salary in effect on Executive’s date of termination or, if greater, Executive’s average annual base salary rate for the twelve (12) month period ending on the date of such termination, and (ii) the highest rate bonus paid during the three (3) years prior to Executive’s date of termination. Such amount shall be paid to Executive within thirty (30) days following Executive’s separation from service. (b) Life insurance coverage and non-taxable medical and dental coverage, at no cost to Executive, that is substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his date of termination. Such life insurance and non-taxable medical and dental coverage shall be provided by the Bank to the Executive for three (3) years following Executive’s separation from service. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the continued welfare benefits hereunder, such benefits are deemed illegal or subject to penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of welfare benefits (or the remainder of such amount) that the Executive is no longer permitted to receive in-kind. Such lump sum payment shall be required to be made no later than two and one-half (2.5) months following the Executive’s separation from service, or if later, within two and one-half (2.5) months following a determination that such payment would be illegal or subject to penalties. (c) Unpaid compensation and benefits, and unused vacation, accrued through the date of Executive’s termination of employment. Executive shall also be entitled to be reimbursed by the Bank for final expenses that Executive reasonably and necessarily incurred on behalf of the Bank prior to Executive’s termination of employment, provided that Executive submits expense reports and supporting documentation of such expenses in accordance with the Bank’s expense reimbursement policies in effect at that time. Such reimbursement payment or payments shall be made no later than the time required by applicable law (or, if earlier, by Bank or Company policy, practice or rule), but in no event later than the sixtieth (60th) day following Executive’s date of the termination. (d) Notwithstanding the foregoing, in no event shall any compensation payable to the Executive pursuant to the provisions of Section 5(a), (b) and (c) above that is subject to Code Section 409A be paid to the Executive unless and until the Executive has incurred a “separation from service” as defined in Code Section 409A and in regulations and guidance issued thereunder, unless such payment is required by applicable law. For purposes of this Agreement, a “separation from service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by Executive after his date of the termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunder, the definition of separation from service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). (e) Notwithstanding the foregoing, no compensation and benefits shall be payable pursuant to both Sections 4 and 5 of this Agreement.

Termination in Connection with a Change in Control. In the event of Executive’s involuntary termination of employment for reasons other than Cause or a voluntary termination of employment for Good Reason occurring on or after a Change in Control, Executive shall be entitled to the following: (a) A lump sum cash payment equal to three two (32) times the sum of: (i) Executive’s annual rate of base salary in effect on Executive’s date of termination or, if greater, Executive’s average annual base salary rate for the twelve (12) month period ending on the date of such termination, and (ii) the highest rate bonus paid during the three (3) years prior to Executive’s date of termination. Such amount shall be paid to Executive within thirty (30) days following Executive’s separation from service. (b) Life insurance coverage and non-taxable medical and dental coverage, at no cost to Executive, that is substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his date of termination. Such life insurance and non-taxable medical and dental coverage shall be provided by the Bank to the Executive for three two (32) years following Executive’s separation from service. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the continued welfare benefits hereunder, such benefits are deemed illegal or subject to penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of welfare benefits (or the remainder of such amount) that the Executive is no longer permitted to receive in-kind. Such lump sum payment shall be required to be made no later than two and one-half (2.5) months following the Executive’s separation from service, or if later, within two and one-half (2.5) months following a determination that such payment would be illegal or subject to penalties. (c) Unpaid compensation and benefits, and unused vacation, accrued through the date of Executive’s termination of employment. Executive shall also be entitled to be reimbursed by the Bank for final expenses that Executive reasonably and necessarily incurred on behalf of the Bank prior to Executive’s termination of employment, provided that Executive submits expense reports and supporting documentation of such expenses in accordance with the Bank’s expense reimbursement policies in effect at that time. Such reimbursement payment or payments shall be made no later than the time required by applicable law (or, if earlier, by Bank or Company policy, practice or rule), but in no event later than the sixtieth (60th) day following Executive’s date of the termination. (d) Notwithstanding the foregoing, in no event shall any compensation payable to the Executive pursuant to the provisions of Section 5(a), (b) and (c) above that is subject to Code Section 409A be paid to the Executive unless and until the Executive has incurred a “separation from service” as defined in Code Section 409A and in regulations and guidance issued thereunder, unless such payment is required by applicable law. For purposes of this Agreement, a “separation from service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by Executive after his date of the termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunder, the definition of separation from service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). (e) Notwithstanding the foregoing, no compensation and benefits shall be payable pursuant to both Sections 4 and 5 of this Agreement.

Termination in Connection with a Change in Control. In If the event of Executive’s involuntary termination of employment for reasons is terminated by AESC other than for Cause (i.e., without Cause) or a voluntary termination of the Executive terminates his employment for Good Reason, either following the occurrence of a Change in Control or prior to the occurrence of a Change in Control if it is reasonably demonstrated by the Executive that such termination or the event constituting Good Reason occurring on or after either (1) was at the request of a third party who has taken steps reasonably calculated to effect the Change in Control, or (2) otherwise arose in connection with or anticipation of the Change in Control, then, in lieu of the payments and benefits set forth in Section 8(b): (i) AESC shall pay to the Executive all Accrued Obligations in a lump sum in cash within thirty (30) days after the Date of Termination. (ii) The Executive shall be entitled to receive all benefits accrued by him as of the following:Date of Termination under all benefit plans and qualified and nonqualified retirement, pension, 401(k) and similar plans and arrangements of AESC, and the LTIP, in such manner and at such time as are provided under the terms of such plans and arrangements. (aiii) A AESC shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination an amount equal to three times the sum of the Executive’s (A) Base Salary (as in effect immediately prior to the Date of Termination, determined without regard to any decrease resulting in Good Reason) and (B) Target Bonus for the year in which the Date of Termination occurs. (iv) For three years from the Date of Termination, AESC shall either (A) arrange to provide the Executive and his dependents, at AESC’s cost, with life, disability, medical and dental coverage, whether insured or not insured, providing substantially similar benefits to those which the Executive and his dependents were receiving immediately prior to the Date of Termination, or (B) in lieu of providing such coverage, pay to the Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Executive to purchase equivalent benefits coverage referred to in clause (A). (v) In lieu of any benefits under Section 6(b), the Executive will be treated as fully vested under the SERP and, for purposes of determining the amount of the Executive’s benefits under the SERP, the Executive will be credited with a number of Years of Service equal to (A) the number of years that the Executive was employed by the AE Companies (rounded up or down to the nearest whole number) and (B) five additional Years of Service. (vi) All stock options and other equity awards including, without limitation, the Options and the Total Units shall vest on the Date of Termination (and all options shall thereupon become fully exercisable and the Total Units shall thereupon become payable), and all stock options shall continue to be exercisable for three (3) years after the Date of Termination; provided, however, that in no event shall such options be exercised later than the date of expiration of the options determined pursuant to the option award letters (determined as if the Executive’s employment with AESC had not terminated). (vii) The Executive shall be entitled to receive, within 30 days after the Date of Termination, a lump sum cash payment equal to three (3) times the sum of: (i) Executive’s annual rate Target Bonus for the year of base salary in effect on the Executive’s date of termination ortermination, if greater, Executive’s average annual base salary rate prorated for the twelve (12) month period ending on the date number of days in such termination, and (ii) the highest rate bonus paid during the three (3) years prior to Executive’s date of termination. Such amount shall be paid to Executive within thirty (30) days following Executive’s separation from service. (b) Life insurance coverage and non-taxable medical and dental coverage, at no cost to Executive, that is substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his date of termination. Such life insurance and non-taxable medical and dental coverage shall be provided by the Bank to the Executive for three (3) years following Executive’s separation from service. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the continued welfare benefits hereunder, such benefits are deemed illegal or subject to penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of welfare benefits (or the remainder of such amount) year that the Executive is no longer permitted to receive in-kind. Such lump sum payment shall be required to be made no later than two and one-half (2.5) months following the Executive’s separation from service, or if later, within two and one-half (2.5) months following a determination that such payment would be illegal or subject to penaltieswas employed with AESC. (c) Unpaid compensation and benefits, and unused vacation, accrued through the date of Executive’s termination of employment. Executive shall also be entitled to be reimbursed by the Bank for final expenses that Executive reasonably and necessarily incurred on behalf of the Bank prior to Executive’s termination of employment, provided that Executive submits expense reports and supporting documentation of such expenses in accordance with the Bank’s expense reimbursement policies in effect at that time. Such reimbursement payment or payments shall be made no later than the time required by applicable law (or, if earlier, by Bank or Company policy, practice or rule), but in no event later than the sixtieth (60th) day following Executive’s date of the termination. (d) Notwithstanding the foregoing, in no event shall any compensation payable to the Executive pursuant to the provisions of Section 5(a), (b) and (c) above that is subject to Code Section 409A be paid to the Executive unless and until the Executive has incurred a “separation from service” as defined in Code Section 409A and in regulations and guidance issued thereunder, unless such payment is required by applicable law. For purposes of this Agreement, a “separation from service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by Executive after his date of the termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunder, the definition of separation from service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). (e) Notwithstanding the foregoing, no compensation and benefits shall be payable pursuant to both Sections 4 and 5 of this Agreement.

Termination in Connection with a Change in Control. In the event of Executive’s involuntary termination of employment for reasons other than Cause (or due to Executive’s death or disability) or a voluntary termination of employment for Good Reason occurring on or after a Change in Control, Executive shall be entitled to the following: (a) A lump sum cash payment equal to three two (32) times the sum of: (i) Executive’s annual rate of base salary in effect on Executive’s date of termination or, if greater, Executive’s average annual base salary rate for the twelve (12) month period ending on the last day of the calendar month immediately prior to the date of such termination, and (ii) the highest rate bonus paid during the three (3) years prior to Executive’s date of termination. Such amount shall be paid to Executive within thirty sixty (3060) days following Executive’s separation from service. (b) Life insurance coverage and non-taxable medical and dental coverage, at no cost to Executive, that is substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his date of termination. Such life insurance and non-taxable medical and dental coverage shall be provided by the Bank to the Executive for three two (32) years following Executive’s separation from service, provided, however, that this sub-section is not intended to reduce the amount of time that Executive may obtain coverage at his own expense under the provision of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and comparable state law; except that Executive’s coverage for such period shall be counted against and deducted from the maximum COBRA period. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the continued welfare benefits hereunder, such benefits are deemed illegal or subject to penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of welfare benefits (or the remainder of such amount) that the Executive is no longer permitted to receive in-kind. Such lump sum payment shall be required to be made no later than two and one-half within sixty (2.560) months days following the Executive’s separation from service, or if later, within two and one-half sixty (2.560) months days following a determination that such payment would be illegal or subject to penalties. (c) Unpaid compensation and benefits, and unused vacation, accrued through the date of Executive’s termination of employment. Executive shall also be entitled to be reimbursed by the Bank for final expenses that Executive reasonably and necessarily incurred on behalf of the Bank prior to Executive’s termination of employment, provided that Executive submits expense reports and supporting documentation of such expenses in accordance with the Bank’s expense reimbursement policies in effect at that time. Such reimbursement payment or payments shall be made no later than the time required by applicable law (or, if earlier, by Bank or Company policy, practice or rule), but in no event later than the sixtieth (60th) day following Executive’s date of the termination. (d) Notwithstanding the foregoingpreceding paragraphs of this Section 5, in no event shall any compensation payable the aggregate payments or benefits to the be made or afforded to Executive pursuant to the provisions of Section 5(a), (b) and (c) above that is subject to Code Section 409A be paid to the Executive unless and until the Executive has incurred a “separation from service” as defined in Code Section 409A and in regulations and guidance issued thereunder, unless such payment is required by applicable law. For purposes of under this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of Executive that are contingent on a Change in Control (the “separation from serviceTermination Benefits”) constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code (“Code”) or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount”, as determined in accordance with said Section 280G. In the event a reduction is necessary, the Executive shall have occurred if be entitled to determine which benefits or payments shall be reduced or eliminated so the total parachute payments do not result in an excess parachute payment. If Executive does not make this determination within ten (10) business days after receiving a written request form the Bank (or by the time that benefits or payments are due hereunder, if later), the Bank may make such determination, and shall notify the Executive reasonably anticipate promptly thereof. In the event it is determined that either no further services will be performed by permitting the Executive after his date of the termination (whether as an employee or as an independent contractor) or the level Bank to make the determination regarding the form or manner of further services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunderreduction would violate Code Section 409A, the definition of separation from service such reduction shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii)made pro rata. (e) Notwithstanding the foregoing, no compensation and benefits shall be payable pursuant to both Sections 4 and 5 of this Agreement.

Termination in Connection with a Change in Control. In the event of Executive’s involuntary termination of employment for reasons other than Cause (or due to Executive’s death or disability) or a voluntary termination of employment for Good Reason occurring on or after a Change in Control, Executive shall be entitled to the following: (a) A lump sum cash payment equal to three one (31) times the sum of: (i) Executive’s annual rate of base salary in effect on Executive’s date of termination or, if greater, Executive’s average annual base salary rate for the twelve (12) month period ending on the last day of the calendar month immediately prior to the date of such termination, and (ii) the highest rate bonus paid during the three (3) years prior to Executive’s date of termination. Such amount shall be paid to Executive within thirty sixty (3060) days following Executive’s separation from service. (b) Life insurance coverage and non-taxable medical and dental coverage, at no cost to Executive, that is substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his date of termination. Such life insurance and non-taxable medical and dental coverage shall be provided by the Bank to the Executive for three one (31) years year following Executive’s separation from service, provided, however, that this sub-section is not intended to reduce the amount of time that Executive may obtain coverage at his own expense under the provision of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and comparable state law; except that Executive’s coverage for such period shall be counted against and deducted from the maximum COBRA period. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the continued welfare benefits hereunder, such benefits are deemed illegal or subject to penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of welfare benefits (or the remainder of such amount) that the Executive is no longer permitted to receive in-kind. Such lump sum payment shall be required to be made no later than two and one-half within sixty (2.560) months days following the Executive’s separation from service, or if later, within two and one-half sixty (2.560) months days following a determination that such payment would be illegal or subject to penalties. (c) Unpaid compensation and benefits, and unused vacation, accrued through the date of Executive’s termination of employment. Executive shall also be entitled to be reimbursed by the Bank for final expenses that Executive reasonably and necessarily incurred on behalf of the Bank prior to Executive’s termination of employment, provided that Executive submits expense reports and supporting documentation of such expenses in accordance with the Bank’s expense reimbursement policies in effect at that time. Such reimbursement payment or payments shall be made no later than the time required by applicable law (or, if earlier, by Bank or Company policy, practice or rule), but in no event later than the sixtieth (60th) day following Executive’s date of the termination. (d) Notwithstanding the foregoingpreceding paragraphs of this Section 5, in no event shall any compensation payable the aggregate payments or benefits to the be made or afforded to Executive pursuant to the provisions of Section 5(a), (b) and (c) above that is subject to Code Section 409A be paid to the Executive unless and until the Executive has incurred a “separation from service” as defined in Code Section 409A and in regulations and guidance issued thereunder, unless such payment is required by applicable law. For purposes of under this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of Executive that are contingent on a Change in Control (the “separation from serviceTermination Benefits”) constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code (“Code”) or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount”, as determined in accordance with said Section 280G. In the event a reduction is necessary, the Executive shall have occurred if be entitled to determine which benefits or payments shall be reduced or eliminated so the total parachute payments do not result in an excess parachute payment. If Executive does not make this determination within ten (10) business days after receiving a written request form the Bank (or by the time that benefits or payments are due hereunder, if later), the Bank may make such determination, and shall notify the Executive reasonably anticipate promptly thereof. In the event it is determined that either no further services will be performed by permitting the Executive after his date of the termination (whether as an employee or as an independent contractor) or the level Bank to make the determination regarding the form or manner of further services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunderreduction would violate Code Section 409A, the definition of separation from service such reduction shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii)made pro rata. (e) Notwithstanding the foregoing, no compensation and benefits shall be payable pursuant to both Sections 4 and 5 of this Agreement.

Termination in Connection with a Change in Control. In the event of Executive’s involuntary termination of employment for reasons other than Cause or a voluntary termination of employment for Good Reason occurring on or after a Change in Control, Executive shall be entitled to the following: (a) A lump sum cash payment equal to three two (32) times the sum of: Executive’s (i) Executive’s highest annual rate of base salary in effect on Executive’s date of termination or, if greater, Executive’s average highest annual rate of base salary rate for in effect at any time during the twelve twenty-four (1224) month period ending on the last day of the calendar month immediately prior to the date of such termination, and (ii) the highest rate annual cash bonus paid during or attributable to any year in the three two (32) years prior to Executive’s year period immediately preceding the date of terminationthe Change in Control. Such amount shall be paid to Executive within thirty sixty (3060) days following Executive’s separation from service. (b) Life insurance coverage and non-taxable medical and dental coverage, at no cost to Executive, that is substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his date of termination. Such life insurance and non-taxable medical and dental coverage shall be provided by the Bank to the Executive for three two (32) years following Executive’s separation from serviceservice and subject to the same terms and conditions (except as to Executive’s requirement to pay a portion of the cost) as the benefits provided under Section 4(b). Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the continued welfare benefits hereunder, such benefits are deemed illegal or subject to penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of welfare benefits (or the remainder of such amount) that the Executive is not permitted or no longer permitted to receive in-kind. Such lump sum payment shall be required to be made no later than two and one-half within sixty (2.560) months days following the Executive’s separation from service, or if later, within two and one-half sixty (2.560) months days following a determination that such payment (or remaining payments) would be illegal or subject the Executive or the Bank to penalties. (c) Unpaid Any unpaid compensation and benefits, and unused vacation, accrued through the date of Executive’s termination of employment. Executive shall also be entitled to be reimbursed by the Bank for final expenses that Executive reasonably and necessarily incurred on behalf of the Bank prior to Executive’s termination of employment, provided that Executive submits expense reports and supporting documentation of such expenses in accordance with the Bank’s expense reimbursement policies in effect at that time. Such reimbursement payment or payments shall be made no later than the time required by applicable law (or, if earlier, by Bank or Company policy, practice or rule), but in no event later than the sixtieth (60th) day following Executive’s date of the termination. (d) Notwithstanding the foregoing, in no event shall any compensation payable to the Executive pursuant to the provisions of Section 5(a), (b) and (c) above that is subject to Code Section 409A be paid to the Executive unless and until the Executive has incurred a “separation from service” as defined in Code Section 409A and in regulations and guidance issued thereunder, unless such payment is required by applicable law. For purposes of this Agreement, a “separation from service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by Executive after his date of the termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunder, the definition of separation from service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). (e) Notwithstanding the foregoing, no compensation and benefits shall be payable pursuant to both Sections 4 and 5 of this Agreement.

Termination in Connection with a Change in Control. In the event of Executive’s involuntary termination of employment for reasons other than Cause (or due to Executive’s death or disability) or a voluntary termination of employment for Good Reason occurring on or after a Change in Control, Executive shall be entitled to the following: (a) A lump sum cash payment equal to three (3) one times the sum of: (i) Executive’s annual rate of base salary in effect on Executive’s date of termination or, if greater, Executive’s average annual base salary rate for the twelve (12) month period ending on the last day of the calendar month immediately prior to the date of such termination, and (ii) the highest rate bonus paid during the three (3) years prior to Executive’s date of termination. Such amount shall be paid to Executive within thirty sixty (3060) days following Executive’s separation from service. (b) Life insurance coverage and non-taxable medical and dental coverage, at no cost to Executive, that is substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his date of termination. Such life insurance and non-taxable medical and dental coverage shall be provided by the Bank to the Executive for three one (31) years year following Executive’s separation from service, provided, however, that this sub-section is not intended to reduce the amount of time that Executive may obtain coverage at his own expense under the provision of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and comparable state law; except that Executive’s coverage for such period shall be counted against and deducted from the maximum COBRA period. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the continued welfare benefits hereunder, such benefits are deemed illegal or subject to penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of welfare benefits (or the remainder of such amount) that the Executive is no longer permitted to receive in-kind. Such lump sum payment shall be required to be made no later than two and one-half within sixty (2.560) months days following the Executive’s separation from service, or if later, within two and one-half sixty (2.560) months days following a determination that such payment would be illegal or subject to penalties. (c) Unpaid compensation and benefits, and unused vacation, accrued through the date of Executive’s termination of employment. Executive shall also be entitled to be reimbursed by the Bank for final expenses that Executive reasonably and necessarily incurred on behalf of the Bank prior to Executive’s termination of employment, provided that Executive submits expense reports and supporting documentation of such expenses in accordance with the Bank’s expense reimbursement policies in effect at that time. Such reimbursement payment or payments shall be made no later than the time required by applicable law (or, if earlier, by Bank or Company policy, practice or rule), but in no event later than the sixtieth (60th) day following Executive’s date of the termination. (d) Notwithstanding the foregoingpreceding paragraphs of this Section 5, in no event shall any compensation payable the aggregate payments or benefits to the be made or afforded to Executive pursuant to the provisions of Section 5(a), (b) and (c) above that is subject to Code Section 409A be paid to the Executive unless and until the Executive has incurred a “separation from service” as defined in Code Section 409A and in regulations and guidance issued thereunder, unless such payment is required by applicable law. For purposes of under this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of Executive that are contingent on a Change in Control (the “separation from serviceTermination Benefits”) constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code (“Code”) or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount”, as determined in accordance with said Section 280G. In the event a reduction is necessary, the Executive shall have occurred if be entitled to determine which benefits or payments shall be reduced or eliminated so the total parachute payments do not result in an excess parachute payment. If Executive does not make this determination within 10 business days after receiving a written request form the Bank (or by the time that benefits or payments are due hereunder, if later), the Bank may make such determination, and shall notify the Executive reasonably anticipate promptly thereof. In the event it is determined that either no further services will be performed by permitting the Executive after his date of the termination (whether as an employee or as an independent contractor) or the level Bank to make the determination regarding the form or manner of further services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunderreduction would violate Code Section 409A, the definition of separation from service such reduction shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii)made pro rata. (e) Notwithstanding the foregoing, no compensation and benefits shall be payable pursuant to both Sections 4 and 5 of this Agreement.

Termination in Connection with a Change in Control. In the event of Executive’s 's involuntary termination of employment for reasons other than Cause (or due to Executive's death or disability) or a voluntary termination of employment for Good Reason occurring on or after a Change in Control, Executive shall be entitled to the following: (a) A lump sum cash payment equal to three one (31) times the sum of: of (i) Executive’s 's annual rate of base salary in effect on Executive’s 's date of termination or, if greater, Executive’s 's average annual base salary rate for the twelve (12) month period ending on the last day of the calendar month immediately prior to the date of such termination, termination and (ii) the one (1) times Executive's highest rate annual cash bonus paid during or attributable to either of the three prior two (32) years prior to Executive’s date of terminationcalendar years. Such amount shall be paid to Executive within thirty sixty (3060) days following Executive’s 's "separation from service," as defined for purposes of Section 409A of the Internal Revenue Code ("Code"). (b) Life insurance coverage and non-taxable medical and dental coverage, at no cost to Executive, that is substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his her date of termination. Such life insurance and non-taxable medical and dental coverage shall be provided by the Bank to the Executive for three one (31) years year following Executive’s 's separation from service, provided, however, that this sub-section is not intended to reduce the amount of time that Executive may obtain coverage at her own expense under the provision of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") and comparable state law; except that Executive's coverage for such period shall be counted against and deducted from the maximum COBRA period. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the continued welfare benefits hereunder, such benefits are deemed illegal or subject to penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of welfare benefits (or the remainder of such amount) that the Executive is not permitted or no longer permitted to receive in-kind. Such lump sum payment shall be required to be made no later than two and one-half within sixty (2.560) months days following the Executive’s 's separation from service, or if later, within two and one-half sixty (2.560) months days following a determination that such payment (or remaining payments) would be illegal or subject the Executive or the Bank to penalties. (c) Unpaid Any unpaid compensation and benefits, and unused vacation, accrued through the date of Executive’s 's termination of employment. Executive shall also be entitled to be reimbursed by the Bank for final expenses that Executive reasonably and necessarily incurred on behalf of the Bank prior to Executive’s 's termination of employment, provided that Executive submits expense reports and supporting documentation of such expenses in accordance with the Bank’s 's expense reimbursement policies in effect at that time. Such reimbursement payment or payments shall be made no later than the time required by applicable law (or, if earlier, by Bank or Company policy, practice or rule), but in no event later than the sixtieth (60th) day following Executive’s 's date of the termination. (d) Notwithstanding the foregoingpreceding paragraphs of this Section 5, in no event shall any compensation payable the aggregate payments or benefits to the be made or afforded to Executive pursuant to the provisions of Section 5(a), (b) and (c) above that is subject to Code Section 409A be paid to the Executive unless and until the Executive has incurred a “separation from service” as defined in Code Section 409A and in regulations and guidance issued thereunder, unless such payment is required by applicable law. For purposes of under this Agreement, either as a “separation stand-alone benefit or when aggregated with other payments to, or for the benefit of Executive that are contingent on a Change in Control (the "Termination Benefits") constitute an "excess parachute payment" under Code Section 280G or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G. In the event a reduction is necessary, the Executive shall be entitled to determine which benefits or payments shall be reduced or eliminated so the total parachute payments do not result in an excess parachute payment. If Executive does not make this determination within 10 business days after receiving a written request from service” shall have occurred if the Bank (or by the time that benefits or payments are due hereunder, if later), the Bank may make such determination, and shall notify the Executive reasonably anticipate promptly thereof. In the event it is determined that either no further services will be performed by permitting the Executive after his date of the termination (whether as an employee or as an independent contractor) or the level Bank to make the determination regarding the form or manner of further services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunderreduction would violate Code Section 409A, the definition of separation from service such reduction shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii)made pro rata. (e) Notwithstanding the foregoing, no compensation and benefits shall be payable pursuant to both Sections 4 and 5 of this Agreement.

Termination in Connection with a Change in Control. In the event of Executive’s involuntary termination of employment for reasons other than Cause (or due to Executive’s death or disability) or a voluntary termination of employment for Good Reason occurring on or after a Change in Control, Executive shall be entitled to the following: (a) A lump sum cash payment equal to three one (31) times the sum of: of (i) Executive’s annual rate of base salary in effect on Executive’s date of termination or, if greater, Executive’s average annual base salary rate for the twelve (12) month period ending on the last day of the calendar month immediately prior to the date of such termination, termination and (ii) the one (1) times Executive’s highest rate annual cash bonus paid during or attributable to either of the three prior two (32) years prior to Executive’s date of terminationcalendar years. Such amount shall be paid to Executive within thirty sixty (3060) days following Executive’s “separation from service,” as defined for purposes of Section 409A of the Internal Revenue Code (“Code”). (b) Life insurance coverage and non-taxable medical and dental coverage, at no cost to Executive, that is substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his date of termination. Such life insurance and non-taxable medical and dental coverage shall be provided by the Bank to the Executive for three one (31) years year following Executive’s separation from service, provided, however, that this sub-section is not intended to reduce the amount of time that Executive may obtain coverage at his own expense under the provision of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and comparable state law; except that Executive’s coverage for such period shall be counted against and deducted from the maximum COBRA period. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the continued welfare benefits hereunder, such benefits are deemed illegal or subject to penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of welfare benefits (or the remainder of such amount) that the Executive is not permitted or no longer permitted to receive in-kind. Such lump sum payment shall be required to be made no later than two and one-half within sixty (2.560) months days following the Executive’s separation from service, or if later, within two and one-half sixty (2.560) months days following a determination that such payment (or remaining payments) would be illegal or subject the Executive or the Bank to penalties. (c) Unpaid Any unpaid compensation and benefits, and unused vacation, accrued through the date of Executive’s termination of employment. Executive shall also be entitled to be reimbursed by the Bank for final expenses that Executive reasonably and necessarily incurred on behalf of the Bank prior to Executive’s termination of employment, provided that Executive submits expense reports and supporting documentation of such expenses in accordance with the Bank’s expense reimbursement policies in effect at that time. Such reimbursement payment or payments shall be made no later than the time required by applicable law (or, if earlier, by Bank or Company policy, practice or rule), but in no event later than the sixtieth (60th) day following Executive’s date of the termination. (d) Notwithstanding the foregoingpreceding paragraphs of this Section 5, in no event shall any compensation payable the aggregate payments or benefits to the be made or afforded to Executive pursuant to the provisions of Section 5(a), (b) and (c) above that is subject to Code Section 409A be paid to the Executive unless and until the Executive has incurred a “separation from service” as defined in Code Section 409A and in regulations and guidance issued thereunder, unless such payment is required by applicable law. For purposes of under this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of Executive that are contingent on a Change in Control (the “separation Termination Benefits”) constitute an “excess parachute payment” under Code Section 280G or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount”, as determined in accordance with said Section 280G. In the event a reduction is necessary, the Executive shall be entitled to determine which benefits or payments shall be reduced or eliminated so the total parachute payments do not result in an excess parachute payment. If Executive does not make this determination within ten (10) business days after receiving a written request from service” shall have occurred if the Bank (or by the time that benefits or payments are due hereunder, if later), the Bank may make such determination, and shall notify the Executive reasonably anticipate promptly thereof. In the event it is determined that either no further services will be performed by permitting the Executive after his date of the termination (whether as an employee or as an independent contractor) or the level Bank to make the determination regarding the form or manner of further services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunderreduction would violate Code Section 409A, the definition of separation from service such reduction shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii)made pro rata. (e) Notwithstanding the foregoing, no compensation and benefits shall be payable pursuant to both Sections 4 and 5 of this Agreement.

Termination in Connection with a Change in Control. In the event of Executive’s involuntary termination of employment for reasons other than Cause or a voluntary termination of employment for Good Reason occurring on or after a Change in Control, Executive shall be entitled to the following: (a) A lump sum cash payment equal to three two (32.0) times the sum of: (i) Executive’s annual rate of base salary in effect on Executive’s date of termination or, if greater, Executive’s average annual base salary rate for the twelve (12) month period ending on the last day of the calendar month immediately prior to the date of such termination, and (ii) the highest rate bonus paid during the three (3) years prior to Executive’s date of termination. Such amount shall be paid to Executive within thirty sixty (3060) days following Executive’s separation from service. (b) Life insurance coverage and non-taxable medical and dental coverage, at no cost to Executive, that is substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his date of termination. Such life insurance and non-taxable medical and dental coverage shall be provided by the Bank to the Executive for three two (32) years following Executive’s separation from serviceservice and subject to the same terms and conditions as the benefits provided under Section 4(b). Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the continued welfare benefits hereunder, such benefits are deemed illegal or subject to penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of welfare benefits (or the remainder of such amount) that the Executive is no longer permitted to receive in-kind. Such lump sum payment shall be required to be made no later than two and one-half within sixty (2.560) months days following the Executive’s separation from service, or if later, within two and one-half sixty (2.560) months days following a determination that such payment would be illegal or subject to penalties. (c) Unpaid compensation and benefits, and unused vacation, accrued through the date of Executive’s termination of employment. Executive shall also be entitled to be reimbursed by the Bank for final expenses that Executive reasonably and necessarily incurred on behalf of the Bank prior to Executive’s termination of employment, provided that Executive submits expense reports and supporting documentation of such expenses in accordance with the Bank’s expense reimbursement policies in effect at that time. Such reimbursement payment or payments shall be made no later than the time required by applicable law (or, if earlier, by Bank or Company policy, practice or rule), but in no event later than the sixtieth (60th) day following Executive’s date of the termination. (d) Notwithstanding the foregoing, in no event shall any compensation payable to the Executive pursuant to the provisions of Section 5(a), (b) and (c) above that is subject to Code Section 409A be paid to the Executive unless and until the Executive has incurred a “separation from service” as defined in Code Section 409A and in regulations and guidance issued thereunder, unless such payment is required by applicable law. For purposes of this Agreement, a “separation from service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by Executive after his date of the termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunder, the definition of separation from service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). (e) Notwithstanding the foregoing, no compensation and benefits shall be payable pursuant to both Sections 4 and 5 of this Agreement.

Termination in Connection with a Change in Control. In the event of Executive’s involuntary termination of employment for reasons other than Cause or a voluntary termination of employment for Good Reason occurring on or after a Change in Control, Executive shall be entitled to the following: (a) A lump sum cash payment equal to three two and nine-tenths (32.9) times the sum of: (i) Executive’s annual rate of base salary in effect on Executive’s date of termination or, if greater, Executive’s average annual base salary rate for the twelve (12) month period ending on the last day of the calendar month immediately prior to the date of such termination, and (ii) the highest rate bonus paid during the three (3) years prior to Executive’s date of termination. Such amount shall be paid to Executive within thirty sixty (3060) days following Executive’s separation from service. (b) Life insurance coverage and non-taxable medical and dental coverage, at no cost to Executive, that is substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his date of termination. Such life insurance and non-taxable medical and dental coverage shall be provided by the Bank to the Executive for three (3) years following Executive’s separation from serviceservice and subject to the same terms and conditions as the benefits provided under Section 4(b). Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the continued welfare benefits hereunder, such benefits are deemed illegal or subject to penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of welfare benefits (or the remainder of such amount) that the Executive is no longer permitted to receive in-kind. Such lump sum payment shall be required to be made no later than two and one-half within sixty (2.560) months days following the Executive’s separation from service, or if later, within two and one-half sixty (2.560) months days following a determination that such payment would be illegal or subject to penalties. (c) Unpaid compensation and benefits, and unused vacation, accrued through the date of Executive’s termination of employment. Executive shall also be entitled to be reimbursed by the Bank for final expenses that Executive reasonably and necessarily incurred on behalf of the Bank prior to Executive’s termination of employment, provided that Executive submits expense reports and supporting documentation of such expenses in accordance with the Bank’s expense reimbursement policies in effect at that time. Such reimbursement payment or payments shall be made no later than the time required by applicable law (or, if earlier, by Bank or Company policy, practice or rule), but in no event later than the sixtieth (60th) day following Executive’s date of the termination. (d) Notwithstanding the foregoing, in no event shall any compensation payable to the Executive pursuant to the provisions of Section 5(a), (b) and (c) above that is subject to Code Section 409A be paid to the Executive unless and until the Executive has incurred a “separation from service” as defined in Code Section 409A and in regulations and guidance issued thereunder, unless such payment is required by applicable law. For purposes of this Agreement, a “separation from service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by Executive after his date of the termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunder, the definition of separation from service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). (e) Notwithstanding the foregoing, no compensation and benefits shall be payable pursuant to both Sections 4 and 5 of this Agreement.

Termination in Connection with a Change in Control. In If the event of Executive’s involuntary termination of employment for reasons is terminated by AESC other than for Cause (i.e., without Cause) or a voluntary termination of the Executive terminates his employment for Good Reason, either following the occurrence of a Change in Control or prior to the occurrence of a Change in Control if it is reasonably demonstrated by the Executive that such termination or the event constituting Good Reason occurring on or after either (1) was at the request of a third party who has taken steps reasonably calculated to effect the Change in Control, or (2) otherwise arose in connection with or anticipation of the Change in Control, then, in lieu of the payments and benefits set forth in Section 8(b): (i) AESC shall pay to the Executive all Accrued Obligations in a lump sum in cash within thirty (30) days after the Date of Termination. (ii) The Executive shall be entitled to receive all benefits accrued by him as of the following:Date of Termination under all benefit plans and qualified and nonqualified retirement, pension, 401(k) and similar plans and arrangements of AESC, and the LTIP, in such manner and at such time as are provided under the terms of such plans and arrangements. (aiii) A AESC shall pay to the Executive in a lump sum in cash within thirty (30) days after the Date of Termination an amount equal to three times the sum of the Executive’s (A) Base Salary (as in effect immediately prior to the Date of Termination, determined without regard to any decrease resulting in Good Reason) and (B) Target Bonus for the year in which the Date of Termination occurs. (iv) For three years from the Date of Termination, AESC shall either (A) arrange to provide the Executive and his dependents, at AESC’s cost, with life, disability, medical and dental coverage, whether insured or not insured, providing substantially similar benefits to those which the Executive and his dependents were receiving immediately prior to the Date of Termination, or (B) in lieu of providing such coverage, pay to the Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for the Executive to purchase equivalent benefits coverage referred to in clause (A). (v) In lieu of any benefits under Section 6(c), the Executive will be treated as fully vested under the SERP and, for purposes of determining the amount of the Executive’s benefits under the SERP, the Executive will be credited with a number of Years of Service equal to two times the sum of (A) the number of years that the Executive was employed by the AE Companies (rounded up or down to the nearest whole number) and (B) two; provided, however, that in no event shall the Executive be credited with more than ten (10) Years of Service. (vi) All stock options and other equity awards including, without limitation, the Options and the Total Units shall vest on the Date of Termination (and all options shall thereupon become fully exercisable and the Total Units shall thereupon become payable), and all stock options shall continue to be exercisable for three (3) years after the Date of Termination; provided, however, that in no event shall such options be exercised later than the date of expiration of the options determined pursuant to the option award letters (determined as if the Executive’s employment with AESC had not terminated). (vii) The Executive shall be entitled to receive a prompt lump sum cash payment equal to three (3) times the sum of: (i) Executive’s annual rate Target Bonus for the year of base salary in effect on the Executive’s date of termination ortermination, if greater, Executive’s average annual base salary rate pro-rated for the twelve (12) month period ending on the date number of days in such termination, and (ii) the highest rate bonus paid during the three (3) years prior to Executive’s date of termination. Such amount shall be paid to Executive within thirty (30) days following Executive’s separation from service. (b) Life insurance coverage and non-taxable medical and dental coverage, at no cost to Executive, that is substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his date of termination. Such life insurance and non-taxable medical and dental coverage shall be provided by the Bank to the Executive for three (3) years following Executive’s separation from service. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the continued welfare benefits hereunder, such benefits are deemed illegal or subject to penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of welfare benefits (or the remainder of such amount) year that the Executive is no longer permitted to receive in-kind. Such lump sum payment shall be required to be made no later than two and one-half (2.5) months following the Executive’s separation from service, or if later, within two and one-half (2.5) months following a determination that such payment would be illegal or subject to penaltieswas employed with AESC. (c) Unpaid compensation and benefits, and unused vacation, accrued through the date of Executive’s termination of employment. Executive shall also be entitled to be reimbursed by the Bank for final expenses that Executive reasonably and necessarily incurred on behalf of the Bank prior to Executive’s termination of employment, provided that Executive submits expense reports and supporting documentation of such expenses in accordance with the Bank’s expense reimbursement policies in effect at that time. Such reimbursement payment or payments shall be made no later than the time required by applicable law (or, if earlier, by Bank or Company policy, practice or rule), but in no event later than the sixtieth (60th) day following Executive’s date of the termination. (d) Notwithstanding the foregoing, in no event shall any compensation payable to the Executive pursuant to the provisions of Section 5(a), (b) and (c) above that is subject to Code Section 409A be paid to the Executive unless and until the Executive has incurred a “separation from service” as defined in Code Section 409A and in regulations and guidance issued thereunder, unless such payment is required by applicable law. For purposes of this Agreement, a “separation from service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by Executive after his date of the termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunder, the definition of separation from service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). (e) Notwithstanding the foregoing, no compensation and benefits shall be payable pursuant to both Sections 4 and 5 of this Agreement.

Termination in Connection with a Change in Control. In the event of Executive’s 's involuntary termination of employment for reasons other than Cause or a voluntary termination of employment for Good Reason occurring on or after a Change in Control, Executive shall be entitled to the following: (a) A lump sum cash payment equal to three (3) times the sum of: (i) Executive’s 's annual rate of base salary in effect on Executive’s 's date of termination or, if greater, Executive’s 's average annual base salary rate for the twelve (12) month period ending on the date of such termination, and (ii) the highest rate bonus paid during the three (3) years prior to Executive’s 's date of termination. Such amount shall be paid to Executive within thirty (30) days following Executive’s 's separation from service. (b) Life insurance coverage and non-taxable medical and dental coverage, at no cost to Executive, that is substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his date of termination. Such life insurance and non-taxable medical and dental coverage shall be provided by the Bank to the Executive for three (3) years following Executive’s 's separation from service. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the continued welfare benefits hereunder, such benefits are deemed illegal or subject to penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of welfare benefits (or the remainder of such amount) that the Executive is no longer permitted to receive in-kind. Such lump sum payment shall be required to be made no later than two and one-half (2.5) months following the Executive’s 's separation from service, or if later, within two and one-half (2.5) months following a determination that such payment would be illegal or subject to penalties. (c) Unpaid compensation and benefits, and unused vacation, accrued through the date of Executive’s 's termination of employment. Executive shall also be entitled to be reimbursed by the Bank for final expenses that Executive reasonably and necessarily incurred on behalf of the Bank prior to Executive’s 's termination of employment, provided that Executive submits expense reports and supporting documentation of such expenses in accordance with the Bank’s 's expense reimbursement policies in effect at that time. Such reimbursement payment or payments shall be made no later than the time required by applicable law (or, if earlier, by Bank or Company policy, practice or rule), but in no event later than the sixtieth (60th) day following Executive’s 's date of the termination. (d) Notwithstanding the foregoing, in no event shall any compensation payable to the Executive pursuant to the provisions of Section 5(a), (b) and (c) above that is subject to Code Section 409A be paid to the Executive unless and until the Executive has incurred a “"separation from service” " as defined in Code Section 409A and in regulations and guidance issued thereunder, unless such payment is required by applicable law. For purposes of this Agreement, a “"separation from service” " shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by Executive after his date of the termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunder, the definition of separation from service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). (e) Notwithstanding the foregoing, no compensation and benefits shall be payable pursuant to both Sections 4 and 5 of this Agreement.

Termination in Connection with a Change in Control. In the event of Executive’s involuntary termination of employment for reasons other than Cause (or due to Executive’s death or disability) or a voluntary termination of employment for Good Reason occurring on or after a Change in Control, Executive shall be entitled to the following: (a) A lump sum cash payment equal to three two (32) times the sum of: of (i) Executive’s annual rate of base salary in effect on Executive’s date of termination or, if greater, Executive’s average annual base salary rate for the twelve (12) month period ending on the last day of the calendar month immediately prior to the date of such termination, termination and (ii) the one times Executive’s highest rate annual cash bonus paid during or attributable to either of the three prior two (32) years prior to Executive’s date of terminationcalendar years. Such amount shall be paid to Executive within thirty sixty (3060) days following Executive’s “separation from service,” as defined for purposes of Section 409A of the Internal Revenue Code (“Code”). (b) Life insurance coverage and non-taxable medical and dental coverage, at no cost to Executive, that is substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his date of termination. Such life insurance and non-taxable medical and dental coverage shall be provided by the Bank to the Executive for three two (32) years following Executive’s separation from service, provided, however, that this sub-section is not intended to reduce the amount of time that Executive may obtain coverage at his own expense under the provision of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and comparable state law; except that Executive’s coverage for such period shall be counted against and deducted from the maximum COBRA period. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the continued welfare benefits hereunder, such benefits are deemed illegal or subject to penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of welfare benefits (or the remainder of such amount) that the Executive is not permitted or no longer permitted to receive in-kind. Such lump sum payment shall be required to be made no later than two and one-half within sixty (2.560) months days following the Executive’s separation from service, or if later, within two and one-half sixty (2.560) months days following a determination that such payment (or remaining payments) would be illegal or subject the Executive or the Bank to penalties. (c) Unpaid Any unpaid compensation and benefits, and unused vacation, accrued through the date of Executive’s termination of employment. Executive shall also be entitled to be reimbursed by the Bank for final expenses that Executive reasonably and necessarily incurred on behalf of the Bank prior to Executive’s termination of employment, provided that Executive submits expense reports and supporting documentation of such expenses in accordance with the Bank’s expense reimbursement policies in effect at that time. Such reimbursement payment or payments shall be made no later than the time required by applicable law (or, if earlier, by Bank or Company policy, practice or rule), but in no event later than the sixtieth (60th) day following Executive’s date of the termination. (d) Notwithstanding the foregoingpreceding paragraphs of this Section 5, in no event shall any compensation payable the aggregate payments or benefits to the be made or afforded to Executive pursuant to the provisions of Section 5(a), (b) and (c) above that is subject to Code Section 409A be paid to the Executive unless and until the Executive has incurred a “separation from service” as defined in Code Section 409A and in regulations and guidance issued thereunder, unless such payment is required by applicable law. For purposes of under this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of Executive that are contingent on a Change in Control (the “separation Termination Benefits”) constitute an “excess parachute payment” under Code Section 280G or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount”, as determined in accordance with said Section 280G. In the event a reduction is necessary, the Executive shall be entitled to determine which benefits or payments shall be reduced or eliminated so the total parachute payments do not result in an excess parachute payment. If Executive does not make this determination within ten (10) business days after receiving a written request from service” shall have occurred if the Bank (or by the time that benefits or payments are due hereunder, if later), the Bank may make such determination, and shall notify the Executive reasonably anticipate promptly thereof. In the event it is determined that either no further services will be performed by permitting the Executive after his date of the termination (whether as an employee or as an independent contractor) or the level Bank to make the determination regarding the form or manner of further services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunderreduction would violate Code Section 409A, the definition of separation from service such reduction shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii)made pro rata. (e) Notwithstanding the foregoing, no compensation and benefits shall be payable pursuant to both Sections 4 and 5 of this Agreement.

Termination in Connection with a Change in Control. In the event of Executive’s involuntary termination of employment for reasons other than Cause or a voluntary termination of employment for Good Reason occurring on or after a Change in Control, Executive shall be entitled to the following: (a) A lump sum cash payment equal to three (3) times the sum of: Executive’s (i) Executive’s highest annual rate of base salary in effect on Executive’s date of termination or, if greater, Executive’s average highest annual rate of base salary rate for the twelve twenty-four (1224) month period ending on the last day of the calendar month immediately prior to the date of such termination, and (ii) the highest rate annual cash bonus paid during or attributable to any year in the three (3) years prior to Executive’s year period immediately preceding the date of terminationthe Change in Control. Such amount shall be paid to Executive within thirty sixty (3060) days following Executive’s separation from service. (b) Life insurance coverage and non-taxable medical and dental coverage, at no cost to Executive, that is substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his date of termination. Such life insurance and non-taxable medical and dental coverage shall be provided by the Bank to the Executive for three (3) years following Executive’s separation from serviceservice and subject to the same terms and conditions (except as to Executive’s requirement to pay a portion of the cost) as the benefits provided under Section 4(b). Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the continued welfare benefits hereunder, such benefits are deemed illegal or subject to penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of welfare benefits (or the remainder of such amount) that the Executive is not permitted or no longer permitted to receive in-kind. Such lump sum payment shall be required to be made no later than two and one-half within sixty (2.560) months days following the Executive’s separation from service, or if later, within two and one-half sixty (2.560) months days following a determination that such payment (or remaining payments) would be illegal or subject the Executive or the Bank to penalties. (c) Unpaid Any unpaid compensation and benefits, and unused vacation, accrued through the date of Executive’s termination of employment. Executive shall also be entitled to be reimbursed by the Bank for final expenses that Executive reasonably and necessarily incurred on behalf of the Bank prior to Executive’s termination of employment, provided that Executive submits expense reports and supporting documentation of such expenses in accordance with the Bank’s expense reimbursement policies in effect at that time. Such reimbursement payment or payments shall be made no later than the time required by applicable law (or, if earlier, by Bank or Company policy, practice or rule), but in no event later than the sixtieth (60th) day following Executive’s date of the termination. (d) Notwithstanding the foregoing, in no event shall any compensation payable to the Executive pursuant to the provisions of Section 5(a), (b) and (c) above that is subject to Code Section 409A be paid to the Executive unless and until the Executive has incurred a “separation from service” as defined in Code Section 409A and in regulations and guidance issued thereunder, unless such payment is required by applicable law. For purposes of this Agreement, a “separation from service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by Executive after his date of the termination (whether as an employee or as an independent contractor) or the level of further services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunder, the definition of separation from service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). (e) Notwithstanding the foregoing, no compensation and benefits shall be payable pursuant to both Sections 4 and 5 of this Agreement.

Termination in Connection with a Change in Control. In the event of Executive’s involuntary termination of employment for reasons other than Cause (or due to Executive’s death or disability) or a voluntary termination of employment for Good Reason occurring on or after a Change in Control, Executive shall be entitled to the following: (a) A lump sum cash payment equal to three (3) one and one-half times the sum of: (i) Executive’s annual rate of base salary in effect on Executive’s date of termination or, if greater, Executive’s average annual base salary rate for the twelve (12) month period ending on the last day of the calendar month immediately prior to the date of such termination, and (ii) the highest rate bonus paid during the three (3) years prior to Executive’s date of termination. Such amount shall be paid to Executive within thirty sixty (3060) days following Executive’s separation from service. (b) Life insurance coverage and non-taxable medical and dental coverage, at no cost to Executive, that is substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his date of termination. Such life insurance and non-taxable medical and dental coverage shall be provided by the Bank to the Executive for three (3) 1.5 years following Executive’s separation from service, provided, however, that this sub-section is not intended to reduce the amount of time that Executive may obtain coverage at his own expense under the provision of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and comparable state law; except that Executive’s coverage for such period shall be counted against and deducted from the maximum COBRA period. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the continued welfare benefits hereunder, such benefits are deemed illegal or subject to penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of welfare benefits (or the remainder of such amount) that the Executive is no longer permitted to receive in-kind. Such lump sum payment shall be required to be made no later than two and one-half within sixty (2.560) months days following the Executive’s separation from service, or if later, within two and one-half sixty (2.560) months days following a determination that such payment would be illegal or subject to penalties. (c) Unpaid compensation and benefits, and unused vacation, accrued through the date of Executive’s termination of employment. Executive shall also be entitled to be reimbursed by the Bank for final expenses that Executive reasonably and necessarily incurred on behalf of the Bank prior to Executive’s termination of employment, provided that Executive submits expense reports and supporting documentation of such expenses in accordance with the Bank’s expense reimbursement policies in effect at that time. Such reimbursement payment or payments shall be made no later than the time required by applicable law (or, if earlier, by Bank or Company policy, practice or rule), but in no event later than the sixtieth (60th) day following Executive’s date of the termination. (d) Notwithstanding the foregoingpreceding paragraphs of this Section 5, in no event shall any compensation payable the aggregate payments or benefits to the be made or afforded to Executive pursuant to the provisions of Section 5(a), (b) and (c) above that is subject to Code Section 409A be paid to the Executive unless and until the Executive has incurred a “separation from service” as defined in Code Section 409A and in regulations and guidance issued thereunder, unless such payment is required by applicable law. For purposes of under this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of Executive that are contingent on a Change in Control (the “separation from serviceTermination Benefits”) constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code (“Code”) or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount”, as determined in accordance with said Section 280G. In the event a reduction is necessary, the Executive shall have occurred if be entitled to determine which benefits or payments shall be reduced or eliminated so the total parachute payments do not result in an excess parachute payment. If Executive does not make this determination within 10 business days after receiving a written request form the Bank (or by the time that benefits or payments are due hereunder, if later), the Bank may make such determination, and shall notify the Executive reasonably anticipate promptly thereof. In the event it is determined that either no further services will be performed by permitting the Executive after his date of the termination (whether as an employee or as an independent contractor) or the level Bank to make the determination regarding the form or manner of further services performed is less than fifty (50) percent of the average level of bona fide services in the thirty-six (36) months immediately preceding the termination. For all purposes hereunderreduction would violate Code Section 409A, the definition of separation from service such reduction shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii)made pro rata. (e) Notwithstanding the foregoing, no compensation and benefits shall be payable pursuant to both Sections 4 and 5 of this Agreement.