Common use of Termination of Employment Following a Change in Control Clause in Contracts

Termination of Employment Following a Change in Control. If, during ------------------------------------------------------- the Effective Period, the Company terminates the Executive's employment other than for Cause or the Executive terminates his employment with the Company for Good Reason, the Company will pay the following to the Executive: (i) Cash in the amount of The Executive's Annual Salary through the Date of Termination to the extent not theretofore paid; (ii) Any and all compensation deferred under a deferred compensation plan or program of GMI or any of its affiliates in a lump sum cash payment; (iii) The greater of (a) the Executive's Annual Salary for the number of full months remaining in the Term of this Agreement had the Executive's employment not been so terminated or (b) the product of three (3) times the Executive's Annual Salary, in each case based on the Annual Salary of the Executive in effect on the Date of Termination (or, if the Executive's Annual Salary has been reduced in breach of this Agreement, the Executive's Annual Salary before such reduction) and payable in equal monthly installments over the greater of the remaining Term of this Agreement or three (3) years following the Date of Termination (the "CIC Salary Continuation Period"); (iv) A lump sum cash amount equal to three times the greater of (a) the highest Incentive Bonus paid or payable to the Executive, including any amount deferred (whether mandatory or elective) in any one year in the three years prior to the Date of Termination, or (b) the highest target Incentive Bonus established for the Executive in the three years immediately prior to the Date of Termination, in either case, payable within 30 days after the Date of Termination. (v) The continuation of the provision of health insurance, dental insurance and life insurance benefits for the CIC Salary Continuation Period to the Executive and the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibility; and (vi) The continued accrual of years of service under any and all defined benefit retirement plans sponsored or maintained by GMI or any affiliate controlled by GMI in effect on and in which the Executive was a participant on the Date of Termination, in each case for the CIC Salary Continuation Period; but in no event beyond the date the Executive or the Executive's spouse begins to receive a benefit under any such plan.

Termination of Employment Following a Change in Control. If, during ------------------------------------------------------- the Effective Period, the Company terminates the Executive's employment If this Agreement shall be terminated for any reason (other than for Cause or the Executive terminates his employment with by the Company for Good ReasonCause) within sixty days after a Change in Control which occurs during the term of this Agreement, in lieu of any other obligation the Company will pay the following may have pursuant to the ExecutiveSection 6 hereof: (ia) Cash in the amount of The Executive's Annual Salary through the Date of Termination Company shall pay to the extent not theretofore paid; (ii) Any and all compensation deferred under a deferred compensation plan or program of GMI or any of its affiliates Employee in a lump sum in cash payment; (iii) The greater of (a) the Executive's Annual Salary for the number of full months remaining in the Term of this Agreement had the Executive's employment not been so terminated or (b) the product of three (3) times the Executive's Annual Salary, in each case based on the Annual Salary of the Executive in effect on the Date of Termination (or, if the Executive's Annual Salary has been reduced in breach of this Agreement, the Executive's Annual Salary before such reduction) and payable in equal monthly installments over the greater of the remaining Term of this Agreement or three (3) years following the Date of Termination (the "CIC Salary Continuation Period"); (iv) A lump sum cash amount equal to three times the greater of (a) the highest Incentive Bonus paid or payable to the Executive, including any amount deferred (whether mandatory or elective) in any one year in the three years prior to the Date of Termination, or (b) the highest target Incentive Bonus established for the Executive in the three years immediately prior to the Date of Termination, in either case, payable within 30 days after the Date of Termination, if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, and in the case of compensation previously deferred and bonuses previously earned by the Employee, all amounts of such compensation previously deferred and earned and not yet paid by the Company. (vb) The continuation of the provision of health insurance, dental insurance and life insurance benefits for the CIC Salary Continuation Period Company shall pay to the Executive Employee, in equal semi monthly installments over twelve months in accordance with its normal payroll practices, an amount equal to the Base Salary (as in effect on the Date of Termination). The Employee accepts the obligation to notify the Company upon securing employment outside the Company and to communicate to the Executive's Company the effective start date of such employment at which time the payments pursuant to this subsection (b) will cease. Failure to do so may result in a claim by the Company to return excess payments paid to the Employee. (c) During the twelve-month period commencing on the Date of Termination, the Company shall continue benefits (other than disability benefits), at the Company’s expense, to the Employee and/or the Employee’s family at least equal to those which would have been provided to them in accordance under Section 4.6 hereof if the Employee’s employment had not been terminated. Benefits otherwise receivable by the Employee pursuant to this Section shall be reduced to the extent substantially similar benefits are actually received by or made available to the Employee by any other employer during the same time period for which such benefits would be provided pursuant to this Section 6.3 at a cost to the Employee that is commensurate with the plans, programs, practices and policies of cost incurred by the Company as in effect and applicable generally Employee immediately prior to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive Employee becomes re-employed by a new employer which maintains a medical plan that either (i) does not cover the Employee or a family member or dependent with another employer and is eligible respect to receive a preexisting condition which was covered under the applicable Company medical or other welfare benefits under another employer provided plan, or (ii) does not cover the Employee or a family member or dependent for a designated waiting period, the Employee’s coverage under the applicable Company medical and other welfare benefits described herein will plan shall continue (but shall be secondary limited in the event of noncoverage due to those provided under a preexisting condition, to such other plan during such preexisting condition) until the earlier of the end of the applicable period of eligibility; and (vi) The continued accrual noncoverage under the new employer’s plan or the six-month anniversary of years of service under any and all defined benefit retirement plans sponsored or maintained by GMI or any affiliate controlled by GMI in effect on and in which the Executive was a participant on the Date of Termination. The Employee agrees to report to the Company any coverage and benefits actually received by the Employee or made available to the Employee from such other employer(s). The Employee shall be entitled to elect to change his level of coverage and/or his choice of coverage options (such as Employee only or family medical coverage) with respect to the benefits to be provided by the Company to the Employee to the same extent that active employees of the Company are permitted to make such changes; provided, however, that in the event of any such changes the Employee shall pay the amount of any cost increase that would actually be paid by an active employees of the Company by reason of making the same change in his level of coverage or coverage options. (d) All unvested options will be fully vested and thereafter, all such fully vested stock options will be exercisable by the Employee until the earlier to occur of the expiration of the term of each case for the CIC Salary Continuation Period; but in no event beyond stock option or one year after the date they become fully vested. Notwithstanding any of the Executive above to the contrary, the Employee will not be entitled to any of the benefits or payments provided in Section 6.4(b) or (c) hereof if (i) the Executive's spouse begins Employee breaches this Agreement including the provisions of Sections 8, 9, 10 and 12 hereof or (ii) the Employee fails to receive execute a benefit under any such planrelease from liability and waiver of right to xxx the Company or its Affiliates in a form reasonably acceptable to the Company.

Termination of Employment Following a Change in Control. If, during ------------------------------------------------------- the Effective Period, the Company terminates the Executive's employment other than for Cause or the Executive terminates his employment with the Company for Good Reason, the Company will pay the following to the Executive: (i) Cash in the amount of The Executive's Annual Salary through the Date of Termination to the extent not theretofore paid; (ii) Any and all compensation deferred under a deferred compensation plan or program of GMI or any of its affiliates in a lump sum cash payment; (iii) The greater of (a) the Executive's Annual Salary for the number of full months remaining in the Term of this Agreement had the Executive's employment not been so terminated or (b) the product of three (3) times the Executive's Annual Salary, in each case based on the Annual Salary of the Executive in effect on the Date of Termination (or, if the Executive's Annual Salary has been reduced in breach of this Agreement, the Executive's Annual Salary before such reduction) and payable in equal monthly installments over the greater of the remaining Term of this Agreement or three (3) years following the Date of Termination (the "CIC Salary Continuation Period"); (iv) A lump sum cash amount equal to three times the greater of (a) the highest Incentive Bonus paid or payable to the Executive, including any amount deferred (whether mandatory or elective) in any one year in the three years prior to the Date of Termination, or (b) the highest target Incentive Bonus established for the Executive in the three years immediately prior to the Date of Termination, in either case, payable within 30 days after the Date of Termination. (v) The continuation of the provision of health insurance, dental insurance and life insurance benefits for the CIC Salary Continuation Period to the Executive and the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibility; and (vi) The continued accrual of years of service under any and all defined benefit retirement plans sponsored or maintained by GMI or any affiliate controlled by GMI in effect on and in which the Executive was a participant on the Date of Termination, in each case for the CIC Salary Continuation Period; but in no event beyond the date the Executive or the Executive's spouse begins to receive a benefit under any such plan.

Termination of Employment Following a Change in Control. If(a) If this Agreement shall be terminated within two years after a Change in Control which occurs during the term of this Agreement, during ------------------------------------------------------- provided such termination is for any reason other than Cause, Disability, death or the Effective PeriodExecutive retiring at age 65, in lieu of any obligation the Company may have pursuant to Section 6.3 hereof: (1) The Company shall pay to the Executive in a lump sum in cash within five (5) days after the Date of Termination, if not theretofore paid, the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Termination, and in the case of compensation previously deferred and bonuses previously earned by the Executive, all amounts of such compensation previously deferred and earned and not yet paid by the Company.. (2) The Company terminates shall, promptly upon submission by the Executive of supporting documentation, pay or reimburse to the Executive any costs and expenses paid or incurred by the Executive which would have been payable under Sections 4.6 and 4.7 hereof if the Executive's employment other than for Cause or had not terminated. (3) The Company shall pay to the Executive terminates his employment with the Company for Good Reason, the Company will pay the following to the Executive: in a lump sum in cash within five (i5) Cash in the amount of The Executive's Annual Salary through days after the Date of Termination a severance payment equal to the extent not theretofore paid; (ii) Any and all compensation deferred under a deferred compensation plan or program of GMI or any of its affiliates in a lump sum cash payment; (iii) The greater of (a) the Executive's Annual Salary for the number of full months remaining in the Term of this Agreement had the Executive's employment not been so terminated or (b) the product of three (3) times the sum of (i) the Executive's Annual Salary, in each case based on the Annual Base Salary of the Executive (as in effect on the Date of Termination Termination) and (or, if ii) the Executive's most recent Annual Salary has been reduced in breach of this AgreementBonus. If the most recent Annual Bonus was a stock option or a stock grant, the Executive's Annual Salary before such reduction) and payable in equal monthly installments over the greater value of the remaining Term bonus will be deemed to be the number of this Agreement or three (3) years following the Date of Termination (the "CIC Salary Continuation Period"); (iv) A lump sum cash amount equal to three option shares times the greater closing price of (a) the highest Incentive Bonus paid or payable to Common Stock for the Executive, including any amount deferred (whether mandatory or elective) in any one year in the three years 20 trading days prior to the Date of Termination, or (b) the highest target Incentive Bonus established for the Executive in the three years immediately prior to the Date of Termination, in either case, payable within 30 days after the Date of Termination. (v4) The continuation During the 36-month period commencing on the Date of Termination, the provision of health insuranceCompany shall continue benefits (other than disability benefits), dental insurance and life insurance benefits for at the CIC Salary Continuation Period Company's expense to the Executive and and/or the Executive's family at least equal to those which would have been provided to them under Section 4.5 hereof if the Executive's employment had not been terminated (without giving effect to any reduction in accordance with such benefits subsequent to the plansChange in Control which reduction constitutes or may constitute Good Reason). (b) The Company shall pay to the Executive all legal fees and expenses incurred by the Executive as a result of a termination which entitles the Executive to any payments under Section 6.4 hereof including all such fees and expenses, programsif any, practices and policies incurred in contesting or disputing any Notice of the Company as Termination under Section 5.3 hereof or in effect and applicable generally seeking to other peer executives and their families during the 90-day period immediately preceding the Effective Period obtain or on the Date of Termination, at the election enforce any right or benefit provided by Section 6.4 hereof. Such payments shall be made within five (5) days after delivery of the Executive; provided, however, that if 's respective written requests for payment accompanied by such evidence of fees and expenses incurred as the Company reasonably may require. (c) Any determination by the Executive becomes re-employed with another employer and is eligible pursuant to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibility; and (vi) The continued accrual of years of service under any and all defined benefit retirement plans sponsored or maintained by GMI or any affiliate controlled by GMI in effect on and in which the Executive was a participant on the Date of Termination, in each case this Section 6.4 that Good Reason exists for the CIC Salary Continuation Period; but in no event beyond the date the Executive or the Executive's spouse begins termination of employment and that adequate remedy has not occurred shall be presumed correct and shall govern unless the party contesting the determination shows by a clear preponderance of the evidence that it was not a good faith reasonable determination. (d) Notwithstanding any dispute concerning whether Good Reason exists for termination of employment or whether adequate remedy has occurred, the Company shall immediately pay to receive a benefit the Executive any amounts otherwise due under this Section 6.4. The Executive may be required to repay such amounts to the Company if any such plandispute is finally determined adversely to the Executive. (e) The Executive shall not be required to mitigate damages with respect to the amount of any payment provided under this Section 6.4 by seeking other employment or otherwise, nor shall the amount of any payment provided under this Section 6.4 be reduced by retirement benefits, deferred compensation or any compensation earned by the Executive as a result of employment by another employer.

Termination of Employment Following a Change in Control. If, during ------------------------------------------------------- the Effective Period, the Company or any affiliate of the Company by which the Executive is employed terminates the Executive's employment employment, other than for Cause Cause, or any event constituting Good Reason occurs and the Executive terminates his employment with the Company for Good ReasonReason within six months after such occurrence, the Company will pay the following to the Executive: (i) Cash in the amount of The the Executive's Annual Salary annual base salary through the Date of Termination to the extent not theretofore paid; (ii) Any and all compensation deferred under a deferred compensation plan or program of GMI the Company or any of its affiliates in a lump sum cash payment; (iii) The greater of (a) the Executive's Annual Salary for the number of full months remaining Cash in the Term of this Agreement had the Executive's employment not been so terminated or (b) an amount equal to the product of three (3) times the Executive's Annual Salary, in each case based on annual base salary at the Annual Salary greater of (A) the Executive rate in effect on at the Date time Notice of Termination is given or (orB) the rate in effect immediately preceding the Change in Control, if the Executive's Annual Salary has been reduced in breach of this Agreement, the Executive's Annual Salary before such reduction) and payable in equal monthly installments over the greater a period of the remaining Term of this Agreement or three (3) years following the Date of Termination (the "CIC Salary Continuation Period"); (iv) A lump sum cash amount equal to the product of three times the greater of (a) the highest Incentive Bonus total bonus paid or payable to the Executivein any one year, including any amount amounts deferred (whether mandatory or elective) in any one year in the three years prior ), to the Date of Termination, or (b) the highest target Incentive Bonus established for the Executive in the three years immediately prior to the Date of Termination, in either case, payable within 30 days after the Date of Termination.; (v) The continuation of the provision of health insurance, dental insurance and life insurance benefits for the CIC Salary Continuation Period to the Executive and the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibility; and; (vi) The continued accrual of years of service under any and all defined benefit retirement plans sponsored or maintained by GMI the Company or by any affiliate controlled by GMI the Company in effect on and in which the Executive was a participant Participant on the Date of Termination, in each case for the CIC Salary Continuation Period; , but in no event beyond the date the Executive or the Executive's spouse begins to receive a benefit under any such plan; and (vii) The immediate vesting of benefits under the Company's Executive Supplemental Retirement Plan of 1990, as amended and in effect at either the Date of Termination or immediately preceding the Change in Control, at the election of the Executive, as if the Executive had attained at least age 55 and at least 5 years of service, thereby entitling the Executive to Normal Retirement Benefits commencing at any time on or after the Executive's Normal Retirement Date or Early Retirement Benefits commencing at any time on or after the Executive attains or would have attained age 55, in each case as such term is defined in said plan; and, to the extent permitted by applicable governmental laws and regulations, immediate eligibility for any and all non-pension post-retirement benefits under any and all plans and policies of the Company or any affiliate of the Company, as amended and in effect at either the Date of Termination or immediately preceding the Change in Control, at the election of the Executive, as if the Executive had attained at least age 55 and regardless of whether or not the Executive actually retires under any pension or retirement plan, provided, however, that the Executive must also meet any and all other requirements under such plans and policies in order to participate in such benefits.

Termination of Employment Following a Change in Control. If, during ------------------------------------------------------- the Effective Periodwithin two years following a Change in Control, the Company terminates the Executive's employment other than for is terminated without Cause or there is a Constructive Termination, (in either event, a "CIC Termination") the Executive terminates his employment with the Company for Good Reason, the Company will pay the following to the Executiveshall be entitled to: (i) Cash in the amount of The Executive's Annual Base Salary through the Date date of Termination to termination of the extent not theretofore paidExecutive's employment; (ii) Any and all compensation deferred under a deferred compensation plan or program Base Salary, at the monthly rate in effect on the date of GMI or any termination of its affiliates in a lump sum cash payment; (iii) The greater of (a) the Executive's Annual Salary for the number of full months remaining in the Term of this Agreement had the Executive's employment not been so terminated (or (b) in the product of three (3) times event a reduction in Base Salary is the Executive's Annual Salarybasis for a Constructive Termination, in each case based on then the Annual Base Salary of the Executive in effect on the Date of Termination (or, if the Executive's Annual Salary has been reduced in breach of this Agreement, the Executive's Annual Salary before immediately prior to such reduction), payable each month for an additional thirty six (36) and payable in equal monthly installments over the greater of the remaining Term of this Agreement or three (3) years months following the Date of Termination such termination (the "CIC Salary Continuation Severance Period"); (iii) pro-rata annual bonus for the year in which termination occurs, based on the Target Bonus for such year, payable in a single installment promptly following termination; (iv) A lump sum cash an amount equal to three times one-twelfth (1/12) of the greater Target Bonus amount for the year in which termination occurs, payable each month over the Severance Period; (v) the balance of any annual or long-term cash incentive awards earned (but not yet paid) pursuant to the terms of the applicable programs; (vi) any restricted stock award outstanding at the time of such termination of employment shall become fully vested, and any forfeiture provisions set forth in the relevant restricted stock agreement based on the continued employment of the Executive shall immediately lapse; (vii) any stock option or other equity award outstanding at the time of termination shall become fully vested, and he shall have the right to exercise any such award for the remainder of the lesser of (a) thirty six (36) months from the highest Incentive Bonus paid or payable to the Executive, including any amount deferred (whether mandatory or elective) in any one year in the three years prior to the Date date of Termination, termination or (b) the highest target Incentive Bonus established full original term of the option (notwithstanding any contrary provision of any plan or agreement); (viii) any amounts earned, accrued or owing to the Executive but not yet paid under this Agreement; (ix) continued participation in all medical, dental, hospitalization and life insurance coverage and in other employee welfare benefit plans or programs in which he was participating on the date of the termination of his employment until the end of the Severance Period; provided that the Company's obligations under this clause (x) shall be reduced to the extent that the Executive receives similar coverage and benefits under the plans and programs of a subsequent employer: and provided, further, that (i) if the Executive is precluded from continuing his participation in any employee benefit plan or program as provided in this clause, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he is unable to participate for the period specified in this clause (x), (ii) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual basis, and (iii) payment of such after-tax economic equivalent shall be made quarterly in advance; (x) other or additional benefits in accordance with applicable plans and programs of the three years Company; provided that all cash payments provided in this Section 3(d) shall be paid in a lump sum without any discount and all of such payments shall be grossed up to cover applicable federal, state and local income and excise taxes thereon, including, without limitation, any tax imposed by Section 4999 of the Code or any similar tax. In addition, immediately prior to the Date of following a CIC Termination, in either caseall accrued or earned amounts that are not otherwise vested shall become fully vested, including without limitation, the Executive's accrued benefits under any supplemental retirement plan maintained by the Company. All accrued benefits under such plans shall be paid as a lump-sum cash payment, except for amounts, if any, payable within 30 days after the Date of Termination. (v) The continuation of the provision of health insurance, dental insurance and life insurance benefits for the CIC Salary Continuation Period to the Executive and under the ExecutiveCompany's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibility; and (vi) The continued accrual of years of service under any and all defined benefit retirement plans sponsored or maintained by GMI or any affiliate controlled by GMI in effect on and in which the Executive was a participant on the Date of Termination, in each case for the CIC Salary Continuation Period; but in no event beyond the date the Executive or the Executive's spouse begins to receive a benefit under any such tax qualified pension plan.

Termination of Employment Following a Change in Control. If, during ------------------------------------------------------- (a) If a Change in Control (as defined in Section 6(c) of this Agreement) shall occur and Executive’s employment is involuntarily terminated by the Effective Period, Bank and the Company terminates the Executive's employment other than for Corporation without Cause or the Executive terminates his employment with the Company resigns for Good Reason, the Company will pay the following to the Executive: (i) Cash in the amount of The Executive's Annual Salary through the Date of Termination to the extent not theretofore paid; (ii) Any and all compensation deferred under a deferred compensation plan or program of GMI or any of its affiliates in a lump sum cash payment; (iii) The greater of (a) the Executive's Annual Salary for the number of full months remaining in the Term of this Agreement had the Executive's employment not been so terminated or (b) the product of three (3) times the Executive's Annual Salary, in each case based on the Annual Salary of the Executive in effect on the Date of Termination within two (or, if the Executive's Annual Salary has been reduced in breach of this Agreement, the Executive's Annual Salary before such reduction) and payable in equal monthly installments over the greater of the remaining Term of this Agreement or three (32) years following the Date of Termination (the "CIC Salary Continuation Period"); (iv) A Change in Control, Executive shall be entitled to receive his Accrued Benefits plus a lump sum cash amount payment equal to three times the greater of (a) the highest Incentive Bonus paid sum of (i) his unpaid Annual Base Salary through the Employment Period, or payable June 30, 2026; and (ii) Executive’s average cash bonus and other cash incentive compensation earned by him with respect to the Executive, including any amount deferred (whether mandatory or elective) in any one three calendar years immediately preceding the year in the three years prior to the Date of Termination, termination; or (b) one (1) times the highest target Incentive Bonus established sum of: (i) his Annual Base Salary; and (ii) his average cash bonus and other cash incentive compensation earned by him with respect to the three calendar years immediately preceding the year of termination, which shall be paid to Executive within sixty (60) days following the date of his termination of employment. In addition, for a period of one (1) year from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the one (1) year prior to his termination of employment. If the Bank and the Corporation cannot provide such benefits because Executive is no longer an Executive, the Bank and the Corporation shall reimburse Executive in an amount equal to the three years immediately monthly premium paid by him to obtain substantially similar health and welfare Executive benefits which he enjoyed prior to termination, which reimbursement shall continue until the Date expiration of Terminationone (1) year from the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur, subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if applicable. Notwithstanding any provision of this Agreement to the contrary, Executive shall forfeit his rights to receive the payments and benefits set forth in either caseSection 6(a) unless he executes a general release of claims in favor of the Bank and the Corporation in a form to be provided by the Bank and the Corporation, payable within 30 and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after the Date Executive’s termination of Terminationemployment. (vb) The continuation Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise. Unless otherwise agreed to in writing, the amount of payment or the benefit provided for in this Section 6 shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by reason of Executive’s receipt of or right to receive any retirement or other benefits after the date of termination of employment or otherwise. (c) As used in this Agreement, “Change in Control” shall mean a change in ownership or effective control applicable to the Corporation or the Bank as described in Section 409A(a)(2)(A(v) of the Internal Revenue Code of 1986, as amended (or any successor provision of health insurance, dental insurance and life insurance benefits for the CIC Salary Continuation Period to the Executive thereto and the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibility; and (vi) The continued accrual of years of service under any and all defined benefit retirement plans sponsored or maintained by GMI or any affiliate controlled by GMI in effect on and in which the Executive was a participant on the Date of Termination, in each case for the CIC Salary Continuation Period; but in no event beyond the date the Executive or the Executive's spouse begins to receive a benefit under any such planregulations thereunder).

Termination of Employment Following a Change in Control. If, during ------------------------------------------------------- the Effective Period, the Company or any affiliate of the Company by which the Executive is employed terminates the Executive's employment employment, other than for Cause Cause, or any event constituting Good Reason occurs and the Executive terminates his employment with the Company for Good ReasonReason within six months after such occurrence, the Company will pay the following to the Executive: (i) Cash in the amount of The the Executive's Annual Salary annual base salary through the Date of Termination to the extent not theretofore paid; (ii) Any and all compensation deferred under a deferred compensation plan or program of GMI the Company or any of its affiliates in a lump sum cash payment; (iii) The greater of (a) the Executive's Annual Salary for the number of full months remaining Cash in the Term of this Agreement had the Executive's employment not been so terminated or (b) an amount equal to the product of three (3) times the Executive's Annual Salary, in each case based on annual base salary at the Annual Salary greater of (A) the Executive rate in effect on at the Date time Notice of Termination is given or (orB) the rate in effect immediately preceding the Change in Control, if the Executive's Annual Salary has been reduced in breach of this Agreement, the Executive's Annual Salary before such reduction) and payable in equal monthly installments over the greater a period of the remaining Term of this Agreement or three (3) years following the Date of Termination (the "CIC Salary Continuation Period"); (iv) A lump sum cash amount equal to the product of three times the greater of (a) the highest Incentive Bonus total bonus paid or payable to the Executivein any one year, including any amount amounts deferred (whether mandatory or elective) in any one year in the three years prior ), to the Date of Termination, or (b) the highest target Incentive Bonus established for the Executive in the three years immediately prior to the Date of Termination, in either case, payable within 30 days after the Date of Termination.; (v) The continuation of the provision of health insurance, dental insurance and life insurance benefits for the CIC Salary Continuation Period to the Executive and the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibility; and; (vi) The continued accrual of years of service under any and all defined benefit retirement plans sponsored or maintained by GMI the Company or by any affiliate controlled by GMI the Company in effect on and in which the Executive was a participant Participant on the Date of Termination, in each case for the CIC Salary Continuation Period; , but in no event beyond the date the Executive or the Executive's spouse begins to receive a benefit under any such plan; and (vii) The immediate vesting of benefits under the Company's Executive Supplemental Retirement Plan as amended and in effect at either the Date of Termination or immediately preceding the Change in Control, at the election of the Executive, as if the Executive had attained at least age 55 and at least 5 years of service, thereby entitling the Executive to Normal Retirement Benefits commencing at any time on or after the Executive's Normal Retirement Date or Early Retirement Benefits commencing at any time on or after the Executive attains or would have attained age 55, in each case as such term is defined in said plan; and, to the extent permitted by applicable governmental laws and regulations, immediate eligibility for any and all non-pension post-retirement benefits under any and all plans and policies of the Company or any affiliate of the Company, as amended and in effect at either the Date of Termination or immediately preceding the Change in Control, at the election of the Executive, as if the Executive had attained at least age 55 and regardless of whether or not the Executive actually retires under any pension or retirement plan, provided, however, that the Executive must also meet any and all other requirements under such plans and policies in order to participate in such benefits.

Termination of Employment Following a Change in Control. If, during ------------------------------------------------------- the Effective Period, the Company as defined herein, NATCO terminates the Executive's employment other than for Cause or the Executive terminates his employment with the Company NATCO for Good Reason, the Company NATCO will pay the following to the ExecutiveExecutive as soon as practicable following the date of termination, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafter: (i) Cash cash in the amount of The the Executive's Annual Base Salary through the Date date of Termination termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time; (ii) Any cash in the amount of the Bonus Compensation earned by the Executive under the Bonus Plan in accordance with its terms through the date of termination, based on NATCO performance through such date and all compensation deferred under a deferred compensation plan or program prorationed by multiplying such Bonus Compensation by the fraction obtained by dividing the number of GMI or any days in the year through the date of its affiliates in a lump sum cash paymenttermination by 365, payable no later than sixty (60) days following the date of termination; (iii) The greater of (a) the Executive's Annual Salary for the number of full months remaining cash in the Term of this Agreement had the Executive's employment not been so terminated or (b) an amount equal to the product of three (3) times the Executive's Annual Salary, in each case based on the Annual Base Salary of the Executive in effect on the Date of Termination (or, if the Executive's Annual Salary has been reduced in breach of this Agreement, the Executive's Annual Salary before such reduction) and payable in equal monthly installments over at the greater of (A) the remaining Term of this Agreement or three (3) years following rate in effect at the Date time Notice of Termination is given or (B) the "CIC Salary Continuation Period")rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) A a lump sum cash amount equal to the product of three times the target Bonus Compensation at the greater of (aA) the highest Incentive target Bonus paid or payable to Compensation in effect at the Executive, including any amount deferred (whether mandatory or elective) in any one year in the three years prior to the Date time Notice of Termination, Termination is given or (bB) the highest target Incentive Bonus established for Compensation in effect immediately preceding the Executive Change in the three years immediately prior to the Date of Termination, in either case, payable within 30 days after the Date of Termination.Control; (v) The the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of three years following the CIC Salary Continuation Period date of termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with this Employment Agreement and the plans, programs, practices and policies of the Company NATCO as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date date of Terminationtermination, at the election of the Executive; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibility; and; (vi) The continued accrual of years of service under any and all defined benefit retirement plans sponsored or maintained by GMI or any affiliate controlled by GMI in effect on deferred Bonus Compensation under the Bonus Plan at the time and in which the Executive was a participant on manner provided for (or elected) under the Date terms of Terminationthe Bonus Plan. If, in each case for during the CIC Salary Continuation Period; but in no event beyond the date the Executive or Effective Period as defined herein, NATCO terminates the Executive's spouse begins employment for Cause, or the Executive terminates his employment without Good Reason, NATCO's obligations and responsibilities to receive a benefit the Executive under any such planthis Employment Agreement are limited to those stated in Sections 12(b) and 12(c), as the case may be.

Termination of Employment Following a Change in Control. If, during ------------------------------------------------------- the Effective Period, the Company as defined herein, NATCO terminates the Executive's employment other than for Cause or the Executive terminates his employment with the Company NATCO for Good Reason, the Company NATCO will pay the following to the Executive: Executive upon the Date of Termination, or as soon as practicable following such date but in no event later than thirty (i30) Cash days, or such period otherwise specifically provided, thereafter: cash in the amount of The the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) Any and all compensation deferred under a deferred compensation plan , including amounts due for accrued but unused vacation time; cash in the amount of any bonus to which the Executive was or program would have become entitled to for any completed fiscal year prior to the fiscal year in which the Date of GMI or any of its affiliates in a lump sum cash payment; (iii) The greater of (a) Termination occurs, to the extent such bonus has not already been paid to the Executive; cash in the amount of the Bonus Compensation earned by the Executive with respect to the fiscal year that includes the Date of Termination under the Bonus Plan in accordance with its terms, based on NATCO's Annual Salary for performance through such date and prorationed by multiplying such Bonus Compensation by the fraction obtained by dividing the number of full months remaining days in the Term year through the Date of this Agreement had Termination by 365, payable no later than sixty (60) days following the Executive's employment not been so terminated or (b) Date of Termination; cash in an amount equal to the product of three (3) two times the Executive's Annual Salary, in each case based on the Annual Base Salary of the Executive in effect on the Date of Termination (or, if the Executive's Annual Salary has been reduced in breach of this Agreement, the Executive's Annual Salary before such reduction) and payable in equal monthly installments over at the greater of (A) the remaining Term of this Agreement or three (3) years following rate in effect at the Date time Notice of Termination is given or (B) the "CIC Salary Continuation Period"); (iv) A rate in effect immediately preceding the Change in Control, payable in a lump sum; a lump sum cash amount equal to the product of three times the target Bonus Compensation at the greater of (aA) the highest Incentive target Bonus paid or payable to Compensation in effect at the Executive, including any amount deferred (whether mandatory or elective) in any one year in the three years prior to the Date time Notice of Termination, Termination is given or (bB) the highest target Incentive Bonus established for Compensation in effect immediately preceding the Executive Change in Control; and the three years immediately prior to the Date of Termination, in either case, payable within 30 days after the Date of Termination. (v) The continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of three years following the CIC Salary Continuation Period date of termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with this Employment Agreement and the plans, programs, practices and policies of the Company NATCO as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibility; and and provided further, however, that if the period of benefit continuation, or types of benefits to be continued (viincluding applicable coverage levels) The continued accrual would cause such benefits on this Employment Agreement to become subject to Section 409A of years the Code, as determined by the Governance, Nominating and Compensation Committee of service under any and all defined benefit retirement plans sponsored or maintained by GMI or any affiliate controlled by GMI in effect on and in which the Board, NATCO shall pay to the Executive was an amount equal to the cost to NATCO of providing such coverages in a participant lump sum on the Date of Terminationpayment date described above (subject to any required Delay Period pursuant to Paragraph 15). If, in each case for during the CIC Salary Continuation Period; but in no event beyond the date the Executive or Effective Period as defined herein, NATCO terminates the Executive's spouse begins employment for Cause, or the Executive terminates his employment without Good Reason, NATCO's obligations and responsibilities to receive a benefit the Executive under any such planthis Employment Agreement are limited to those stated in Paragraphs 13(b) and 13(c), as the case may be.

Termination of Employment Following a Change in Control. If, during ------------------------------------------------------- the Effective Period, the Company as defined herein, NATCO terminates the Executive's employment other than for Cause or the Executive terminates his employment with the Company NATCO for Good Reason, the Company NATCO will pay the following to the ExecutiveExecutive as soon as practicable following the date of termination, but in no event later than thirty (30) days, or such period otherwise specifically provided, thereafter: (i) Cash cash in the amount of The the Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time; (ii) Any cash in the amount of the Bonus Compensation earned by the Executive under the Bonus Plan in accordance with its terms through the date of termination, based on NATCO performance through such date and all compensation deferred under a deferred compensation plan or program prorationed by multiplying such Bonus Compensation by the fraction obtained by dividing the number of GMI or any days in the year through the Date of its affiliates in a lump sum cash paymentTermination by 365, payable no later than sixty (60) days following the date of termination; (iii) The greater of (a) the Executive's Annual Salary for the number of full months remaining cash in the Term of this Agreement had the Executive's employment not been so terminated or (b) an amount equal to the product of three (3) two times the Executive's Annual Salary, in each case based on the Annual Base Salary of the Executive in effect on the Date of Termination (or, if the Executive's Annual Salary has been reduced in breach of this Agreement, the Executive's Annual Salary before such reduction) and payable in equal monthly installments over at the greater of (A) the remaining Term of this Agreement or three (3) years following rate in effect at the Date time Notice of Termination is given or (B) the "CIC Salary Continuation Period")rate in effect immediately preceding the Change in Control, payable in a lump sum; (iv) A a lump sum cash amount equal to the product of three times the target Bonus Compensation at the greater of (aA) the highest Incentive target Bonus paid or payable to Compensation in effect at the Executive, including any amount deferred (whether mandatory or elective) in any one year in the three years prior to the Date time Notice of Termination, Termination is given or (bB) the highest target Incentive Bonus established for Compensation in effect immediately preceding the Executive Change in the three years immediately prior to the Date of Termination, in either case, payable within 30 days after the Date of Termination.Control; (v) The the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of three years following the CIC Salary Continuation Period date of termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with this Employment Agreement and the plans, programs, practices and policies of the Company NATCO as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date date of Terminationtermination, at the election of the Executive; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibility; and; (vi) The continued accrual of years of service under any and all defined benefit retirement plans sponsored or maintained by GMI or any affiliate controlled by GMI in effect on deferred Bonus Compensation under the Bonus Plan at the time and in which the Executive was a participant on manner provided for (or elected) under the Date terms of Terminationthe Bonus Plan. If, in each case for during the CIC Salary Continuation Period; but in no event beyond the date the Executive or Effective Period as defined herein, NATCO terminates the Executive's spouse begins employment for Cause, or the Executive terminates his employment without Good Reason, NATCO's obligations and responsibilities to receive a benefit the Executive under any such planthis Employment Agreement are limited to those stated in Paragraphs 13(b) and 13(c), as the case may be.

Termination of Employment Following a Change in Control. If, during ------------------------------------------------------- the Effective Period, the Company or any affiliate of the Company by which the Executive is employed terminates the Executive's employment ’s employment, other than for Cause Cause, or any event constituting Good Reason occurs and the Executive terminates his employment with the Company for Good ReasonReason within six months after such occurrence, the Company will pay the following to the Executive: (i) Cash in the amount of The the Executive's Annual Salary ’s annual base salary through the Date of Termination to the extent not theretofore paid; (ii) Any and all compensation deferred under a deferred compensation plan or program of GMI the Company or any of its affiliates in a lump sum cash payment; (iii) The greater of (a) the Executive's Annual Salary for the number of full months remaining Cash in the Term of this Agreement had the Executive's employment not been so terminated or (b) an amount equal to the product of three (3) times the Executive's Annual Salary, in each case based on ’s annual base salary at the Annual Salary greater of (A) the Executive rate in effect on at the Date time Notice of Termination is given or (orB) the rate in effect immediately preceding the Change in Control, if the Executive's Annual Salary has been reduced in breach of this Agreement, the Executive's Annual Salary before such reduction) and payable in equal monthly installments over the greater a period of the remaining Term of this Agreement or three (3) years following the Date of Termination (the "“CIC Salary Continuation Period"”); (iv) A lump sum cash amount equal to the product of three times the greater of (a) the highest Incentive Bonus total bonus paid or payable to the Executivein any one year, including any amount amounts deferred (whether mandatory or elective) in any one year in the three years prior ), to the Date of Termination, or (b) the highest target Incentive Bonus established for the Executive in the three years immediately prior to the Date of Termination, in either case, payable within 30 days after the Date of Termination.; (v) The continuation of the provision of health insurance, dental insurance and life insurance benefits for the CIC Salary Continuation Period to the Executive and the Executive's ’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibility; and; (vi) The continued accrual of years of service under any and all defined benefit retirement plans sponsored or maintained by GMI the Company or by any affiliate controlled by GMI the Company in effect on and in which the Executive was a participant Participant on the Date of Termination, in each case for the CIC Salary Continuation Period; , but in no event beyond the date the Executive or the Executive's ’s spouse begins to receive a benefit under any such plan; and (vii) The immediate vesting of benefits under the Company’s Executive Supplemental Retirement Plan as amended and in effect at either the Date of Termination or immediately preceding the Change in Control, at the election of the Executive, as if the Executive had attained at least age 55 and at least 5 years of service, thereby entitling the Executive to Normal Retirement Benefits commencing at any time on or after the Executive’s Normal Retirement Date or Early Retirement Benefits commencing at any time on or after the Executive attains or would have attained age 55, in each case as such term is defined in said plan; and, to the extent permitted by applicable governmental laws and regulations, immediate eligibility for any and all non-pension post-retirement benefits under any and all plans and policies of the Company or any affiliate of the Company, as amended and in effect at either the Date of Termination or immediately preceding the Change in Control, at the election of the Executive, as if the Executive had attained at least age 55 and regardless of whether or not the Executive actually retires under any pension or retirement plan, provided, however, that the Executive must also meet any and all other requirements under such plans and policies in order to participate in such benefits.

Termination of Employment Following a Change in Control. If, during ------------------------------------------------------- the Effective Period, the Company or any affiliate of the Company by which the Executive is employed terminates the Executive's employment employment, other than for Cause Cause, or any event constituting Good Reason occurs and the Executive terminates his employment with the Company for Good ReasonReason within six months after such occurrence, the Company will pay the following to the Executive: (i) Cash in the amount of The the Executive's Annual Salary annual base salary through the Date of Termination to the extent not theretofore paid; (ii) Any and all compensation deferred under a deferred compensation plan or program of GMI the Company or any of its affiliates in a lump sum cash payment; (iii) The greater of (a) the Executive's Annual Salary for the number of full months remaining Cash in the Term of this Agreement had the Executive's employment not been so terminated or (b) an amount equal to the product of three (3) times the Executive's Annual Salary, in each case based on annual base salary at the Annual Salary greater of (A) the Executive rate in effect on at the Date time Notice of Termination is given or (orB) the rate in effect immediately preceding the Change in Control, if the Executive's Annual Salary has been reduced in breach of this Agreement, the Executive's Annual Salary before such reduction) and payable in equal monthly installments over the greater a period of the remaining Term of this Agreement or three (3) years following the Date of Termination (the "CIC Salary Continuation Period"); (iv) A lump sum cash amount equal to the product of three times the greater of (a) the highest Incentive Bonus total bonus paid or payable to the Executivein any one year, including any amount amounts deferred (whether mandatory or elective) in any one year in the three years prior ), to the Date of Termination, or (b) the highest target Incentive Bonus established for the Executive in the three years immediately prior to the Date of Termination, in either case, payable within 30 days after the Date of Termination.; (v) The continuation of the provision of health insurance, dental insurance and life insurance benefits for the CIC Salary Continuation Period to the Executive and the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibility; and; (vi) The continued accrual of years of service under any and all defined benefit retirement plans sponsored or maintained by GMI the Company or by any affiliate controlled by GMI the Company in effect on and in which the Executive was a participant Participant on the Date of Termination, in each case for the CIC Salary Continuation Period; , but in no event beyond the date the Executive or the Executive's spouse begins to receive a benefit under any such plan; and (vii) The immediate vesting of benefits under the Company's Executive Supplemental Retirement Plan of 1990, as amended and in effect at either the Date of Termination or immediately preceding the Change in Control, at the election of the Executive, as if the Executive had attained at least age 55 and at least 5 years of service, thereby entitling the Executive to Normal Retirement Benefits commencing at any time on or after the Executive's Normal Retirement Date or Early Retirement Benefits commencing at any time on or after the Executive attains or would have attained age 55, in each case as such term is defined in said plan.