Common use of Termination Payments Clause in Contracts

Termination Payments. In the event this Agreement is terminated by the -------------------- Employer pursuant to Section 3.2.1(b) or by the Employee pursuant to Sections 3.2.2(a) or 3.2.3, then commencing with the first payroll date immediately following the effective date of such termination, the Employer will pay to the Employee as severance pay and liquidated damages an amount equal to the Average Monthly Compensation (as defined below) for a period equal to the remaining Term. Any amounts payable pursuant to this Section 3.7 will be paid at the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (a) the greater of (1) the Employee's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to the most recent three (3) consecutive twelve-month periods during which the Employee was employed by the Employer (or if the Employer has been employed for fewer periods, such lesser number of periods) immediately prior to the effective date of the Agreement's termination that produced the highest average, by (b) twelve (12). Notwithstanding any other provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment", as defined in Section 280G(b)(2) of the Internal Revenue Code, the Employee shall receive the Total Payments unless (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event and only in the event this Agreement is terminated by the -------------------- Employer pursuant to Section 3.2.1(b) or by the Employee pursuant to Sections Section 3.2.2(a) or 3.2.3and a Change in Control has not occurred, then commencing with the first payroll date immediately following the effective date of such termination, the Employer will pay to the Employee as severance pay and liquidated damages an amount equal to the Average Monthly Compensation (as defined below) then current Base Salary plus all benefits then received by Employee for a period equal to the remaining Term. Any amounts payable Term plus any Incentive Compensation that may have accrued in the calendar year in which Employee was terminated In the event and only in the event this Agreement is terminated by the Employer pursuant to Section 3.1 and a Change in Control has not occurred, then commencing with the first payroll date immediately following the effective date of such termination, the Employer will pay to the Employee as severance pay and liquidated damages an amount equal to fifty percent (50%) of Employee's Base Salary for the immediately preceding 12 month period payable, at the option of Employee, either in a lump sum or in six (6) equal monthly installments. Employer will also provide to Employee benefits substantially similar to those received by Employee prior to the effective date of a termination under Section 3.1 for six (6) months after the effective date of such termination. In the event and only in the event a Change in Control has occurred and this Agreement is terminated by Employer or by Employee pursuant to Section 3.7 will 3.2.3, the Employee shall be entitled to a lump sum payment equal to the sum of (a) to the excess of (i) 2.99 times Employee’s Average Annual Compensation over (ii) the aggregate present value, as determined for federal income tax purposes, of all other payments to the Employee in the nature of compensation that are treated for federal income tax purposes as contingent on the Change in Control plus (b) an annual bonus equal to the greater of target or actual bonus for the year in which employment terminates, pro-rated for the months elapsed in the annual bonus period at the time employment terminates and shall be paid at such lump sum payment by Employer within 24 hours of the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paideffective date of termination of this Agreement. As used herein, the term "Average Monthly Annual Compensation" means the quotient determined Employee’s average annual taxable compensation paid by dividing (a) the greater of (1) the Employee's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to Employer during the most recent three five (35) consecutive twelve-month periods taxable years ending before the date the Change in Control occurs (or such portion of such period during which the Employee was employed by the Employer (or if the Employer has been employed for fewer periods, such lesser number of periods) immediately prior Employer. In addition to the effective date termination payments provided in this Section 3.7, in the event and only in the event a Change in Control has occurred and this Agreement is terminated by Employer or by Employee pursuant to Section 3.2.3: (a) all of the Agreement's termination that produced the highest average, by Employee’s stock awards shall immediately vest; (b) twelve all of Employee’s unexercised stock options shall become immediately exercisable and (12). Notwithstanding any other provisions c) Employer shall continue Employee’s medical coverage for up to this Agreement two years at the same level as available to the contrary, if the aggregate employees of the payments provided for in this Agreement and other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment", as defined in Section 280G(b)(2) of the Internal Revenue Code, the Employee shall receive the Total Payments unless (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedEmployer.

Termination Payments. In the event this Agreement A. If your employment is terminated by the -------------------- Employer pursuant to Section 3.2.1(b7(a) (Death), 7(b) (Disability), 7(d) (without Cause) or 7(f) (by you for Good Reason) (each of the circumstances in this Section 7(g) being known as a “Termination Event”), the Company will provide you (or, in the case of your death, your estate, heirs or legal representatives) the following (collectively, the “Termination Payments”): (i) accrued but unpaid base salary compensation (and accrued PTO, as applicable) due you as of the date on which the Employment Period ends (the “Termination Date”); (ii) subject to Section 24, your full base salary for a twelve (12) month period (the “Severance Payment”); and (iii) health benefits provided after the Termination Date (“COBRA coverage”) pursuant to Section 4980B of the Code reimbursed by the Employee pursuant to Sections 3.2.2(a) or 3.2.3, then commencing with Company for the first payroll date immediately twelve (12) months of coverage following the effective date of such termination, Termination Date under the Employer will pay to the Employee as severance pay and liquidated damages an amount equal to the Average Monthly Compensation (as defined below) for a period equal to the remaining Term. Any amounts payable pursuant to this Section 3.7 will be paid at the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (a) the greater of (1) the Employee's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to the most recent three (3) consecutive twelve-month periods during Company’s health benefit plan under which the Employee was employed by the Employer (or if the Employer has been employed for fewer periods, such lesser number of periods) you are receiving coverage immediately prior to the effective date of the Agreement's termination that produced the highest averageTermination Date, by (b) twelve (12). Notwithstanding any other provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and other payments and benefits which the Employee has the right you validly elect to receive from the Employer (the "Total Payments") would constitute a "parachute payment"COBRA Coverage. Subject to Section 24, as defined in Section 280G(b)(2) of the Internal Revenue Codebelow, the Employee shall receive reimbursement for COBRA will be paid within thirty (30) days after you incur the Total Payments unless expense. B. If a Termination Event (aother than your death) the after-tax amount that would be retained by the Employee (occurs within twelve months after taking into account all federala Change in Control, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall then you will be entitled to determine Termination Payments as stated in Section 7(g)(A)(ii) and (iii) above, except that the period for which of the Total Paymentssalary and benefits are provided in Sections 7(g)(A(ii) and (iii) shall be twenty-four (24) months, and the relative portions of each, are all payments to be reduced.made pursuant to those sections shall be paid to you in a lump sum upon the Termination Event. For the purposes of this Section and this Agreement,

Termination Payments. In the event this Agreement A. If Employee's employment is terminated by the -------------------- Employer pursuant to Section 3.2.1(b7(a) (Employee's Death), 7(b) (by Employer for Employee's Disability), 7(d) (by Employer without Cause) or 7(f) (by Employee for Good Reason) (each of the circumstances in this Section 7(g)(A) being known as a "Termination Event"), Employer shall provide Employee (or, in the case of his death, his estate, heirs or legal representatives) the following (collectively, the "Termination Payments"): (i) any and all accrued but unpaid base salary compensation (including accrued paid time off, as applicable) due to Employee as of the date on which the Employment Period ends (the "Termination Date"), which shall be paid on the Termination Date; and (ii) Employee's full base salary (payable bi-monthly at the same time Employee would otherwise receive such base salary if Employee were still employed by Employer) for twelve (12) months after the Termination Date; and (iii) health benefits for twelve (12) months after the Termination Date pursuant to Sections 3.2.2(aCOBRA coverage (reimbursed by Employer for the first twelve (12) or 3.2.3months) under Employer's health benefit plan under which Employee was receiving coverage during the Employment Period. B. If a Termination Event (other than the death of Employee as specified in Section 7(a)) occurs within twelve months after a Change in Control, then commencing with the first payroll date immediately following the effective date of such termination, the Employer will pay Employee is entitled to the Termination Payments as stated in Section 7(g)(A)(i) (ii) and (iii) above, except that the period for which salary and benefits are provided in Sections 7(g)(A)(ii) and (iii) shall be twenty-four (24) months, and all payments to be made pursuant to those sections shall be paid to Employee as severance pay in a lump sum within fifteen (15) days after the Termination Event. For purposes of this Section and liquidated damages an amount equal this Agreement, "Change in Control" shall mean: (i) the sale of all or substantially all of the assets of PRA International; or (ii) the consummation of a merger or consolidation of PRA International with any other corporation other than (A) a merger or consolidation which would result in the voting securities of PRA International outstanding immediately prior thereto continuing to represent more than fifty percent (50%) of the Average Monthly Compensation combined voting power of the voting securities of PRA International, or such surviving entity, outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of PRA International (or similar transaction) in which no "person" (as defined below) for a period equal to acquires more than thirty percent (30%) of the remaining Term. Any amounts payable pursuant to this Section 3.7 will be paid at combined voting power of PRA International's then-outstanding securities; or (iii) any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than (1) PRA International or (2) any corporation owned, directly or indirectly, by PRA International or the shareholders of PRA International in substantially the same frequency proportions as their ownership of stock in PRA International), becomes after the Employee's then Base Salary Effective Date the "beneficial owner" (as defined in Section 4.1(aRule 13d-3 under the Exchange Act), directly or indirectly, of securities of PRA International representing thirty percent (30%) is paid. As used herein, or more of the term "Average Monthly Compensation" means the quotient determined by dividing (a) the greater combined voting power of (1) the EmployeePRA International's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to the most recent three (3) consecutive twelve-month periods during which the Employee was employed by the Employer (or if the Employer has been employed for fewer periods, such lesser number of periods) immediately prior to the effective date of the Agreement's termination that produced the highest average, by (b) twelve (12). Notwithstanding any other provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment", as defined in Section 280G(b)(2) of the Internal Revenue Code, the Employee shall receive the Total Payments unless (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedoutstanding securities.

Termination Payments. In the event of termination of the Executive’s employment during the Employment Period, all compensation and benefits set forth in this Agreement is terminated shall terminate except as specifically provided in this Section 8. 8.1 Termination by the -------------------- Employer pursuant to Section 3.2.1(b) Company Other Than for Cause or by the Employee pursuant to Sections 3.2.2(a) Executive for Good Reason If during the Employment Period the Company terminates the Executive’s employment other than for Cause or 3.2.3, then commencing with the first payroll date immediately following Executive terminates the effective date of such terminationExecutive’s employment for Good Reason, the Employer will pay to the Employee as severance pay and liquidated damages an amount equal to the Average Monthly Compensation (as defined below) for a period equal to the remaining Term. Any amounts payable pursuant to this Section 3.7 will Executive shall be paid at the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing entitled to: (a) receive payment of the greater following accrued obligations (the “Accrued Obligations”): (i) the Annual Base Salary through the Date of Termination to the extent not theretofore paid; (ii) the product of (1x) the Employee's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) Annual Performance Bonus payable with respect to the most recent three (3) consecutive twelve-month periods during fiscal year in which the Employee was employed Date of Termination occurs and (y) a fraction the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is three hundred sixty-five (365); (iii) any compensation previously deferred by the Employer Executive (together with accrued interest or if the Employer has been employed for fewer periods, such lesser number of periods) immediately prior to the effective date of the Agreement's termination that produced the highest average, by (b) twelve (12). Notwithstanding any other provisions to this Agreement to the contraryearnings thereon, if the aggregate of the payments provided for in this Agreement and other payments and benefits which the Employee has the right to receive from the Employer any); and (the "Total Payments"iv) would constitute a "parachute payment", as defined in Section 280G(b)(2) of the Internal Revenue Code, the Employee shall receive the Total Payments unless (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code accrued vacation pay that would be payable by under the Employee (Company’s standard policy, in each case to the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than extent not theretofore paid; (b) have the after-tax amount Company pay for one (1) year after the Date of Termination or until the Executive qualifies for comparable medical and dental insurance benefits from another employer, whichever occurs first, the Executive’s premiums for health insurance benefit continuation for the Executive and the Executive’s family members, if applicable, that the Company provides to the Executive under the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the extent that the Company would be retained have paid such premiums had the Executive remained employed by the Employee Company (after taking into account such continued payment is hereinafter referred to as “COBRA Continuation”); (c) an amount as severance pay equal to one (1) times the Annual Performance Bonus payable with respect to the fiscal year in which the Date of Termination occurs; (d) an amount as severance pay equal to one (1) times the Annual Base Salary for the fiscal year in which the Date of Termination occurs; and (e) immediate vesting of all federal, state and local income taxes payable outstanding stock options previously granted to the Executive by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedCompany.

Termination Payments. In the event this Agreement A. If Employee’s employment is terminated by the -------------------- Employer pursuant to Section 3.2.1(b7(a) (Employee’s Death), 7(b) (by Employer for Employee’s Disability), 7(d) (by Employer without Cause) or 7(f) (by Employee for Good Reason) (each of the circumstances in this Section 7(g)(A) being known as a “Termination Event”), Employer shall provide Employee (or, in the case of his death, his estate, heirs or legal representatives) the following (collectively, the “Termination Payments”): (i) any and all accrued but unpaid base salary compensation (and accrued PTO, as applicable) due to Employee as of the date on which the Employment Period ends (the “Termination Date”), which shall be paid on the Termination Date; and (ii) Employee’s full base salary (payable bi-monthly at the same time Employee would otherwise receive such base salary if Employee were still employed by Employer) for twelve (12) months after the Termination Date; and (iii) health benefits after the Termination Date pursuant to Sections 3.2.2(aCOBRA coverage (reimbursed by Employer for the first twelve (12) or 3.2.3months) under Employer’s health benefit plan under which Employee was receiving coverage during the Employment Period. B. If a Termination Event (other than the death of Employee as specified in Section 7(a)) occurs within twelve months after a Change in Control, then commencing with the first payroll date immediately following the effective date of such termination, the Employer will pay Employee is entitled to the Termination Payments as stated in Section 7(g)(A)(i) (ii) and (iii) above, except that the period for which salary and benefits are provided in Sections 7(g)(A)(ii) and (iii) shall be twenty-four (24) months, and all payments to be made pursuant to those sections shall be paid to Employee as severance pay in a lump sum upon the Termination Event. For purposes of this Section and liquidated damages an amount equal this Agreement, “Change in Control” shall mean: (i) the sale of all or substantially all of the assets of PRA International; or (ii) the consummation of a merger or consolidation of PRA International with any other corporation other than (A) a merger or consolidation which would result in the voting securities of PRA International outstanding immediately prior thereto continuing to represent more than fifty percent (50%) of the Average Monthly Compensation combined voting power of the voting securities of PRA International, or such surviving entity, outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of PRA International (or similar transaction) in which no “person” (as defined below) for a period equal to acquires more than thirty percent (30%) of the remaining Term. Any amounts payable pursuant to this Section 3.7 will be paid at combined voting power of PRA International’s then-outstanding securities; or (iii) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than (1) PRA International or (2) any corporation owned, directly or indirectly, by PRA International or the shareholders of PRA International in substantially the same frequency proportions as their ownership of stock in PRA International), becomes after the Employee's then Base Salary Effective Date the “beneficial owner” (as defined in Section 4.1(aRule 13d-3 under the Exchange Act), directly or indirectly, of securities of PRA International representing thirty percent (30%) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (a) the greater of (1) the Employee's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to the most recent three (3) consecutive twelve-month periods during which the Employee was employed by the Employer (or if the Employer has been employed for fewer periods, such lesser number of periods) immediately prior to the effective date more of the Agreement's termination that produced the highest average, by (b) twelve (12). Notwithstanding any other provisions to this Agreement to the contrary, if the aggregate combined voting power of the payments provided for in this Agreement and other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment", as defined in Section 280G(b)(2) of the Internal Revenue Code, the Employee shall receive the Total Payments unless (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedPRA International’s then outstanding securities.

Termination Payments. In the event Employee's employment is --------------------- terminated under this Agreement is terminated by prior to the -------------------- Employer expiration of the Term pursuant to Section 3.2.1(b) or by the Employee pursuant to Sections ), Section 3.2.2(a) or Section 3.2.3, then commencing with the first payroll date immediately following the effective date of such termination, the Employer will shall pay to the Employee as severance pay and liquidated damages an a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (as defined below) for a period equal to the remaining Term. Any amounts payable pursuant to this Section 3.7 will be paid at the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (ab) the greater of (1) the Employee's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to the most recent three (3) consecutive twelve-month periods during which the Employee was employed by the Employer (or if the Employer has been employed for fewer periods, such lesser number of periodsmonths (including partial months) immediately prior to from the effective date of the Agreementtermination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall continue to provide the Employee the benefits described in Section 4.6 and Section 4.8 and shall pay an amount equal to what would be the Employee's termination that produced cost of COBRA health continuation coverage for the highest average, by (b) twelve (12)Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provisions to provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment", ," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event If this Agreement is terminated and Registered Rep is not subject to "disqualification," Broker-Dealer will pay Registered Rep or Registered Rep's legal representative: a. on business written by Registered Rep under the -------------------- Employer pursuant Schedule of Payments attached hereto as EXHIBIT B , (i) any remaining writing compensation for the first through fifth policy years as would have been due and payable to Section 3.2.1(bRegistered Rep if this Agreement had not been terminated; and (ii) if on the date of termination Registered Rep had five (5) or by more years of combined service as an agent under the Employee pursuant State Farm Agent's Agreement or Local Agent's Appointment, any remaining writing compensation for the sixth through fifteenth policy years as would have been due and payable to Sections 3.2.2(aRegistered Rep if this Agreement had not been terminated; and b. if the date of termination of this Agreement coincides with the date of termination of the State Farm Agent's Agreement, and if on the date of termination Registered Rep has twenty five (25) or 3.2.3more years of combined service as an agent under the State Farm Agent's Agreement or Local Agent's Appointment, then commencing with the first payroll date immediately following the effective date of such termination, the Employer will pay on business credited to the Employee as severance pay and liquidated damages an Registered Rep's account on which service compensation is being paid to Registered Rep, (i) On Variable Deferred Annuity policies a monthly amount equal to three-fourths of one percent (3/4 of 1%) of an average monthly premium of any such policy; and (ii) On Variable Universal Life policies a monthly amount equal to one and one-half percent (1 1/2%) of an average monthly premium of any such policy beginning the Average Monthly Compensation last day of the month next following the month of termination of this Agreement and until the last day of the month in which Registered Rep's death occurs; except that no amount shall be paid on any policy made available for assignment by the termination of a State Farm Registered Representative Agreement or by a release of policies pursuant to Article X of this Agreement or Article X of any other State Farm Registered Representative Agreement, and except that if Registered Rep is less than sixty five (as defined below65) years of age on the date of termination of this Agreement, amounts shall be reduced actuarially based on Registered Rep's lower age. c. The "average monthly premium" of a policy shall be calculated by dividing the total premium paid on the policy by the number of full months elapsed between its Policy Date and termination of this Agreement, except that the "average monthly premium" for a period equal policy in force less than sixty (60) months shall be no greater than: (i) For a Variable Universal Life policy, one-twelfth (1/12) of the total Primary Compensation Premium paid on the base policy and any increases to the remaining Term. Any amounts payable pursuant to this Section 3.7 will be paid at the same frequency base and added riders, and (ii) For a Variable Deferred Annuity policy, two hundred dollars ($200). d. After Registered Rep and any spouse (if accepted as the Employee's then Base Salary (as defined in Section 4.1(a)a payee) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (a) the greater of (1) the Employee's then current Base Salaryhave died, or (2) the average at any time Broker-Dealer owes, for each of Base Salary and incentive bonus as described in Section 4.1(b) with respect to the most recent three (3) consecutive twelveperiodic payments in this Section, less than one hundred dollars ($100), Broker-month periods during which Dealer may, in its sole discretion, change the Employee was employed by frequency and amount of the Employer (periodic payments to payment or if payments less frequent and of greater amount or amounts, but of equal present value. Any new amount or amounts shall reasonably consider the Employer has been employed for fewer periodstime value of money and any influence of policy persistency, such lesser number of periods) immediately prior agent mortality, and other factors relevant to the effective date of the Agreement's termination that produced the highest average, by (b) twelve (12). Notwithstanding any other provisions to this Agreement to the contrary, if the aggregate of the payments payment frequency and amounts otherwise provided for in this Agreement and other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment", as defined in Section 280G(b)(2) of the Internal Revenue Code, the Employee shall receive the Total Payments unless (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedherein.

Termination Payments. In the event Executive's employment is terminated under this Agreement is terminated by prior to the -------------------- Employer expiration of the Term pursuant to Section 3.2.1(b3.3.1(b), Section 3.3.2(a) or by the Employee pursuant to Sections 3.2.2(a) or 3.2.3, then commencing with the first payroll date immediately following the effective date of such terminationSection 3.3.3, the Employer will Company shall pay to the Employee Executive as severance pay and liquidated damages a lump sum amount equal to the product of the (a) Average Monthly Compensation multiplied by (b) twenty-four (24). In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination) (the "Severance Period"), the Company shall cause the Bank to continue to provide to the Executive, to the extent practicable, the benefits described in Section 4.3; provided, however, that in lieu of providing health benefits, the Company shall pay the Executive an amount equal to the Average Monthly Compensation (as defined below) cost of COBRA health continuation coverage that would be charged by the Bank to a former employee and eligible dependents for a period equal to the remaining Term. Any amounts payable pursuant to this Section 3.7 will be paid at the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (a) the greater of (1) the Employee's then current Base Salary, Severance Period or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to the most recent three (3) consecutive twelve-month periods period during which the Employee was employed Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Bank. To the extent the Company determines that the continuation of any other benefits by the Employer (or Bank is not practicable, the Company shall pay the Executive an amount equal to what would have been the Bank's cost of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents if the Employer has coverage could have been employed for fewer periods, such lesser number of periods) immediately prior to the effective date of the Agreement's termination that produced the highest average, by (b) twelve (12)continued. Notwithstanding any other provisions to provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee Executive has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment", ," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the Employee "Code"), the Executive shall receive the Total Payments unless the (a) the after-tax amount that would be retained by the Employee Executive (after taking into account all federal, state and local income taxes payable by the Employee Executive and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee Executive (the "Excise Taxes")) if the Employee Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee Executive (after taking into account all federal, state and local income taxes payable by the EmployeeExecutive) if the Employee Executive were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee Executive shall be entitled only to the Reduced Payments. If the Employee Executive is to receive the Reduced Payments, the Employee Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event this Agreement is terminated by the -------------------- Employer pursuant Subject to Section 3.2.1(b) 9, if during the Protection Period the Corporation shall terminate the Executive's employment other than for Cause or by Disability, or if the Employee pursuant to Sections 3.2.2(a) or 3.2.3, then commencing with the first payroll date immediately following the effective date of such terminationExecutive shall terminate his employment for Good Reason, the Employer will Corporation shall pay to the Employee as severance pay Executive the following amounts and liquidated damages an amount provide him with the following benefits: (A) If not theretofore paid, the Executive shall be paid, within 30 days of the Date of Termination, (x) a lump-sum cash payment equal to his Base Salary through the Average Monthly Compensation Date of Termination at the rate in effect on the Date of Termination (as defined belowor, if greater, the rate required by Section 5(a)), and (y) a lump-sum cash payment equal to (X) the product of (i) a fraction, the numerator of which equals the number of days elapsed since the beginning of the fiscal year in which the Executive's Date of Termination occurs through the Date of Termination and the denominator of which is 365, and (ii) the average of the Annual Incentive paid to the Executive for the two full fiscal years ended prior to the Date of Termination, minus (Y) the amount of any Initial Prorated Incentive Payment and any other prorated incentive payment payable under the Annual Incentive Plan for the fiscal year in which the Executive’s Date of Termination occurs. (B) Within 30 days of the Date of Termination, a lump-sum cash payment equal to [two] [three (only for the Chief Executive Officer)] times the sum of (x) the Executive's annual Base Salary (at the rate in effect immediately prior to the Date of Termination, or, if greater, the rate required by Section 5(a)) and (y) the average of the Annual Incentives paid to the Executive for the two full fiscal years ended prior to the Date of Termination. (C) (x) For a period equal of eighteen (18) months following the Date of Termination (the "COBRA Period"), the Corporation will arrange to provide the Executive, at no cost to the remaining TermExecutive, with medical and dental benefits substantially similar to those that the Executive was receiving or entitled to receive immediately prior to the Date of Termination subject to the terms and conditions of such medical and dental plans, including, but not limited to, timely payment of any employee contributions necessary to maintain participation, except that the level of such benefit to be provided to the Executive may be reduced in the event of a corresponding reduction generally applicable to all recipients of or participants in such benefits. Any amounts payable The COBRA Period shall be considered to be the period during which the Executive shall be eligible for continuation coverage under Section 4980B of the Code, and the Corporation shall reimburse the Executive for the amount of premiums for such continuation coverage; provided, however, that without otherwise limiting the purposes or effect of Section 10, the benefits otherwise receivable by the Executive pursuant to this Section 3.7 7(d)(ii)(C)(x) will be paid at the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (a) the greater of (1) the Employee's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to the most recent three (3) consecutive twelve-month periods during which the Employee was employed by the Employer (or if the Employer has been employed for fewer periods, such lesser number of periods) immediately prior to the effective date of the Agreement's termination that produced the highest average, by (b) twelve (12). Notwithstanding any other provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment", as defined in Section 280G(b)(2) of the Internal Revenue Code, the Employee shall receive the Total Payments unless (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion extent comparable benefits are actually received by the Executive from another employer during the COBRA Period following the Executive's Date of Termination, and any such benefits actually received by the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee Executive shall be entitled only reported by the Executive to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedCorporation.

Termination Payments. In 1.1 The Employee and the event Company acknowledge and agree that the Employee incurred a termination of employment with the Company and a “Separation From Service”, as that term is defined in Section 4(a)(2) of the Employment Agreement, on the Termination Date. While the Employee and the Company intend to enter into a Consulting Agreement shortly after the Termination Date under which the Employee may be requested to provide services to the Company for a limited period of time, the parties agree that such agreement will not alter the parties’ determination that the Employee incurred a “Separation From Service” on the Termination Date because the Company and the Employee do not reasonably anticipate, as of the date or dates this Agreement is terminated executed, that the Employee will be required to provide services to the Company under the Consulting Agreement that will exceed 20 percent of the average level of bona fide services provided by the -------------------- Employer Employee to the Company and its affiliates during the immediately preceding 36-month period. 1.2 The Employee acknowledges that: (i) the payments and other benefits set forth in Section 4(a)(3) of the Employment Agreement, as modified by the terms of this Agreement (and which are described below and further summarized and calculated on Appendix 1 hereto) constitute all severance payments and benefits the Company is required to pay or provide to the Employee under the Employment Agreement, (ii) the Employee has no entitlement under any other severance or similar arrangement maintained by the Company, including the Company’s Policy for Termination and Separation of Employment and (iii) except as otherwise provided specifically in this Agreement, the Company does not and will not have any other liability or obligation to the Employee. (a) Pursuant to Section 4(a)(3)(r) of the Employment Agreement, the Company will pay to the Employee an amount equal to thirty-six (36) months of Employee’s base salary as in effect immediately before the Employee’s termination of employment, as set forth on Appendix 1 attached hereto. (b) Pursuant to Section 4(a)(3)(s) of the Employment Agreement, the Company will pay to the Employee an amount equal to three times the amount of the annual bonus earned by the Employee for the 2016 fiscal year (which is the highest annual bonus earned by the Employee for the last three fiscal years ending prior to the Employee’s termination date), as set forth on Appendix 1 attached hereto. (c) Pursuant to Section 4(a)(3)(t) of the Employment Agreement, the Company will pay to the Employee an amount equal to the maximum contribution the Company may make for the Employee for thirty-six (36) months under the Company’s 401(k) profit sharing plan as in effect immediately before the Employee’s termination of employment, as set forth on Appendix 1 attached hereto. (d) Pursuant to Section 4(a)(3)(u) of the Employment Agreement, as modified by the terms of this Agreement, the parties agree that any outstanding stock option(s) and stock appreciation right(s) granted by the Company to the Employee will remain exercisable until the earlier of (i) twelve (12) months following the Employee’s termination, (ii) the expiration of the general term(s) of the award specified in the relevant award agreement(s), or (iii) the date the Company is dissolved, whichever is the shorter period. (e) Pursuant to Section 4(a)(3)(x) of the Employment Agreement, as modified by the terms of this Agreement, the Company will provide to the Employee outplacement services with Xxx Xxxxx and Xxxxxxxx, an outplacement services company, during the period set forth on Xxxxxxxx 0 xxxxxxxx xxxxxx. (x) Pursuant to Section 4(a)(3)(y) of the Employment Agreement, the Company will provide, for a period of thirty-six (36) months following the Employee’s termination of employment, to the Employee the same level of life and accident insurance benefits the Employee and the Employee’s dependents were receiving from the Company immediately before the Employee’s termination of employment, as set forth on Appendix 1 attached hereto. Pursuant to Section 4(a)(3)(y) of the Employment Agreement, as modified by the terms of this Agreement, the parties agree that the Company will provide through December 31, 2017, to the Employee and the Employee’s dependents the same level of dental and health insurance benefits the Employee and the Employee’s dependents were receiving from the Company immediately before the Employee’s termination of employment, as set forth on Appendix 1 attached hereto, and, as a result of the Company not being able to provide dental and health insurance benefits after December 31, 2017, due to the liquidation and dissolution of the Company, the parties have agreed to a termination and settlement of the Employee’s rights to, and the Company’s obligations to provide, such benefits and the parties have agreed that the Company will pay to the Employee lump sum cash payments in the amounts of $23,255.81 and $153,998.80, which are the respective amounts the Employee and the Company have agreed upon as the agreed value of the dental and health insurance benefits that the Company would have otherwise been required to provide to the Employee and the Employee’s dependents after December 31, 2017, pursuant to Section 3.2.1(b4(a)(3)(y) or of the Employment Agreement, as set forth on Appendix 1 attached hereto. In addition, the parties acknowledge that the Company is not able to provide Unum disability insurance benefits required under Section 4(a)(3)(y) of the Employment Agreement due to the liquidation and dissolution of the Company, and the parties have agreed to a termination and settlement of the Employee’s rights to, and the Company’s obligations to provide, such benefits and the parties have agreed that the Company will pay to the Employee a lump sum cash payment in the amount of $8,299.00, which is the amount the Employee and the Company have agreed upon as the agreed value of the Unum disability insurance benefits that the Company would have otherwise been required to provide to the Employee pursuant to Section 4(a)(3)(y) of the Employment Agreement, as set forth on Appendix 1 attached hereto. (g) Pursuant to Section 4(a)(3)(z) of the Employment Agreement, the Company will pay to the Internal Revenue Service on behalf of the Employee an additional amount such that the net amount retained by the Employee pursuant to Sections 3.2.2(a) or 3.2.3, then commencing with the first payroll date immediately following the effective date of such termination, the Employer will pay to the Employee as severance pay and liquidated damages an amount equal to the Average Monthly Compensation (as defined below) for a period equal to the remaining Term. Any amounts payable pursuant to benefits described in this Section 3.7 will be paid at the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (a) the greater of (1) the Employee's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to the most recent three (3) consecutive twelve-month periods during which the Employee was employed by the Employer (or if the Employer has been employed for fewer periods, such lesser number of periods) immediately prior to the effective date of the Agreement's termination that produced the highest average, by (b) twelve (12). Notwithstanding any other provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment", as defined in Section 280G(b)(2) of the Internal Revenue Code, the Employee shall receive the Total Payments unless (a) the after-tax amount that would be retained by the Employee (1.2 after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee tax imposed under Section 4999 of the Internal Revenue Code of 1986 shall be equal to the amount that the Employee would have received pursuant to those provisions before payment of any such excise tax, as set forth on Appendix 1 and attached hereto. (h) The Company will pay to the Employee the lump sum cash payments described in Section 1.2(a), (b) and (c) on the date set forth on Appendix 1 attached hereto by deposit to the Employee’s account number at Bank (using routing number ). The Company will pay to the Employee the reimbursement of the premiums for the coverage described in Section 1.2(f) as set forth on Appendix 1 attached hereto by deposit to the Employee’s account number at Bank (using routing number ). The Employee agrees to provide to the Company such documentation as the Company reasonably requests regarding such coverage including, without limitation, the information needed to verify the amount of the premiums paid and the date of payment. The Company will pay to the Employee the lump sum cash payment described in Section 1.2(f) on October 13, 2017 by deposit to the Employee’s account number at Bank (using routing number ). (i) In addition to the payments and benefits described above that are payable or provided pursuant to Section 4(a)(3) of the Employment Agreement, the Company will pay to the Employee an amount equal to the value of the Employee’s earned and unused vacation time through the Termination Date, the amount of which is set forth on Appendix 1 attached hereto. Such amount will be payable paid on the date set forth on Appendix 1 attached hereto. 1.3 All benefits provided to the Employee under this Agreement shall be subject to such withholdings as may be required by any applicable laws, including, without limitation, U.S. Federal law and the laws of the State of Texas, or as requested in writing by the Employee (the "Excise Taxes")in accordance with applicable law or as provided in Section 1.2(g) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedthis Agreement.

Termination Payments. (a) In the event that the Employment Term is terminated for any reason other than by the Company without Cause or by the Employee with Good Reason: (A) the Company shall pay to the Employee any Base Salary accrued hereunder on or prior to the date of termination but not theretofore paid to the Employee; and (B) the Employee shall be entitled, in accordance with the terms and conditions of the applicable plan, program or arrangement, to all benefits accrued under any benefit plans, programs or arrangements in which the Employee shall be a participant as of the date of termination, including any Bonus earned, declared and payable (but not yet paid) in accordance with Section 3(b) hereof in respect of the then current fiscal year, or if the Bonus in respect of the then current fiscal year has not yet been earned, declared and become payable, in respect of the fiscal year ended immediately prior to the date of termination (the "Accrued Benefits"). (b) Subject to paragraph (c) of this Agreement Section 11 below, in the event that the Employment Term is terminated by the -------------------- Employer pursuant to Section 3.2.1(b) Company without Cause or by the Employee pursuant to Sections 3.2.2(afor Good Reason: (A) or 3.2.3, then commencing with the first payroll date immediately following the effective date of such termination, the Employer will Company shall pay to the Employee as severance any Base Salary accrued hereunder on or prior to the date of termination but not theretofore paid to the Employee; (B) the Company shall pay and liquidated damages the Employee a lump sum amount equal to two (2) times the Employee's annual Base Salary at the time of the Employee's termination of employment; (C) the Company shall pay the Employee an amount equal to the Average Monthly Compensation (as defined below) for a period equal to the remaining Term. Any amounts payable pursuant to this Section 3.7 will be paid at the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (a) the greater of (1) the Employee's then current Base Salary, or two (2) times the average of Base Salary and incentive bonus as described in Section 4.1(bBonus paid (or to be paid) with respect to the most recent three (3) consecutive twelve-month periods during which Employee for the Employee was employed by the Employer (then current fiscal year, or if the Employer has been employed for fewer periods, such lesser number of periods) immediately prior to the effective date Bonus in respect of the Agreement's termination that produced the highest averagethen current fiscal year has not yet been earned, by (b) twelve (12). Notwithstanding any other provisions to this Agreement to the contrarydeclared and become payable, if the aggregate in respect of the payments provided for in this Agreement and other payments and benefits which fiscal year preceding the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment", as defined in Section 280G(b)(2) of the Internal Revenue Code, the Employee shall receive the Total Payments unless (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), fiscal year in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.such termination occurs; and

Termination Payments. In the event the Employee's employment is terminated under this Agreement is terminated by prior to the -------------------- Employer expiration of the Term pursuant to Section 3.2.1(b) or by the Employee pursuant to Sections ), Section 3.2.2(a) or Section 3.2.3, then commencing with the first payroll date immediately following the effective date of such termination, the Employer will shall pay to the Employee as severance pay and liquidated damages an a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (as defined below) for a period equal to the remaining Term. Any amounts payable pursuant to this Section 3.7 will be paid at the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (ab) the greater of (1) the Employee's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to the most recent three (3) consecutive twelve-month periods during which the Employee was employed by the Employer (or if the Employer has been employed for fewer periods, such lesser number of periodsmonths (including partial months) immediately prior to from the effective date of the Agreementtermination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall pay an amount equal to what would be the Employee's cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. In the event the Employee's employment is terminated pursuant to Section 3.2.3, in addition to the termination that produced payments described in this paragraph, the highest average, by (b) twelve (12)Employer shall continue to provide the Employee with the benefit described in Section 4.9 hereof for the Severance Period. Notwithstanding any other provisions to provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment", ," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.Reduced

Termination Payments. In the event this Agreement is terminated by the -------------------- Employer Employers pursuant to Section 3.2.1(b) or by the Employee pursuant to Sections 3.2.2(a) or 3.2.3, then commencing with the first payroll date immediately following the effective date of such termination, the Employer Employers will pay to the Employee as severance pay and liquidated damages an amount equal to the Average Monthly Compensation (as defined below) for a period equal to the remaining Term. Any amounts payable pursuant to this Section 3.7 will be paid at the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (a) the greater of (1i) the Employee's then current Base Salary, or (2ii) the highest average of Base Salary and incentive bonus Incentive Compensation as described in Section 4.1(b) with respect to occurring in the most recent three (3) consecutive twelve-month periods during which the Employee was employed by the Employer Employers (or if the Employer Employers has been employed for fewer periods, such lesser number of periods) immediately prior to the effective date of the Agreement's termination that produced the highest averagetermination, by (b) twelve (12). Notwithstanding any other provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and other payments and benefits which the Employee has the right to receive from the Employer Employers (the "Total Payments") would constitute a "parachute payment", as defined in Section 280G(b)(2) of the Internal Revenue Code, the Employee shall receive the Total Payments unless (ax) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (by) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event this Agreement is terminated by the -------------------- Employer pursuant to Section 3.2.1(b) or by the Employee pursuant to Sections 3.2.2(a) or 3.2.3, then commencing with the first payroll date immediately following the effective date of such termination, the Employer will pay Subject to the Employee as severance pay Employee’s timely execution, delivery and liquidated damages an amount equal to the Average Monthly Compensation non-revocation of a Release (as defined below) for a period equal to the remaining Term. Any amounts payable pursuant to this Section 3.7 will be paid at the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (a) the greater of (1) the Employee's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b2(c) below) following a Qualifying Termination on the Termination Date, and continued compliance with respect to the most recent three (3) consecutive twelve-month periods during which the Employee was employed by the Employer (or if the Employer has been employed for fewer periodsSections 5, such lesser number of periods) immediately prior to the effective date of the Agreement's termination that produced the highest average6, by (b) twelve (12). Notwithstanding any other provisions to this Agreement to the contrary7, if the aggregate of the payments provided for in this Agreement 8 and other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment", as defined in Section 280G(b)(2) of the Internal Revenue Code, the Employee shall receive the Total Payments unless (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments9 below, the Employee shall be entitled to determine which receive the following payments and benefits: (i) continued payment of the Total PaymentsEmployee’s annual base pay in effect on the Termination Date from the Termination Date until March 15, 2018 (the 2 “Severance Period”), less applicable withholding taxes, paid in accordance with the Company’s payroll practices; provided that, the first payment shall be paid as part of the first full payroll cycle following the forty-fifth (45th) day after the Termination Date and shall include payments of any amounts that would be due prior to such commencement date (such date, the “Payment Commencement Date”). (ii) a lump sum amount equal to the annual bonus the Employee would have otherwise received for fiscal year 2018, based on actual performance, payable in a lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of fiscal year 2018. (iii) a taxable cash payment equal to the monthly employer contribution to the Company’s group health coverage premium for an active employee with the same level of coverage as Employee had on the Termination Date for the Severance Period, with the first payment to be made on the Payment Commencement Date and the remaining payments monthly thereafter for the duration of the Severance Period. (iv) for purposes of the Employee’s Equity Awards, on the Termination Date the vesting of such Equity Awards shall be calculated as if Employee’s employment terminated on March 15, 2018 and such termination of employment was due to “Retirement” (as such term is defined in the Equity Awards) and Employee shall remain subject to all terms and conditions set forth in the Omnibus Plan and Equity Awards. If the Employee participated in direct deposit as of the Termination Date, the Employee’s payments in Sections 2(b)(i)-(iii) will be direct deposited. If the Employee did not participate in direct deposit, the Employee will be issued a live check to the Employee’s last reported home address on file with the Company. The termination payments and benefits described in this Section 2(b)(i)-(iv) will be reduced to cover any outstanding financial obligations the Employee owes to the Company as of the Termination Date, to the extent permissible under law, and without the relative portions incurrence of eachadditional tax obligations under Section 409A of the Internal Revenue Code of 1986, are to be reducedas amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively, “Section 409A”).

Termination Payments. In the event the Employee's employment is --------------------- terminated under this Agreement is terminated by prior to the -------------------- Employer expiration of the Term pursuant to Section 3.2.1(b) or by the Employee pursuant to Sections ), Section 3.2.2(a) or Section 3.2.3, then commencing with the first payroll date immediately following the effective date of such termination, the Employer will shall pay to the Employee as severance pay and liquidated damages an a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (as defined below) for a period equal to the remaining Term. Any amounts payable pursuant to this Section 3.7 will be paid at the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (ab) the greater of (1) the Employee's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to the most recent three (3) consecutive twelve-month periods during which the Employee was employed by the Employer (or if the Employer has been employed for fewer periods, such lesser number of periodsmonths (including partial months) immediately prior to from the effective date of the Agreementtermination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall pay an amount equal to what would be the Employee's termination that produced cost of COBRA health continuation coverage for the highest average, by (b) twelve (12)Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provisions to provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment", ," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event and only in the event this Agreement is terminated by the -------------------- Employer pursuant to Section 3.2.1(b) or ), by the Employee pursuant to Sections Section 3.2.2(a) and a Change in Control has not occurred or 3.2.3upon the death of the Employee, immediately following the effective date of such termination or death and continuing thereafter on the normal payroll dates of Employer, the Employer will pay to the Employee or his personal representative as severance pay and liquidated damages an amount equal to the then current Base Salary plus all benefits then received by Employee for a period equal to the remaining Term plus any Incentive Compensation that may have accrued in the calendar year in which Employee was terminated. In the event and only in the event this Agreement is not renewed by the Employer pursuant to Section 3.1 and a Change in Control has not occurred, then commencing with the first payroll date immediately following the effective date end of such terminationthe Term, the Employer will pay to the Employee as severance pay and liquidated damages an amount equal to fifty percent (50%) of Employee's Base Salary for the Average Monthly Compensation immediately preceding 12 month period payable, at the option of Employee, either in a lump sum or in six (as defined below6) equal monthly installments. Employer will also provide to Employee benefits substantially similar to those received by Employee prior to the effective date of a termination under Section 3.1 for six (6) months after the effective date of such termination. In the event and only in the event a period Change in Control has occurred and this Agreement is terminated by Employer or by Employee pursuant to Section 3.2.3, the Employee shall be entitled to a lump sum payment equal to the remaining Term. Any amounts payable pursuant sum of (a) to this Section 3.7 will the excess of (i) 2.99 times Employee’s Average Annual Compensation over (ii) the aggregate present value, as determined for federal income tax purposes, of all other payments to the Employee in the nature of compensation that are treated for federal income tax purposes as contingent on the Change in Control plus (b) an annual bonus equal to the greater of target or actual bonus for the year in which employment terminates, pro-rated for the months elapsed in the annual bonus period at the time employment terminates and shall be paid at such lump sum payment by Employer within ten (10) days of the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paideffective date of termination of this Agreement. As used herein, the term "“Average Monthly Annual Compensation" ” means the quotient determined Employee’s average annual taxable compensation paid by dividing (a) the greater of (1) the Employee's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to Employer during the most recent three five (35) consecutive twelve-month periods taxable years ending before the date the Change in Control occurs (or such portion of such period during which the Employee was employed by the Employer (or if the Employer has been employed for fewer periods, such lesser number of periods) immediately prior Employer. In addition to the effective date termination payments provided in this Section 3.7, in the event and only in the event a Change in Control has occurred and this Agreement is terminated by Employer or by Employee pursuant to Section 3.2.3: (a) all of the Agreement's termination that produced the highest average, by Employee’s stock awards shall immediately vest; (b) twelve all of Employee’s unexercised stock options shall become immediately exercisable and (12). Notwithstanding any other provisions c) Employer shall continue Employee’s medical coverage for up to this Agreement two years at the same level as available to the contrary, if the aggregate employees of the payments provided for in this Agreement and other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment", as defined in Section 280G(b)(2) of the Internal Revenue Code, the Employee shall receive the Total Payments unless (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedEmployer.

Termination Payments. The Employee will be entitled to receive the following payments upon termination of the Employee’s employment hereunder: (a) In the event this Agreement is terminated by of the -------------------- Employer termination of the Employee’s employment pursuant to any of the following provisions: (a) [Death] • Section 3.2.1(b6(b) or by [Disability] (c) [By the Bank for Cause] • Section 6(d) [By the Employee pursuant to Sections 3.2.2(a) or 3.2.3, then commencing with Other Than for Good Reason] Form of Employment Agreement 5 the first payroll date immediately following the effective date of such termination, the Employer Bank will pay to the Employee (or the Employee’s estate, as the case may be) immediately following such termination all accrued unutilized vacation time as of such date, and as soon as practicable, but in any event within 90 days, all accrued and unpaid salary for time worked as of the date of termination. The Employee will not be entitled to any other compensation, bonus or severance pay from the Bank; provided, however, that nothing in this Section 7(a) shall affect any vested rights which the Employee has under any pension, thrift, or other benefit plan, excluding severance. (b) In the event of termination of the Employee’s employment pursuant to any of the following provisions: (e) [By the Bank Other Than for Cause] • Section 6(f) [By the Employee for Good Reason] the Employee will be entitled to receive the following payments and liquidated damages an amount equal benefits: (i) pursuant to the Average Monthly Compensation Bank’s normal payroll schedule, all accrued and unpaid salary for time worked as of the date of termination; (ii) pursuant to the Bank’s normal payroll schedule and procedures, all accrued but unutilized vacation time as defined belowof the date of termination; (iii) salary continuation (at the base salary level in effect at the time of termination) pursuant to the Bank’s normal payroll schedule for a period of time beginning on the date of termination and continuing for a period equal to the remaining TermTerm of the Agreement; (iv) continued participation in any bonus plan in existence as of the date of termination, provided that all other eligibility and performance objectives are met, as if the Employee had continued employment through December 31 of the year of termination. Any amounts payable pursuant to this Section 3.7 The bonus will be paid at according to the same frequency as normal payment schedule according to the Employee's plan then Base Salary in effect, but not later than March 15th of the year following the year of termination. (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (a) the greater of (1) the Employee's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) The Employee will not be eligible for bonuses paid with respect to any year following the most recent three year of termination); and (3v) consecutive twelvecontinued participation in the Bank’s employee health care benefits plans in accordance with the terms of the Bank’s then-month periods during which current Severance Plan that would be applicable to the Employee was employed by if his employment had been terminated pursuant to such Policy. These payments are contingent upon the Employer (or if the Employer has been employed for fewer periodsEmployee complying with Sections 11, such lesser number 12, and 13 of periods) immediately prior to the effective date of the Agreement's termination that produced the highest average, by (b) twelve (12). Notwithstanding any other provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and signing a general release of all claims against the Bank in such form as the Bank shall require. The Employee will not be entitled to any other payments and benefits compensation, bonus, or Form of Employment Agreement 6 severance pay from the Bank; provided, however, that nothing in this Section 7(b) shall affect any vested rights which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment"under any pension, as defined in Section 280G(b)(2) of the Internal Revenue Codethrift, the Employee shall receive the Total Payments unless (a) the after-tax amount that would be retained by the Employee (after taking into account all federalor other benefit plan, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedexcluding severance.

Termination Payments. In the event this Agreement is terminated by the -------------------- Employer pursuant to Section 3.2.1(b) or by the Employee pursuant to Sections Section 3.2.2(a) or 3.2.33.2.6 and a Change in Control has not occurred, then commencing with the first payroll date immediately following the effective date of such termination, the Employer will pay to the Employee as severance pay and liquidated damages an amount equal to the Average Monthly Annual Compensation (as defined below) for a period equal to the remaining Term. Any amounts payable In the event a Change in Control has occurred or in anticipation thereof and this Agreement is terminated by Employer or by Employee pursuant to this Section 3.7 will 3.2.3, the Employee shall be entitled to a lump sum payment equal to the excess of (a) 2.99 times his Average Annual Compensation over (b) the aggregate present value, as determined for federal income tax purposes, of all other payments to the Employee in the nature of compensation that are treated for federal income tax purposes as contingent on the Change in Control, and shall be paid at such lump sum payment by Employer within 24 hours of the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paideffective date of termination of this Agreement. As used herein, the term "Average Monthly Annual Compensation" means the quotient determined Employee’s average annual taxable compensation paid by dividing (a) the greater of (1) the Employee's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to Employer during the most recent three five (35) consecutive twelve-month periods taxable years ending before the date the Change in Control occurs (or such portion of such period during which the Employee was employed by the Employer (or if the Employer has been employed for fewer periods, such lesser number of periods) immediately prior to the effective date of the Agreement's termination that produced the highest average, by (b) twelve (12)Employer. Notwithstanding any other provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment", ," as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), the Employee shall receive the Total Payments unless (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser an aggregate value less than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced. Also notwithstanding the foregoing, if Executive is a specified employee within the meaning of Section 409A of the Code, no amount payable under Section 3.7 shall be paid before the date that is six months after the effective date of termination of this Agreement, or, if earlier, the date of the Executive’s death, except to the extent that this Agreement may permit payments within that period without causing any amount payable pursuant to this Agreement to be included in the Executive’s gross income pursuant to Section 409A(a)(1)(A) of the Code prior to the year in which the payments are received by the Executive. Any payment deferred under this Section 3.7 shall be paid on the Employer’s first normal payroll date after the six-month date or the date of the Executive’s death, as applicable. The provisions of this Agreement providing for payments upon a termination of this Agreement are intended to specify a “separation from service” payment event within the meaning of Section 409A(a)(2)(A)(i) of the Code and the regulations thereunder, and shall be construed accordingly.

Termination Payments. In the event the Employee’s employment is terminated under this Agreement is terminated by prior to the -------------------- Employer expiration of the Term pursuant to Section 3.2.1(b) or by the Employee pursuant to Sections ), Section 3.2.2(a) or Section 3.2.3, then commencing with the first payroll date immediately following the effective date of such termination, the Employer will shall pay to the Employee as severance pay and liquidated damages an a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (as defined below) for a period equal to the remaining Term. Any amounts payable pursuant to this Section 3.7 will be paid at the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (ab) the greater of (1) the Employee's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to the most recent three (3) consecutive twelve-month periods during which the Employee was employed by the Employer (or if the Employer has been employed for fewer periods, such lesser number of periodsmonths (including partial months) immediately prior to from the effective date of the Agreement's termination that produced through the highest averagethen un-expired portion of the Term or, by if greater, twelve. In addition, from the effective date of the termination through the then un-expired portion of the Term (b) or, if greater, for a period of twelve months following the effective date of the termination (12the “Severance Period”), the Employer shall pay an amount equal to what would be the Employee’s cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provisions to provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "“Total Payments"”) would constitute a "“parachute payment", ,” as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the “Code”), the Employee shall receive the Total Payments unless the (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "“Excise Taxes"”)) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "“Reduced Payments"”), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event Executive's employment is terminated under this Agreement is terminated by prior to the -------------------- Employer expiration of the Term pursuant to Section 3.2.1(b3.3.1(b), Section 3.3.2(a) or by the Employee pursuant to Sections 3.2.2(a) or 3.2.3, then commencing with the first payroll date immediately following the effective date of such terminationSection 3.3.3, the Employer will Company shall pay to the Employee Executive as severance pay and liquidated damages a lump sum amount equal to the product of the (a) Average Monthly Compensation multiplied by (b) thirty-six (36). In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination) (the "Severance Period"), the Company shall cause the Bank to continue to provide to the Executive, to the extent practicable, the benefits described in Section 4.3; provided, however, that in lieu of providing health benefits, the Company shall pay the Executive an amount equal to the Average Monthly Compensation (as defined below) cost of COBRA health continuation coverage that would be charged by the Bank to a former employee and eligible dependents for a period equal to the remaining Term. Any amounts payable pursuant to this Section 3.7 will be paid at the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (a) the greater of (1) the Employee's then current Base Salary, Severance Period or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to the most recent three (3) consecutive twelve-month periods period during which the Employee was employed Executive and his eligible dependents are entitled to COBRA health continuation coverage from the Bank. To the extent the Company determines that the continuation of any other benefits by the Employer (or Bank is not practicable, the Company shall pay the Executive an amount equal to what would have been the Bank's cost of providing the coverage for such benefits during the Severance Period to the Executive and his eligible dependents if the Employer has coverage could have been employed for fewer periods, such lesser number of periods) immediately prior to the effective date of the Agreement's termination that produced the highest average, by (b) twelve (12)continued. Notwithstanding any other provisions to provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee Executive has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment", ," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the Employee "Code"), the Executive shall receive the Total Payments unless the (a) the after-tax amount that would be retained by the Employee Executive (after taking into account all federal, state and local income taxes payable by the Employee Executive and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee Executive (the "Excise Taxes")) if the Employee Executive were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee Executive (after taking into account all federal, state and local income taxes payable by the EmployeeExecutive) if the Employee Executive were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee Executive shall be entitled only to the Reduced Payments. If the Employee Executive is to receive the Reduced Payments, the Employee Executive shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In Upon the event this occurrence of an Event of Default or an Additional Termination Event with respect to Party A, Party B will be entitled (but not obliged) to proceed in accordance with Section 6 of the Agreement is terminated by the -------------------- Employer pursuant to Section 3.2.1(b) or by the Employee pursuant to Sections 3.2.2(a) or 3.2.3, then commencing with the first payroll date immediately following the effective date of such termination, the Employer will pay subject to the Employee as severance pay and liquidated damages an amount equal following: (i) for the purposes of Section 6(d)(i), Party B's obligation with respect to the Average Monthly Compensation extent of information to be provided with its calculations is limited to information Party B has already received in writing and provided Party B is able to release this information without breaching the provisions of any law applicable to, or any contractual restriction binding upon, Party B; (as defined belowii) for a period equal the following amendments shall be deemed to be made to the remaining Term. Any amounts payable pursuant to this Section 3.7 will be paid at the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (a) the greater definition of MARKET QUOTATION: (1) the Employee's then current Base Salary, or word "firm" shall be added before the word "quotations" in the second line; and (2) the average words "provided that the documentation relating thereto is either the same as this Agreement and the existing confirmations hereto and the long-term, unsecured and unsubordinated debt obligations of Base Salary the Reference Market-maker are rated not less than "AA-" by S&P, "A1" by Xxxxx'x and incentive bonus as described "A" by Fitch Ratings (or, if such Reference Market-maker is not rated by a Rating Agency, at such equivalent rating that is acceptable to such Rating Agency) or the Rating Agencies have confirmed in Section 4.1(b) with respect to writing such proposed documentation will not adversely impact the most recent three ratings of the Notes" shall be added after "agree" in the sixteenth line; and (3) consecutive twelve-month periods during the last sentence shall be deleted and replaced with the following: "If, on the last date set for delivery of quotations, exactly two quotations are provided, the Market Quotation will, irrespective of whether the sum is payable by Party A or by Party B, be equal to that amount which is the Employee was employed by average of the Employer two quotations. If only one quotation is provided on such date, Party B may, in its discretion, accept such quotation as the Market Quotation and if Party B does not accept such quotation (or if the Employer no quotation has been employed for fewer periodsprovided), such lesser number of periods) immediately prior to it will be deemed that the effective date Market Quotation in respect of the Agreement's termination that produced the highest average, by (b) twelve (12). Notwithstanding any other provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and other payments and benefits which the Employee has the right to receive from the Employer (the Terminated Transaction cannot be determined."Total Payments") would constitute a "parachute payment", as defined in Section 280G(b)(2) of the Internal Revenue Code, the Employee shall receive the Total Payments unless (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event this Agreement is terminated by the -------------------- Employer pursuant to Section 3.2.1(b) or by the Employee pursuant to Sections Section 3.2.2(a) or 3.2.3and a Change in Control has not occurred, then commencing with the first payroll date immediately following the effective date of such termination, the Employer will pay to the Employee as severance pay and liquidated damages an amount equal to the Average Monthly Annual Compensation (as defined below) for a period equal to the remaining Term. Any amounts payable In the event a Change in Control has occurred or in anticipation thereof and this Agreement is terminated by Employer or by Employee pursuant to this Section 3.7 will 3.2.3, the Employee shall be entitled to a lump sum payment equal to 2.99 times his average annual compensation and shall be paid at such lump sum payment by Employer within 24 hours of the same frequency effective date of termination of this Agreement as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Annual Compensation" means the quotient determined by dividing (a) the greater of (1) the Employee's then current Base SalarySalary for the prior year, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to the most recent three (3) consecutive twelve-month periods during which the Employee was employed by the Employer (or if the Employer has been employed for fewer periods, such lesser number of periods) immediately prior to the effective date of the Agreement's termination that produced the highest average, by (b) twelve (12). Notwithstanding any other provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment", ," as defined in Section 280G(b)(2) of the Internal Revenue Code, the Employee shall receive the Total Payments unless (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser an aggregate value less than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. 1.1.1 In the event the Employee’s employment is terminated under this Agreement is terminated by prior to the -------------------- Employer expiration of the Term pursuant to Section 3.2.1(b) or by the Employee pursuant to Sections 3.2.2(a) or 3.2.3, then commencing with the first payroll date immediately following the effective date of such termination, the Employer will Bank shall pay to the Employee as severance pay and liquidated damages an a lump sum amount equal to the Average Monthly Compensation greater of (as defined belowi) for a period equal to the remaining Term. Any amounts payable pursuant to this Section 3.7 will be paid at the same frequency as the Employee's then current Base Salary divided by 12, or (as defined in Section 4.1(a)ii) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (a) the , such greater of (1) the Employee's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to the most recent three (3) consecutive twelve-month periods during which the Employee was employed figure multiplied by the Employer (or if the Employer has been employed for fewer periods, such lesser number of periodsmonths (including partial months) immediately prior to from the effective date of the Agreement's termination that produced through the highest averagethen unexpired portion of the Term or, by if greater, 24. In addition, from the effective date of the termination pursuant to Section 3.2.3, through the then unexpired portion of the Term (bor, if greater, for a period of twenty-four (24) twelve months following the effective date of the termination) (12the “Severance Period”). , the Bank shall pay a monthly amount, subject to applicable tax withholding, equal to what would be the Employee’s cost of COBRA health continuation coverage for the Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Bank. 1.1.2 Notwithstanding any other provisions to provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which that the Employee has the right to receive from the Employer Bank (the "“Total Payments"”) would constitute a "“parachute payment", ,” as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the “Code”), the Employee shall receive the Total Payments unless the (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "“Excise Taxes"”)) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "“Reduced Payments"”), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced. In connection with the Total Payments contemplated in this Section 3.3.3, the parties agree that to the minimum extent necessary to comply with Section 280G of the Code and to avoid the imposition of excise taxes under Section 4999 of the Code, the Employee agrees to provide personal services on behalf of the Bank following his termination of employment in exchange for reasonable compensation for such services. If so required, a portion of the Total Payments shall be deemed to be attributable to such post-termination services. The parties agree that any compensation attributable to such services must comply with the requirements of Section 280G of the Code and the Treasury Regulations promulgated thereunder, including, but not limited to, the requirements set forth in Q/A-9 of Treasury Regulation 1.280G-1. The parties agree to negotiate in good faith at the time of Employee’s termination of employment to determine the scope and duration of services to be rendered (if any) by Employee, and the related compensation payable therefore, for the period following such termination of employment, all with the objective of complying with Section 280G of the Code and the intent of this paragraph. Notwithstanding the provisions in this Section 3.3.3, the Bank and the Employee shall take all steps necessary (including with regard to any post-termination services by the Employee) to ensure that any termination described in Section 3 constitutes a "separation from service" within the meaning of Section 409A of the Code.

Termination Payments. In the event the Employee's employment is terminated under this Agreement is terminated by prior to the -------------------- Employer expiration of the Term pursuant to Section 3.2.1(b) or by the Employee pursuant to Sections ), Section 3.2.2(a) or Section 3.2.3, then commencing with the first payroll date immediately following the effective date of such termination, the Employer will shall pay to the Employee as severance pay and liquidated damages an a lump sum amount equal to the product of (a) Average Monthly Compensation multiplied by (as defined below) for a period equal to the remaining Term. Any amounts payable pursuant to this Section 3.7 will be paid at the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (ab) the greater of (1) the Employee's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to the most recent three (3) consecutive twelve-month periods during which the Employee was employed by the Employer (or if the Employer has been employed for fewer periods, such lesser number of periodsmonths (including partial months) immediately prior to from the effective date of the Agreementtermination through the then unexpired portion of the Term or, if greater, twelve. In addition, from the effective date of the termination through the then unexpired portion of the Term (or, if greater, for a period of twelve months following the effective date of the termination (the "Severance Period"), the Employer shall pay an amount equal to what would be the Employee's termination that produced cost of COBRA health continuation coverage for the highest average, by (b) twelve (12)Employee and eligible dependents for the greater of the Severance Period or the period during which the Employee and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. Notwithstanding any other provisions to provision of this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and the other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment", ," as defined in Section 280G(b)(2) of the Internal Revenue Code, as amended (the "Code"), the Employee shall receive the Total Payments unless the (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.

Termination Payments. In the event this Agreement the Executive's employment is terminated by and subject to the -------------------- Employer pursuant provisions of paragraph 5 of this Agreement, Xxxxxxx shall pay to Section 3.2.1(b) or by and provide the Employee pursuant to Sections 3.2.2(a) or 3.2.3, then commencing Executive with the first payroll date immediately following: A. The greater of the following amounts: (i) a lump sum amount, payable within 60 days following the effective Executive's Termination, equal to the sum of (1) all salary payments that would have been payable to Executive during the remainder of the Employment Period had no Termination occurred (at same rate as payable immediately prior to the date of such terminationTermination), plus (2) the estimated amount of any bonuses to which the Executive would have been entitled had he remained in the employ of Xxxxxxx (provided that in no event will the amount of any bonus for any particular year be less than the amount of the bonus paid to the Executive for the year immediately preceding the year of Termination); or (ii) a lump sum amount, payable within 60 days following the Executive's Termination, equal to two times the sum of (1) Executive's base salary in effect immediately prior to the Termination and (2) Executive's target annual bonus (or, if higher, the Employer will pay to average of Executive's actual annual bonuses (paid or accrued) for the Employee as severance pay and liquidated damages three fiscal years immediately preceding the year in which the Termination occurred); and B. an amount equal to the Average Monthly Compensation (as defined below) for a period equal to the remaining Term. Any amounts payable pursuant to this Section 3.7 will be paid at the same frequency as the Employee's then Base Salary (as defined target annual bonus for the fiscal year in Section 4.1(a)) is paid. As used hereinwhich the Termination occurs, multiplied by a fraction, the term "Average Monthly Compensation" means numerator of which is the quotient determined by dividing (a) the greater number of (1) the Employee's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described days in Section 4.1(b) with respect to the most recent three (3) consecutive twelve-month periods during which such fiscal year that the Employee was employed by Xxxxxxx and the Employer (denominator of which is 365, payable in a lump sum within 60 days following the Termination; and C. During the remainder of the Employment Period, the Executive shall continue to be treated as an employee under the provisions of any stock option, restricted stock, pension and/or profit sharing plans or other incentive compensation arrangements described in paragraph 4B. In addition the Executive shall continue to be entitled to all benefits and service credit for benefits under medical, life insurance, split dollar life insurance and other employee benefit plans, programs and arrangements of Xxxxxxx described in paragraph 4C as if he were still employed during such period under this Agreement; and D. If, despite the Employer has been employed for fewer periodsprovisions of paragraph 6C above, benefits or service credits under any employee benefit plan shall not be payable or provided under any such lesser number of periods) immediately prior plan to the effective date Executive, or his dependents, beneficiaries and estate, because he is no longer an employee of the Agreement's termination that produced the highest averageXxxxxxx, by (b) twelve (12). Notwithstanding any other provisions to this Agreement Xxxxxxx itself shall, to the contraryextent necessary, if pay or provide for payment of such benefits or service credit for such benefits to the aggregate Executive, his dependents, beneficiaries and estate. E. If, despite the provisions of the payments provided for in this Agreement and other payments and paragraph 6C above, benefits which the Employee has or the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment"accrue further benefits under any stock option, as defined restricted stock, pension and/or profit sharing plan or other incentive compensation arrangement described in Section 280G(b)(2) of the Internal Revenue Code, the Employee paragraph 4B shall receive the Total Payments unless (a) the after-tax amount that would not be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of provided under any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced such arrangement to the largest amount as would result in Executive, or his dependents, beneficiaries and estate, because he is no portion longer an employee of the Total Payments being subject to Excise Taxes (the "Reduced Payments")Xxxxxxx, in which case the Employee shall be entitled only Xxxxxxx shall, to the Reduced Payments. If extent necessary, pay or provide for payment of such benefits to the Employee is to receive the Reduced PaymentsExecutive, the Employee shall be entitled to determine which of the Total Paymentshis dependents, beneficiaries and the relative portions of each, are to be reducedestate.

Termination Payments. In (a) Subject only to Section 7(b), upon termination of the event this Agreement Employee’s employment during the Employment Term, the sole obligation of the Employer to make any cash payment to the Employee shall be to pay the Employee (i) any portion of the Base Salary (at the rate in effect at the time of such termination) and annual bonus which has been earned but unpaid as of the date of the Employee’s termination of employment with the Employer (the “Termination Date”), (ii) reimbursement of reasonable and necessary business expenses incurred by the Employee in connection with the Employee’s employment on behalf of the Employer on or prior to the Termination Date but not previously paid to the Employee, and (iii) such employee benefits (including the continued medical coverage described in Section 4(c)), if any, as to which the Employee may be entitled under the employee benefit plans of the Employer (collectively, the “Accrued Compensation”). (b) If the employment of the Employee is terminated during the Employment Term by the -------------------- Employer pursuant to Section 3.2.1(b6(d) without Cause, or by the Employee pursuant with Good Reason, the sole obligation of the Employer to Sections 3.2.2(amake any cash payment to the Employee, other than the payment of the Accrued Compensation, shall be to pay the Employee an amount of severance pay equal to the sum of (x) or 3.2.3, then commencing with 18 months’ Base Salary (at the first payroll date immediately following rate in effect at the effective date time of such termination) and (y) if such termination occurs during the Initial Term, a Target Bonus (i.e., 12 months’ Base Salary), each as in effect as of the Employer will pay to the Employee as Termination Date. Such severance pay and liquidated damages an amount equal to the Average Monthly Compensation (as defined below) for a period equal to the remaining Term. Any amounts payable pursuant to this Section 3.7 will shall be paid at the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein, the term "Average Monthly Compensation" means the quotient determined by dividing (a) the greater of (1) the Employee's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to the most recent three (3) consecutive twelve-month periods during which the Employee was employed by the Employer (or if the Employer has been employed for fewer periods, such lesser number of periods) immediately prior to the effective date 18 substantially equal monthly installments commencing within 30 days of the Agreement's termination that produced the highest average, by Termination Date (b) twelve (12). Notwithstanding any other provisions subject to this Agreement to the contrary, six months’ delay as and if the aggregate of the payments provided for in this Agreement and other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment", as defined in Section 280G(b)(2) of the Internal Revenue Code, the Employee shall receive the Total Payments unless (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee required under Section 4999 409A of the Internal Revenue Code of 1986, as amended (the “Code”); provided, however, that would be payable by in the event the Employee (breaches any of the "Excise Taxes"covenants set forth in Section 8 hereof following the Termination Date, all severance payments shall cease and the Employer shall have no further obligations under this Section 7(b). The obligation of the Employer to pay the severance pay pursuant to this Section 7(b) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would shall be retained by the Employee (after taking into account all federal, state and local income taxes payable by conditioned on the Employee) if the Employee were to receive the Total Payments reduced ’s execution of a general release in form reasonably satisfactory to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reducedEmployer.

Termination Payments. Upon termination of this Agreement as provided in Section 8, Oglethorpe shall make the payments and take the other actions required by this Section 9: (a) in the event this Agreement is terminated by the Employee for "Good Reason" (as hereinafter defined) or by Oglethorpe for any reason other than "Cause" (as hereinafter defined), Oglethorpe shall: (i) pay to the Employee on the date of termination his base compensation through the date of termination plus an amount equal to three (3) months of base compensation payable to the Employee under Section 5; (ii) pay to the Employee on the date of termination all earned but unpaid incentive compensation under Section 7; (iii) continue for six months, or until the Employee procures a new job and becomes entitled to substantially equivalent benefits, if earlier, after the date of termination, at Oglethorpe's expense, all life and health insurance maintained by Oglethorpe for the Employee at the date of termination; (iv) pay or reimburse the Employee for expenses for the services of an out placement consulting firm approved by Oglethorpe up to a maximum amount of $25,000; and (v) in the event the Employee has not procured a new job with substantially equivalent compensation within three months of the date of termination, pay to the Employee amounts equal to the base compensation that would have been payable to the Employee under Section 5 for the period commencing at the end of such three-month period and ending three months thereafter or on the date the Employee procures such a new job, if earlier. (b) In the event this Agreement is terminated by the -------------------- Employer pursuant to Section 3.2.1(b) Employee other than for Good Reason or by the Employee pursuant to Sections 3.2.2(a) or 3.2.3Oglethorpe for Cause, then commencing with the first payroll date immediately following the effective date of such termination, the Employer will Oglethorpe shall pay to the Employee as severance pay and liquidated damages an amount equal to his base compensation through the Average Monthly Compensation date of termination, plus any earned but unpaid incentive compensation under Section 7. (as defined belowc) for a period equal to the remaining Term. Any amounts payable pursuant to For purposes of this Section 3.7 will be paid at the same frequency as the Employee's then Base Salary (as defined in Section 4.1(a)) is paid. As used herein9, the term "Average Monthly Compensation" means following terms shall have the quotient determined by dividing (a) the greater of (1) the Employee's then current Base Salary, or (2) the average of Base Salary and incentive bonus as described in Section 4.1(b) with respect to the most recent three (3) consecutive twelve-month periods during which the Employee was employed by the Employer (or if the Employer has been employed for fewer periods, such lesser number of periods) immediately prior to the effective date of the Agreement's termination that produced the highest average, by (b) twelve (12). Notwithstanding any other provisions to this Agreement to the contrary, if the aggregate of the payments provided for in this Agreement and other payments and benefits which the Employee has the right to receive from the Employer (the "Total Payments") would constitute a "parachute payment", as defined in Section 280G(b)(2) of the Internal Revenue Code, the Employee shall receive the Total Payments unless (a) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee and the amount of any excise taxes payable by the Employee under Section 4999 of the Internal Revenue Code that would be payable by the Employee (the "Excise Taxes")) if the Employee were to receive the Total Payments has a lesser aggregate value than (b) the after-tax amount that would be retained by the Employee (after taking into account all federal, state and local income taxes payable by the Employee) if the Employee were to receive the Total Payments reduced to the largest amount as would result in no portion of the Total Payments being subject to Excise Taxes (the "Reduced Payments"), in which case the Employee shall be entitled only to the Reduced Payments. If the Employee is to receive the Reduced Payments, the Employee shall be entitled to determine which of the Total Payments, and the relative portions of each, are to be reduced.following definitions: