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

Termination in Connection with a Change in Control. a. For purposes of this Agreement, a “Change in Control” shall be deemed to occur on the earliest of: i. The acquisition by any entity, person or group (other than the acquisition by a tax-qualified retirement plan sponsored by Bancorp or the Bank) of beneficial ownership, as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, of more than 25% of the outstanding capital stock of Bancorp or the Bank entitled to vote for the election of directors (“Voting Stock”); ii. The commencement by any entity, person, or group (other than Bancorp or the Bank, a subsidiary of Bancorp or the Bank or a tax-qualified retirement plan sponsored by Bancorp or the Bank) of a tender offer or an exchange offer for more than 20% of the outstanding Voting Stock of Bancorp or the Bank; iii. The effective time of (a) a merger or consolidation of Bancorp or the Bank with one or more other corporations as a result of which the holders of the outstanding Voting Stock of Bancorp or the Bank immediately prior to such merger exercise voting control over less than 80% of the Voting Stock of the surviving or resulting corporation, or (b) a transfer of substantially all of the property of Bancorp or the Bank other than to an entity of which Bancorp or the Bank owns at least 80% of the Voting Stock; iv. Upon the acquisition by any entity, person, or group of the control of the election of a majority of the Bank’s or Bancorp’s directors, v. At such time that, during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Bancorp or the Bank (the “Continuing Directors”) cease for any reason to constitute at least two-thirds thereof, provided that any individual whose election or nomination for election as a member of the Board was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director.

Termination in Connection with a Change in Control. a. For purposes of this Agreement, a “Change in Control” shall be deemed to occur on the earliest of: i. The acquisition by any entity, person or group (other than the acquisition by a tax-qualified retirement plan sponsored by Bancorp the Company or the Bank) of beneficial ownership, as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, of more than 25% of the outstanding capital stock of Bancorp the Company or the Bank entitled to vote for the election of directors (“Voting Stock”); ii. The commencement by any entity, person, or group (other than Bancorp the Company or the Bank, a subsidiary of Bancorp the Company or the Bank Bank, or a tax-qualified retirement plan sponsored by Bancorp the Company or the Bank) of a tender offer or an exchange offer for more than 2025% of the outstanding Voting Stock of Bancorp the Company or the Bank; iii. The effective time of (ax) a merger or consolidation of Bancorp the Company or the Bank with one or more other corporations as a result of which the holders of the outstanding Voting Stock of Bancorp the Company or the Bank immediately prior to such merger exercise voting control over less than 8051% of the Voting Stock of the surviving or resulting corporation, or (by) a transfer of substantially all of the property of Bancorp the Company or the Bank other than to an entity of which Bancorp the Company or the Bank owns at least 8051% of the Voting Stock;; and iv. Upon the acquisition by any entity, person, or group of the control of the election of a majority of the Bank’s or Bancorp’s directors, v. At such time that, during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board of Bancorp the Company or the Bank (the “Continuing Directors”) cease for any reason to constitute at least two-thirds thereof, provided that any individual whose election or nomination for election as a member of the Board was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director. b. If within the period ending two years after a Change in Control, (i) the Company or the Bank shall terminate the Executive’s employment Without Just Cause, or (ii) the Executive shall voluntarily terminate his employment With Good Reason, the Company or the Bank shall, within ten (10) calendar days of the termination of the Executive’s employment, make a lump-sum cash payment to him equal to three (3) times the sum of the Executive’s (x) current base salary (determined at the highest annual rate of base salary in effect pursuant to Section 4 of this Agreement for any of the twelve (12) months immediately preceding the effective date of the Change in Control or, if higher, the rate in effect on the Executive’s termination date) and (y) the highest cash bonus paid to the Executive or accrued on the Executive’s behalf with respect to any of the three (3) most recently completed fiscal years of the Bank preceding the effective date of the Change in Control. Also, in such event, (i) the Executive shall, within ten (10) days of his termination date, receive a lump sum payment equal to the value of the benefits he would have received in each of the three calendar years following the year in which his termination occurs under any tax-qualified or non-tax-qualified retirement programs in which the Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive under such programs during the

Termination in Connection with a Change in Control. a. For purposes of this Agreement, a “"Change in Control” " shall be deemed to occur on the earliest of: i. The acquisition by any entity, person or group (other than the acquisition by a tax-qualified retirement plan sponsored by Bancorp the Company or the Bank) of beneficial ownership, as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, of more than 25% of the outstanding capital stock of Bancorp the Company or the Bank entitled to vote for the election of directors (“"Voting Stock”"); ii. The commencement by any entity, person, or group (other than Bancorp the Company or the Bank, a subsidiary of Bancorp the Company or the Bank Bank, or a tax-qualified retirement plan sponsored by Bancorp the Company or the Bank) of a tender offer or an exchange offer for more than 2025% of the outstanding Voting Stock of Bancorp the Company or the Bank; iii. The effective time of (ax) a merger or consolidation of Bancorp the Company or the Bank with one or more other corporations as a result of which the holders of the outstanding Voting Stock of Bancorp the Company or the Bank immediately prior to such merger exercise voting control over less than 8051 % of the Voting Stock of the surviving or resulting corporation, or (by) a transfer of substantially all of the property of Bancorp the Company or the Bank other than to an entity of which Bancorp the Company or the Bank owns at least 8051% of the Voting Stock;; and iv. Upon the acquisition by any entity, person, or group of the control of the election of a majority of the Bank’s or Bancorp’s directors, v. At such time that, during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board of Bancorp the Company or the Bank (the “"Continuing Directors”") cease for any reason to constitute at least two-thirds thereof, provided that any individual whose election or nomination for election as a member of the Board was approved by a vote of at least two-thirds (_) of the Continuing Directors then in office shall be considered a Continuing Director. b. If within the period beginning three (3) months prior to the announcement by the Bank or the Company of an event constituting a Change in Control and ending twelve (12) months following the effective date of a Change in Control, (i) the Company or the Bank shall terminate the Executive's employment Without Just Cause, or (ii) the Executive shall voluntarily terminate his employment With Good Reason, the Company or the Bank shall, within ten (10) calendar days of the termination of the Executive's employment, make a lump-sum cash payment to him equal to three (3) times the sum of the Executive's (x) current base salary (determined at the highest annual rate of base salary in effect pursuant to Section 4 of this Agreement for any of the twelve (12) months immediately preceding the effective date of the Change in Control or, if higher, the rate in effect on the Executive's termination date) and (y) the highest cash bonus paid to the Executive or accrued on the Executive's behalf with respect to any of the three (3) most recently completed fiscal years of the Bank preceding the effective date of the Change in Control. This cash payment shall be made in lieu of any payment also required under Section 10(g) of this Agreement because of a termination in such period. The Executive's rights under Section 10(g) are not otherwise affected by this Section 11. Also, in such event, the Executive shall, for a thirty-six (36) month period following his termination of employment, receive the benefits he would have received over such period under any tax-qualified or non-tax-qualified retirement programs in which the Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive under such programs during the twelve (12) months preceding the Change in Control or, if applicable, the accruals made on the Executive's behalf during such period) and continue to participate in any benefit plans of the Company and the Bank that provide health (including medical and dental), life or disability insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Bank during such period. In the event that the Company or the Bank is unable to provide such coverage by reason of the Executive no longer being an employee, the Company and the Bank shall provide the Executive with comparable coverage on an individual policy or, if individual coverage is not available, provide a cash payment equivalent to the value of such coverage.

Termination in Connection with a Change in Control. a. For purposes of this Agreement, a “Change in Control” shall be deemed to occur on the earliest of: i. The acquisition by any entity, person or group (other than the acquisition by a tax-qualified retirement plan sponsored by Bancorp Sxxxx Spring Bancorp, Inc. (“Bancorp”) or the Bank) of beneficial ownership, as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, of more than 25% of the outstanding capital stock of Bancorp or the Bank entitled to vote for the election of directors (“Voting Stock”); ii. The commencement by any entity, person, or group (other than Bancorp or the Bank, a Bank or any subsidiary or affiliate of Bancorp or the Bank or a tax-qualified retirement plan sponsored by Bancorp or the Bank or a subsidiary or affiliate of Bancorp or the Bank) of a tender offer or an exchange offer for more than 20% of the outstanding Voting Stock of Bancorp or the Bank; iii. The effective time of (a) a merger or consolidation of Bancorp or the Bank with one or more other corporations as a result of which the holders of the outstanding Voting Stock of Bancorp or the Bank immediately prior to such merger exercise voting control over less than 80% of the Voting Stock of the surviving or resulting corporation, or (b) a transfer of substantially all of the property of Bancorp or the Bank other than to an entity of which Bancorp or the Bank owns at least 80% of the Voting Stock; iv. Upon the acquisition by any entity, person, or group of the control of the election of a majority of the Bank’s or Bancorp’s directors,; or v. At such time that, during any period the term of two consecutive yearsthis Agreement, individuals who at the beginning of such period the term of this Agreement constitute the Board of Directors of Bancorp or the Bank Board (the “Continuing Directors”) cease for any reason to constitute at least two-thirds thereof, provided that any individual whose election or nomination for election as a member of the Board of Directors of Bancorp or the Board was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director.

Termination in Connection with a Change in Control. a. For purposes of this Agreement, a “"Change in Control” " shall be deemed to occur on the earliest of: i. The acquisition by any entity, person or group (other than the acquisition by a tax-qualified retirement plan sponsored by Bancorp the Company or the Bank) of beneficial ownership, as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, of more than 25% of the outstanding capital stock of Bancorp the Company or the Bank entitled to vote for the election of directors (“"Voting Stock”"); ii. The commencement by any entity, person, or group (other than Bancorp the Company or the Bank, a subsidiary of Bancorp the Company or the Bank Bank, or a tax-qualified retirement plan sponsored by Bancorp the Company or the Bank) of a tender offer or an exchange offer for more than 2025% of the outstanding Voting Stock of Bancorp the Company or the Bank; iii. The effective time of (ax) a merger or consolidation of Bancorp the Company or the Bank with one or more other corporations as a result of which the holders of the outstanding Voting Stock of Bancorp the Company or the Bank immediately prior to such merger exercise voting control over less than 8051 % of the Voting Stock of the surviving or resulting corporation, or (by) a transfer of substantially all of the property of Bancorp the Company or the Bank other than to an entity of which Bancorp the Company or the Bank owns at least 8051% of the Voting Stock;; and iv. Upon the acquisition by any entity, person, or group of the control of the election of a majority of the Bank’s or Bancorp’s directors, v. At such time that, during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board of Bancorp the Company or the Bank (the “"Continuing Directors”") cease for any reason to constitute at least two-thirds thereof, provided that any individual whose election or nomination for election as a member of the Board was approved by a vote of at least two-thirds (2/3) of the Continuing Directors then in office shall be considered a Continuing Director. b. If within the period beginning three (3) months prior to the announcement by the Bank or the Company of an event constituting a Change in Control and ending twelve (12) months following the effective date of a Change in Control, (i) the Company or the Bank shall terminate the Executive's employment Without Just Cause, or (ii) the Executive shall voluntarily terminate his employment With Good Reason, the Company or the Bank shall, within ten (10) calendar days of the termination of the Executive's employment, make a lump-sum cash payment to him equal to one (1) times the sum of the Executive's (x) current base salary (determined at the highest annual rate of base salary in effect pursuant to Section 4 of this Agreement for the twelve (12) months immediately preceding the effective date of the Change in Control or, if higher, the rate in effect on the Executive's termination date) and (y) the highest cash bonus paid to the Executive or accrued on the Executive's behalf with respect to any of the three (3) most recently completed fiscal years of the Bank preceding the effective date of the Change in Control. This cash payment shall be made in lieu of any payment also required under Section 10(g) of this Agreement because of a termination in such period. The Executive's rights under Section 10(g) are not otherwise affected by this Section 11. Also, in such event, the Executive shall, for a twelve (12) month period following his termination of employment, receive the benefits he would have received over such period under any tax-qualified or non-tax-qualified retirement programs in which the Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive under such programs during the twelve (12) months preceding the Change in Control or, if applicable, the accruals made on the Executive's behalf during such period) and continue to participate in any benefit plans of the Company and the Bank that provide health (including medical and dental), life or disability insurance, or similar coverage upon terms no less favorable than the most favorable terms provided to senior executives of the Bank during such period. In the event that the Company or the Bank is unable to provide such coverage by reason of the Executive no longer being an employee, the Company and the Bank shall provide the Executive with comparable coverage through an individual policy or, if individual coverage is not available, provide a cash payment equivalent to the value of such coverage.

Termination in Connection with a Change in Control. a. For purposes of this Agreement, a “"Change in Control” " shall be deemed to occur on the earliest of: i. The acquisition by any entity, person or group (other than the acquisition by a tax-qualified retirement plan sponsored by Bancorp or the Bank) of beneficial ownership, as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, of more than 25% of the outstanding capital stock of Bancorp or the Bank entitled to vote for the election of directors (“"Voting Stock”"); ii. The commencement by any entity, person, or group (other than Bancorp or the Bank, a subsidiary of Bancorp or the Bank or a tax-qualified retirement plan sponsored by Bancorp or the Bank) of a tender offer or an exchange offer for more than 20% of the outstanding Voting Stock of Bancorp or the Bank; iii. The effective time of (a) a merger or consolidation of Bancorp or the Bank with one or more other corporations as a result of which the holders of the outstanding Voting Stock of Bancorp or the Bank immediately prior to such merger exercise voting control over less than 80% of the Voting Stock of the surviving or resulting corporation, or (b) a transfer of substantially all of the property of Bancorp or the Bank other than to an entity of which Bancorp or the Bank owns at least 80% of the Voting Stock; iv. Upon the acquisition by any entity, person, or group of the control of the election of a majority of the Bank’s 's or Bancorp’s 's directors, v. At such time that, during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Bancorp or the Bank (the “"Continuing Directors”") cease for any reason to constitute at least two-thirds thereof, provided that any individual whose election or nomination for election as a member of the Board was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director.

Termination in Connection with a Change in Control. a. For purposes of this Agreement, a “"Change in Control” " shall be deemed to occur on the earliest of: i. The acquisition by any entity, person or group (other than the acquisition by a tax-qualified retirement plan sponsored by Bancorp the Company or the Bank) of beneficial ownership, as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, of more than 25% of the outstanding capital stock of Bancorp the Company or the Bank entitled to vote for the election of directors (“"Voting Stock”"); ii. The commencement by any entity, person, or group (other than Bancorp the Company or the Bank, a subsidiary of Bancorp the Company or the Bank Bank, or a tax-qualified retirement plan sponsored by Bancorp the Company or the Bank) of a tender offer or an exchange offer for more than 2025% of the outstanding Voting Stock of Bancorp the Company or the Bank; iii. The effective time of (a) a merger or consolidation of Bancorp the Company or the Bank with one or more other corporations as a result of which the holders of the outstanding Voting Stock of Bancorp the Company or the Bank immediately prior to such merger exercise voting control over less than 8060% of the Voting Stock of the surviving or resulting corporation, or (b) a transfer of substantially all of the property of Bancorp the Company or the Bank other than to an entity of which Bancorp the Company or the Bank owns at least 8060% of the Voting Stock; iv. Upon the acquisition by any entity, person, or group of the control of the election of a majority of the Bank’s 's or Bancorp’s the Company's directors,; and v. At such time that, during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Bancorp the Company or the Bank (the “"Continuing Directors”") cease for any reason to constitute at least two-thirds thereof, provided that any individual whose election or nomination for election as a member of the Board was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director.

Termination in Connection with a Change in Control. a. For purposes of this Agreement, a “"Change in Control” " shall be deemed to occur on the earliest of: i. The acquisition by any entity, person or group (other than the acquisition by a tax-qualified retirement plan sponsored by Bancorp or the Bank) of beneficial ownership, as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, of more than 25% of the outstanding capital stock of Bancorp or the Bank entitled to vote for the election of directors (“"Voting Stock”"); ii. The commencement by any entity, person, or group (other than Bancorp or the Bank, a subsidiary of Bancorp or the Bank or a tax-qualified retirement plan sponsored by Bancorp or the Bank) of a tender offer or an exchange offer for more than 20% of the outstanding Voting Stock of Bancorp or the Bank; iii. The effective time execution of a definitive agreement of (a) a merger or consolidation of Bancorp or the Bank with one or more other corporations as a result of which the holders of the outstanding Voting Stock of Bancorp or the Bank immediately prior to such merger exercise voting control over less than 80% of the Voting Stock of the surviving or resulting corporation, or (b) a transfer of substantially all of the property of Bancorp or the Bank other than to an entity of which Bancorp or the Bank owns at least 80% of the Voting Stock; iv. Upon the acquisition by any entity, person, or group of the control of the election of a majority of the Bank’s 's or Bancorp’s 's directors, v. At such time that, during any period of two consecutive consecu-tive years, individuals who at the beginning of such period constitute the Board of Bancorp or the Bank (the “"Continuing Directors”") cease for any reason to constitute at least two-thirds thereof, provided that any individual whose election or nomination for election as a member of the Board was approved by a vote of at least two-thirds of the Continuing Directors then in office shall be considered a Continuing Director, vi. Upon the sale of substantially all of the stock of Bancorp or Bank to a person other than Bancorp or a direct or indirect subsidiary of Bancorp or the Bank.