Common use of Termination on Change in Control Clause in Contracts

Termination on Change in Control. (a) If, within one year following a Change of Control, Executive’s employment is terminated under the provisions of this Agreement or as a result of the Bank’s election not to extend this Agreement and the Term of Employment pursuant to this Agreement, Executive shall receive: (i) The sum of twelve months (12) months of the Executive’s annual Base Salary under Section 6(a) hereof as in effect on the date the Term of Employment ends, (ii) any incentive compensation earned but not yet paid, and (iii) any expenses incurred under this Agreement but not yet reimbursed. (b) The payment to which Executive is entitled pursuant to this Agreement shall be paid in a single installment within forty-five (45) days of his termination with no percent value or other discount or, at Executive’s option, on a deferred basis with no premium. (c) During the twelve months (12) month period commencing on the date his Term of Employment ends under this Agreement, Executive (and, where applicable, his dependents) shall be entitled to continue participation in the group health insurance plans maintained by the Bank the Consolidated Omnibus Budget Reconciliation Act of 1986 under “COBRA”, or health insurance programs with Bank contributing it’s portion of cost of premium to executive as if he were still an employee of the Bank. Where applicable, Executive’s salary for purposes of such plans shall be deemed to be equal to his annual Base Salary in effect immediately prior to his termination. The foregoing notwithstanding, in the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the coverage provided by the Bank under this Section 4.2 shall terminate immediately. Any group health continuation coverage that the Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) shall commence when coverage under this Section 4.2 terminates. (d) Except as provided in this Agreement or required by law, all of Executive’s employee benefits and compensation shall cease on the last day on which he performs services as an employee of the Bank. (e) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Agreement) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source. (f) Notwithstanding any other provision of this Agreement, the Bank shall not be required to make any payment or property transfer to, or for the benefit of, Executive (under this Agreement or otherwise) that would be nondeductible by the Bank by reason of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), or that would subject Executive to the excise tax described in Section 4999 of the Code.

Termination on Change in Control. In the event of a change in control of the Company (aas hereinafter defined) Ifthe Executive may terminate his employment either simply by reason of the change in control or for "Good Reason" (as hereinafter defined) by written notice to the Chairman of the Board of Directors of the Company or to the Chief Executive Officer of an entity which acquires the Company, as the case may be, given within one year following 60 days after the effective date of such change in control or other event giving rise to the Executive's right to terminate this Agreement; provided, however, that if the change in control is a Change transaction approved by at least 75% of Controlthe members of the Board of Directors of the Company the Executive will be obligated to assist diligently in the consummation of the transaction, regardless of whether such assistance amounts to a change in his duties; provided, however, notwithstanding the Executive’s employment is terminated under the provisions of 's election to terminate this Agreement other than pursuant to Section 13(c), the Company or as its successor may require that this Agreement remain in effect and the Executive will remain employed for a result period of up to 180 days after the effective date of the Bank’s election change in control in order to assist with the transition of his duties to another person or in the transition of the business of the Company and its Subsidiaries to such successor; provided, however, the Executive's duties during such transition period will reasonably relate to the services he performed for the Company prior to such change in control, the Executive's work hours will not be more onerous than his work hours prior to extend this Agreement such change in control, and the Term of Employment pursuant Executive will be allowed reasonable opportunities to this Agreementseek other employment, consistent with the requirements for his services in such transition. During any such transition period when the Executive remains employed, the Executive shall receive: (i) The sum of twelve months (12) months of the Executive’s annual Base Salary under Section 6(a) hereof as in effect on the date the Term of Employment ends, (ii) any incentive be entitled to compensation earned but not yet paid, and (iii) any expenses incurred under this Agreement but not yet reimbursed. (b) The payment to which Executive is entitled pursuant to this Agreement shall be paid in a single installment within forty-five (45) days of his termination with no percent value or other discount or, at Executive’s option, based on a deferred basis with no premium. (c) During the twelve months (12) month period commencing on the date his Term of Employment ends under this Agreement, Executive (and, where applicable, his dependents) shall be entitled to continue participation in the group health insurance plans maintained by the Bank the Consolidated Omnibus Budget Reconciliation Act of 1986 under “COBRA”, or health insurance programs with Bank contributing it’s portion of cost of premium to executive as if he were still an employee of the Bank. Where applicable, Executive’s salary for purposes of such plans shall be deemed to be equal to his annual Base Salary base salary in effect immediately prior to his termination. The foregoing notwithstandingthe change in control and such compensation shall not be applied against the severance pay due under Section 14(a) or Section 14(b), in as the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the coverage provided by the Bank under this Section 4.2 shall terminate immediately. Any group health continuation coverage that the Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) shall commence when coverage under this Section 4.2 terminatescase may be. (da) Except as provided In the event there is a change in control and the Executive terminates this Agreement or required by lawfor Good Reason, all the Company shall pay to the Executive as severance pay in one lump sum upon the effective date of Executive’s employee benefits and compensation shall cease on such termination an amount equal to the last day on which base salary he performs services as an employee would have received (at the greater of the Bank. rate of $225,000 per annum or the annual base salary in effect immediately prior to the change in control) from the effective date of the change in control until the expiration of this Agreement (e) Executive shall not be required to mitigate assuming no further automatic extensions of the amount of any payment or benefit contemplated by this Agreement) (whether by seeking new employment or otherwiseexpiration date) and no such payment or benefit shall the Executive will be reduced by earnings that Executive may receive released from any other source. (f) Notwithstanding any other provision of this Agreement, the Bank shall not be required to make any payment or property transfer to, or for the benefit of, Executive (under this Agreement or otherwise) that would be nondeductible by the Bank by reason of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), or that would subject Executive to the excise tax described in Section 4999 of the Code.non-

Termination on Change in Control. (a) If, within one year following a Change of Control, Executive’s employment is terminated under the provisions of this Agreement or as a result of the Bank’s election not to extend this Agreement and the Term of Employment pursuant to this Agreement, Executive shall receive: (i) The sum of twelve months (12) months of the Executive’s annual Base Salary under Section 6(a) hereof thereof as in effect on the date the Term of Employment ends, (ii) any incentive compensation earned but not yet paid, and (iii) any expenses incurred under this Agreement but not yet reimbursed. (b) The payment to which Executive is entitled pursuant to this Agreement shall be paid in a single installment within forty-five (45) days of his termination with no percent value or other discount or, at Executive’s option, on a deferred basis with no premium. (c) During the twelve months (12) month period commencing on the date his her Term of Employment ends under this Agreement, Executive (and, where applicable, his her dependents) shall be entitled to continue participation in the group health insurance plans maintained by the Bank the Consolidated Omnibus Budget Reconciliation Act of 1986 under “COBRA”, or health insurance programs with Bank contributing it’s its portion of cost of premium to executive as if he she were still an employee of the Bank. Where applicable, Executive’s salary for purposes of such plans shall be deemed to be equal to his her annual Base Salary in effect immediately prior to his her termination. The foregoing notwithstanding, in the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the coverage provided by the Bank under this Section 4.2 shall terminate immediately. Any group health continuation coverage that the Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) shall commence when then coverage under this Section 4.2 terminates. (d) Except as provided in this Agreement or required by law, all of Executive’s employee benefits and compensation shall cease on the last day on which he the executive performs services as an employee of the Bank. (e) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Agreement) Agreement (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source. (f) Notwithstanding any other provision of this Agreement, the Bank shall not be required to make any payment or property transfer to, or for the benefit of, Executive (under this Agreement or otherwise) that would be nondeductible by the Bank by reason of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), or that would subject Executive to the excise tax described in Section 4999 of the Code.