Common use of Termination Upon Change in Control Clause in Contracts

Termination Upon Change in Control. In the event that Executive’s employment is terminated following a Change in Control, the following provisions shall apply: (a) Upon the occurrence of a Triggering Event: (1) the Employer shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law; (2) the Employer shall pay to Executive a lump sum severance benefit in cash on the first payroll date following sixty (60) days after the Termination Date, which will be in addition to any other compensation or remuneration to which Executive is or becomes entitled to receive from the Employer, in an amount equal to the sum of (i) two (2) times Executive’s Annual Bonus (as defined below) plus (ii) two (2) times Executive’s Base Pay as in effect on the date of the Triggering Event or on the date on which the Change of Control occurs, whichever is higher; (3) the Employer shall pay or reimburse the cost of health, disability and accidental death, and dismemberment insurance in an amount not less than that provided at the time of the Triggering Event or, if greater, on the date on which the Change in Control occurred, until the earlier of (x) in the event that Executive shall become employed by another employer after a Triggering Event, the date on which Executive shall be eligible to receive benefits from such employer which are substantially equivalent to or greater than the benefits Executive and Executive’s family received from Company or (y) the second anniversary of the date of the Triggering Event. Any reimbursement under this Section 4.3.4(a)(3) that is taxable to Executive or any of his Family Members shall be made (subject to the provisions of such health care plans that may require earlier payment) by December 31 of the calendar year following the calendar year in which Executive or such Family Member incurred the expense; and (4) the Employer shall provide Executive, at Employer’s expense, with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year following the date of the Triggering Event.

Termination Upon Change in Control. (i) In the event that of a Change in Control and the termination of the Executive’s employment is terminated following under either (A) or (B) below, the Executive shall be entitled to a lump sum payment equal to three (3) times the sum of the following: (w) his annual Base Salary then payable plus (x) the average of his most recent three (3) years’ annual Deferred Compensation Plan contributions plus (y) the average of his most recent three (3) years’ employee stock ownership plan contributions plus (z) the average of his most recent three (3) years’ annual Bonuses. In the event of a Change in Control, the Employer shall also provide the Executive with the benefits contemplated in subparagraph (ii) of paragraph (h) (CERTAIN INSURANCE BENEFITS) of this Section 5 below and, upon termination of the Executive’s employment under either (A) or (B) below, shall pay the Executive, within thirty (30) days of termination: (a) such Base Salary and vacation pay (for unused vacation days in accordance with the Employer’s policies and practices with respect to vacation pay) as shall have accrued and remains unpaid through the effective date of the termination, (b) Bonuses previously determined by the Compensation Committee for any prior fiscal year(s) that remain unpaid, (c) for all accrued and unused sick days, and (d) reimbursement of previously incurred expenses eligible for reimbursement pursuant to the Employer’s policies on reimbursement of expenses. In addition, Executive shall also have such rights to payments, if any, as are provided under the terms of the Deferred Compensation Plan, the Amended and Restated Life Insurance Agreement entered into by and between the Employer and Executive and as amended from time to time and such retirement plans under which Executive participated at the time of his termination. If the Executive’s employment has terminated prior to the Change in Control in accordance with the terms of this Agreement and the Employer has made all required payments under any other applicable provision of this Section 5, then no amount shall be paid under this paragraph (f). Either of the following provisions shall applyconstitute termination under this paragraph: (aA) Upon The Executive terminates his employment by a written notice to that effect delivered to the occurrence Employer within twenty-four (24) months after the Change in Control. (B) Executive’s employment under this Agreement is terminated by the Employer either in contemplation of or after the Change in Control. (ii) Notwithstanding the preceding paragraphs of this Section 5 and except as provided in this subparagraph (ii), in the event that it shall be determined that any payment, benefit or other entitlement under this Agreement and any other plan or arrangement of the Employer or the Bank (the “Total Payments”) would constitute an “Excess Parachute Payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and thereby be subject to the excise tax imposed by Section 4999 of the Code or any similar successor provision or any interest or penalties with respect to such excise tax (collectively the “Excise Tax”), then, except in the case of a Triggering Event: de Minimus Excess Amount (1as defined below), the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Employer shall pay Executive of all Accrued Obligations taxes imposed upon the Gross-Up Payment (including any federal, state and local income, payroll and excise taxes and any interest or penalties imposed with respect to such taxes), the Executive in retains an amount of the Gross Up Payment equal to the Excise Tax imposed upon the Total Payments (not including any Gross-Up Payment). If, at a lump sum in cash within twenty (20) days after later date, the Termination Date or on Internal Revenue Service assesses a deficiency against the Executive for the Excise Tax which is greater than that which was determined at the time such earlier date required by law; (2) amounts were paid, then the Employer shall pay to the Executive the amount of such unreimbursed Excise Tax plus any interest, penalties and reasonable professional fees or expenses incurred by the Executive as a lump sum severance benefit in cash on the first payroll date following sixty (60) days after the Termination Dateresult of such assessment, which will be in addition including all such taxes with respect to any other compensation or remuneration such additional amount. The highest marginal tax rate applicable to which Executive is or becomes entitled to receive from the Employer, in an amount equal to the sum of (i) two (2) times Executive’s Annual Bonus (as defined below) plus (ii) two (2) times Executive’s Base Pay as in effect on the date of the Triggering Event or on the date on which the Change of Control occurs, whichever is higher; (3) the Employer shall pay or reimburse the cost of health, disability and accidental death, and dismemberment insurance in an amount not less than that provided individuals at the time of the Triggering Event orpayment of such amounts will be used for purposes of determining the federal and state income and other taxes with respect thereto. The Employer shall withhold from any amounts paid under this Agreement the amount of any Excise Tax or other federal, state or local taxes then required to be withheld. Computations of the amount of the Gross-Up Payment paid under this subparagraph shall be conclusively made by the Employer’s independent accountants, in consultation, if greaternecessary, on with the date on which Employer’s independent legal counsel. If, after the Change in Control occurredExecutive receives any Gross-Up Payment or other amount pursuant to this subparagraph, until the earlier Executive receives any refund with respect to the Excise Tax, the Executive shall promptly pay the Employer the amount of such refund within ten (x10) days of receipt by the Executive. Notwithstanding the foregoing, in the event that the amount by which the present value of the Total Payments which would constitute an Excess Parachute Payment is less than two percent (2%) of the Total Payments, then such Excess Parachute Payment shall be deemed to be a “de Minimus Excess Amount” and the Executive shall become employed by another employer after not be entitled to a Triggering EventGross-Up Payment. In such a case, the date on Total Payments will be reduced to an amount (the “Non-Triggering Amount”), the value of which Executive is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with Code Section 280G; provided that such reduction shall not be eligible to receive benefits from such employer which are substantially equivalent to or made unless the Non-Triggering Amount would be greater than the benefits Executive and Executive’s family received from Company or (y) the second anniversary aggregate value of the date Total Payments (without such reduction) minus the amount of Excise Tax required to be paid by Executive thereon. The allocation of the Triggering Event. Any reimbursement under reduction required by the preceding sentence shall be determined by the Executive. (iii) For purposes of this Section 4.3.4(a)(3) that is taxable to Executive or Agreement, the term “Change in Control” shall mean any of his Family Members shall be made (subject to the provisions of such health care plans that may require earlier payment) by December 31 of the calendar year following the calendar year in which Executive or such Family Member incurred the expense; and (4) the Employer shall provide Executive, at Employer’s expense, with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year following the date of the Triggering Event.following:

Termination Upon Change in Control. In the event that Executive’s employment is terminated If within a two (2) year period following a any Change in Control, the following provisions shall applyControl there occurs: (a) Upon Any termination of the occurrence Employee, other than as set forth in Section 5.1, Section 5.2 or Section 7.1 of a Triggering Event:this Agreement; (1b) A material diminution of the Employer shall pay all Accrued Obligations Employee’s responsibilities, as compared with the Employees responsibilities immediately prior to Executive the Change in Control; (c) Any reduction in the sum of Employee’s base salary (as set forth in Section 3.1) or bonus (as set forth in Section 3.2) as of the date immediately prior to the Change in Control; (d) Any failure to provide the Employee with benefits at least as favorable as those enjoyed by similarly situated senior corporate officers at the Company under the Company’s pension, life insurance, medical, health and accident, disability or other written employee plans under which the form and/or amounts of benefits are prescribed in applicable documents; (e) Any relocation of the Employee’s principal site of employment to a lump sum location more than 25 miles from the Employee’s principal site of employment as of the date immediately prior to the Change in cash Control; or (f) Any material breach of this Agreement on the part of the Company; then, at the option of Employee, exercisable by the Employee within twenty thirty (2030) days after the Termination Date or on such earlier date required by law; (2) the Employer shall pay to Executive a lump sum severance benefit in cash on the first payroll date following sixty (60) days after the Termination Date, which will be in addition to occurrence of any other compensation or remuneration to which Executive is or becomes entitled to receive from the Employer, in an amount equal to the sum of (i) two (2) times Executive’s Annual Bonus (as defined below) plus (ii) two (2) times Executive’s Base Pay as in effect on the date of the Triggering Event or on foregoing events, the date on which Employee may resign from employment with the Change of Control occurs, whichever is higher; Company (3) the Employer shall pay or reimburse the cost of health, disability and accidental death, and dismemberment insurance in an amount not less than that provided at the time of the Triggering Event or, if greaterinvoluntarily terminated, on give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the date on which “Notice of Termination”) to the Change in Control occurredCompany, until the earlier of (x) in the event that Executive shall become employed by another employer after a Triggering Event, the date on which Executive and shall be eligible entitled to receive benefits from such employer which are substantially equivalent to or greater than the benefits Executive severance pay and Executive’s family received from Company or (y) benefit continuation provisions of Section 7.4 in their entirety, provided, however, that the second anniversary severance pay shall be the total of 2.9 times annual base salary then in effect and 150% of the date of the Triggering Event. Any reimbursement under this Section 4.3.4(a)(3) that is taxable to Executive or any of his Family Members shall be made (subject to the provisions of such health care plans that may require earlier payment) by December 31 of bonus for the calendar year following the calendar year in which Executive or preceding such Family Member incurred the expense; and (4) the Employer shall provide ExecutiveNotice of Termination, payable, at EmployerEmployee’s expenseoption, with outplacement services and supporteither as salary continuation for 18 months, or in a lump sum, payable within 90 days of Employee’s election. In addition to the foregoing, the scope and provider of which will be selected by Executive, Company agrees to provide Employee with payment sufficient to provide for a period gross-up of one (1) year following the date any excise, income, and other taxes resulting from imposition of the Triggering Eventparachute penalties of the Internal Revenue Code or applicable state tax laws.

Termination Upon Change in Control. In the event that Executive’s the Employee's ---------------------------------- employment is terminated following in a Termination Upon a Change in Control, the Employee shall be paid the following provisions shall applyas severance compensation: (a) Upon the occurrence of a Triggering Event: For one (1) the Employer shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty year following such termination of employment, an amount (20) days after the Termination Date or on such earlier date required by law; (2) the Employer shall pay to Executive a lump sum severance benefit in cash payable on the first payroll date following sixty (60dates specified in subsection 4.1 except as otherwise provided herein) days after the Termination Date, which will be in addition to any other compensation or remuneration to which Executive is or becomes entitled to receive from the Employer, in an amount equal to the sum of (i) the Base Salary at the rate payable at the time of such termination and (ii) the average of the annual bonus earned by the Employee in the two (2) times Executive’s Annual Bonus (as defined below) plus (ii) two (2) times Executive’s Base Pay as in effect on years immediately preceding the date of the Triggering Event or on the date on which the Change of Control occurs, whichever is higher;termination. (3b) In the Employer shall pay or reimburse event that the cost of health, disability and accidental deathEmployee is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and dismemberment insurance in an amount the Incentive Stock Plan does not less than that provided at otherwise provide for acceleration of exerciseability upon the time occurrence of the Triggering Event or, if greater, on the date on which the Change in Control occurreddescribed herein, until the earlier of (x) in the event that Executive such awards shall become employed by another employer after immediately exercisable upon a Triggering EventChange in Control. (c) The Employee shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Company in which the Employee is a participant to the full extent of the Employee's rights under such plans, including any perquisites provided under this Agreement, through the remainder of the Employment Term; provided, however, that the benefits under any such plans of the Company in which the Employee is a participant, including any such perquisites, shall cease upon the Employee's obtaining other employment. If necessary to provide such benefits to the Employee, the date on which Executive shall be eligible Company shall, at its election, either: (i) amend its employee benefit plans to receive benefits from such employer which are substantially equivalent to or greater than provide the benefits Executive described in this paragraph (c), to the extent that such is permissible under the nondiscrimination requirements and Executive’s family received from Company or (y) the second anniversary other provisions of the date Internal Revenue Code of 1986 (the Triggering Event. Any reimbursement under this Section 4.3.4(a)(3"Code") that is taxable to Executive or any of his Family Members shall be made (subject to and the provisions of such health care plans the Employee Retirement Income Security Act of 1974, or (ii) provide separate benefit arrangements or cash payments so that may require earlier payment) by December 31 the Employee receives amounts equivalent thereto, net of the calendar year following the calendar year in which Executive or such Family Member incurred the expense; and (4) the Employer shall provide Executive, at Employer’s expense, with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year following the date of the Triggering Eventtax consequences.

Termination Upon Change in Control. In Upon (a) the event that discharge of Executive by Employer without Cause within the twenty-four (24) months immediately following, or the six (6) months immediately preceding, a Change in Control; or (b) Executive’s employment is terminated voluntary Termination of Employment for Good Reason within the twenty-four (24) months immediately following, or the six (6) months immediately preceding, a Change in Control; or (c) Executive’s voluntary Termination of Employment for any reason other than Good Reason within the six (6) months immediately following a Change in Control, the then upon such Termination of Employment, this Agreement shall terminate immediately, and conditioned upon Executive’s execution of a release (in a form provided by Employer) within forty-five (45) days following provisions such Termination of Employment, Executive shall apply:be entitled to receive (except as otherwise provided by Section 17 hereof): (ai) Upon the occurrence of a Triggering Event:Accrued Amounts; (1ii) a cash lump sum amount equal to three (3) times the sum of Executive’s (A) annual rate of salary in effect immediately prior to the effective date of such Termination of Employment or, if higher, the annual rate in effect immediately prior to the Change in Control and (B) annual bonus paid or payable with respect to the calendar year prior to the calendar year in which the effective date of such Termination of Employment occurs or, if higher, the average annual bonus paid or payable to Executive for the three (3) calendar years preceding the calendar year in which the effective date of such Termination of Employment occurs (such higher bonus amount, the “Annual Bonus Amount”), payable within ten (10) business days after the effective date of such Termination of Employment (or, if later, the effective date of the Change in Control); (iii) a cash lump sum amount equal to (A) Executive’s Annual Bonus Amount, multiplied by (B) a fraction, the numerator of which shall equal the number of days Executive was employed by Employer during the year in which the effective date of such Termination of Employment occurs, and the denominator of which shall equal 365, payable within ten (10) business days after the effective date of such Termination of Employment; (iv) for the period beginning on the effective date of such Termination of Employment and ending on the earlier of (A) the second anniversary of such date or (B) the first day of Executive’s eligibility to participate in comparable Welfare Plans maintained by a subsequent employer, Employer shall pay all Accrued Obligations for and provide Executive and Executive’s dependents with the same Welfare Plan coverage to which Executive in would have been entitled had Executive remained continuously employed by Employer during such period. In the event that Executive is ineligible under the terms of Employer’s Welfare Plans to continue to be so covered, Employer shall provide Executive with substantially equivalent coverage through other sources or will provide Executive with a lump sum in cash payment within twenty ten (2010) business days after the effective date of such Termination Date or of Employment in such amount that, after all income and employment taxes on that amount, shall be equal to the cost to Executive of obtaining such earlier date required by lawWelfare Plan benefit coverage. To the extent any such benefits are otherwise taxable to Executive, such benefits shall for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) and the regulations and other guidance issued thereunder (“Section 409A”) be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the provision of in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year; (2v) continuation of the Employer shall pay to average auto allowance received by Executive a lump sum severance benefit in cash on during the first payroll twelve (12) month period preceding the effective date following sixty (60) days after of such Termination of Employment until the Termination Date, which will be in addition to any other compensation or remuneration to which Executive is or becomes entitled to receive from the Employer, in an amount equal to the sum earlier of (i) two (2) times Executive’s Annual Bonus (as defined below) plus (ii) two (2) times Executive’s Base Pay as in effect on years following the effective date of such Termination of Employment of Executive or until Executive receives an auto allowance from another employer. Each payment of the Triggering Event or on auto allowance under this Section 6(v), for purposes of Section 409A, shall be provided as a separate monthly in-kind payment, and the date on which provision of the Change auto allowance during one calendar year shall not affect the payment of Control occurs, whichever is higherthe auto-allowance to be provided in any other calendar year; (3vi) full vesting of all outstanding stock options then held by Executive, with payment equal to the then difference between the option price and the current fair market value of the stock as of the effective date of such Termination of Employment in lieu of the right to exercise such options; and (vii) the Employer shall pay or reimburse the cost of healthGross-Up Payment described in Schedule A hereto, disability and accidental death, and dismemberment insurance in an amount not less than that provided at the time of the Triggering Event or, if greater, on the date on which the Change in Control occurred, until the earlier of (x) in the event that Executive shall become employed by another employer after a Triggering Eventreceives any payments from Employer (including pursuant to any stock option or equity awards) or its affiliates that are subject to tax under Section 4999 of the Code. Notwithstanding anything to the contrary contained herein, the date on which any amounts payable to Executive pursuant to this Section 6 shall be eligible reduced by any amounts previously received by Executive pursuant to receive benefits from such employer which are substantially equivalent Section 5 above. To the extent Executive is receiving payments pursuant to or greater than Section 5 above at the benefits time of a Change in Control, no additional amounts shall be payable under Section 5 above, and any payment to Executive and Executive’s family received from Company or (y) the second anniversary of the date of the Triggering Event. Any reimbursement under pursuant to this Section 4.3.4(a)(3) that is taxable to Executive or any of his Family Members 6 shall be made (subject to the provisions treated as a permissible acceleration of such health care plans that may require earlier payment) by December 31 of the calendar year following the calendar year all remaining payments under Section 5 in which Executive or such Family Member incurred the expense; and (4) the Employer shall provide Executive, at Employer’s expense, accordance with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year following the date of the Triggering EventTreasury Regulation section 1.409A-3(j).

Termination Upon Change in Control. In the event that Executive’s the Employee's ---------------------------------- employment is terminated following in a Termination Upon a Change in Control, the Employee shall be paid the following provisions shall applyas severance compensation: (a) Upon For each of the occurrence three (3) years following such termination of a Triggering Event: employment, an amount (1) the Employer shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law; (2) the Employer shall pay to Executive a lump sum severance benefit in cash payable on the first payroll date following sixty (60dates specified in subsection 4.1 except as otherwise provided herein) days after the Termination Date, which will be in addition to any other compensation or remuneration to which Executive is or becomes entitled to receive from the Employer, in an amount equal to the sum of (i) the Base Salary at the rate payable at the time of such termination and (ii) the average of the annual bonus earned by the Employee in the two (2) times Executive’s Annual Bonus years immediately preceding the date of termination. If, however, the Employee obtains other employment during such period, the amount payable under this paragraph (a) shall be reduced by the amount of compensation that the Employee is receiving from such other employment; provided, however, the Employee is under no obligation to mitigate the amount due to the Employee pursuant to this paragraph (a) by seeking other employment or otherwise. Notwithstanding any provision in this paragraph (a) to the contrary, the Employee may, in the Employee's sole discretion, by delivery of a notice to the Company within thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Company a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this paragraph (a). Such present value shall be determined as defined below) plus (ii) two (2) times Executive’s Base Pay of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate on 90-day United States Treasury bills, as reported in effect the Wall Street Journal, or similar publication, on the date of delivery of the Triggering Event or on election notice. If the Employee elects to receive a lump sum severance payment, the Company shall make such payment to the Employee within ten (10) days following the date on which the Change Employee notifies the Company of Control occurs, whichever is higher;the Employee's election. (3b) In the Employer shall pay or reimburse event that the cost of health, disability and accidental deathEmployee is not otherwise entitled to fully exercise all awards granted to the Employee under the Company's Incentive Stock Plan, and dismemberment insurance in an amount the Incentive Stock Plan does not less than that provided at otherwise provide for acceleration of exerciseability upon the time occurrence of the Triggering Event or, if greater, on the date on which the Change in Control occurreddescribed herein, until the earlier of (x) in the event that Executive such awards shall become employed by another employer after immediately exercisable upon a Triggering EventChange in Control. (c) The Employee shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Company in which the Employee is a participant to the full extent of the Employee's rights under such plans, including any perquisites provided under this Agreement, through the remainder of the Employment Term; provided, however, that the benefits under any such plans of the Company in which the Employee is a participant, including any such perquisites, shall cease upon the Employee's obtaining other employment. If necessary to provide such benefits to the Employee, the date on which Executive shall be eligible Company shall, at its election, either: (i) amend its employee benefit plans to receive benefits from such employer which are substantially equivalent to or greater than provide the benefits Executive described in this paragraph (c), to the extent that such is permissible under the nondiscrimination requirements and Executive’s family received from Company or (y) the second anniversary other provisions of the date Internal Revenue Code of 1986 (the Triggering Event. Any reimbursement under this Section 4.3.4(a)(3"Code") that is taxable to Executive or any of his Family Members shall be made (subject to and the provisions of such health care plans the Employee Retirement Income Security Act of 1974, or (ii) provide separate benefit arrangements or cash payments so that may require earlier payment) by December 31 the Employee receives amounts equivalent thereto, net of the calendar year following the calendar year in which Executive or such Family Member incurred the expense; and (4) the Employer shall provide Executive, at Employer’s expense, with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year following the date of the Triggering Eventtax consequences.

Termination Upon Change in Control. In (a) Upon (x) the event that Executive’s employment is terminated following discharge of Executive by Employer without Cause within the twenty-four (24) months immediately following, or the six (6) months immediately preceding, a Change in Control; or (y) Executive’s Termination of Employment for Good Reason within the twenty-four (24) months immediately following, or the six (6) months immediately preceding, a Change in Control; then upon such Termination of Employment, this Agreement shall terminate immediately, and conditioned upon Executive’s execution of a release in a form provided by Employer within forty-five (45) days following provisions such Termination of Employment, Executive shall applybe entitled to receive: (a) Upon the occurrence of a Triggering Event: (1i) the Employer shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by lawAmounts; (2ii) the Employer shall pay to Executive a cash lump sum severance benefit in cash on the first payroll date following sixty (60) days after the Termination Date, which will be in addition to any other compensation or remuneration to which Executive is or becomes entitled to receive from the Employer, in an amount equal to three (3) times the sum of (i) two (2) times Executive’s Annual Bonus (as defined belowA) plus (ii) two (2) times Executive’s Base Pay as annual rate of salary in effect on immediately prior to the effective date of the Triggering Event or on the date on which the Change such Termination of Control occurs, whichever is higher; (3) the Employer shall pay or reimburse the cost of health, disability and accidental death, and dismemberment insurance in an amount not less than that provided at the time of the Triggering Event Employment or, if greaterhigher, on the date on which annual rate in effect immediately prior to the Change in Control occurred, until the earlier of and (xB) in the event that Executive shall become employed by another employer after a Triggering Event, the date on which Executive shall be eligible annual bonus paid or payable with respect to receive benefits from such employer which are substantially equivalent to or greater than the benefits Executive and Executive’s family received from Company or (y) the second anniversary of the date of the Triggering Event. Any reimbursement under this Section 4.3.4(a)(3) that is taxable to Executive or any of his Family Members shall be made (subject to the provisions of such health care plans that may require earlier payment) by December 31 of the calendar year following prior to the calendar year in which the effective date of such Termination of Employment occurs or, if higher, the average annual bonus paid or payable to Executive for the three (3) calendar years preceding the calendar year in which the effective date of such Termination of Employment occurs (such higher bonus amount, the “Annual Bonus Amount”), payable within sixty (60) business days after the effective date of such Termination of Employment (or, if later, the effective date of the Change in Control); (iii) to the extent permitted by applicable law, inclusion in Employer’s Welfare Plans as if Executive were still employed by Employer until the earlier of two (2) years following the date of Termination of Employment of Executive, or until Executive obtains eligibility under comparable employee plans from another employer which, to the extent such Family Member incurred benefits are otherwise taxable to Executive, such benefits shall for purposes of Section 409A of the expenseInternal Revenue Code of 1986, as amended (the “Code”), and the regulations and other guidance issued thereunder (“Section 409A”) be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year; and (4iv) continuation of the Employer shall provide average auto allowance received by Executive during the twelve (12) month period immediately preceding the effective date of the Termination of Employment until the earlier of two (2) years following the termination of Executive, at Employer’s expenseor until Executive receives an auto allowance from another employer. Each payment of the auto allowance under this Section 6(a)(iv), with outplacement services for purposes of Section 409A, shall be provided as a separate monthly in-kind payment, and support, the scope and provider provision of which will the auto allowance during one calendar year shall not affect the payment of the auto-allowance to be selected provided in any other calendar year; and (v) full vesting of all outstanding stock options then held by Executive, with payment equal to the then difference between the option price and the current fair market value of the stock as of the effective date of such Termination of Employment in lieu of the right to exercise such options. (b) Anything in this Section 6 to the contrary notwithstanding, in the event it shall be determined that any payment or distribution made, or benefit provided, by Employer to or for the benefit of Executive under Section 6(a) (whether paid or payable or distributed or distributable or provided pursuant to the terms hereof or otherwise) would constitute a period “parachute payment” as defined in Section 280G of one the Code, then the benefits payable pursuant to Section 6(a) shall be reduced so that the aggregate present value of all payments in the nature of compensation to (1or for the benefit of) year following Executive which are contingent on a change of control (as defined in Section 280G(b)(2)(A) of the Code) is One Dollar ($1.00) less than the amount which Executive could receive without being considered to have received any parachute payment (the amount of this reduction in the benefits payable is referred to herein as the “Excess Amount”). The determination of the amount of any reduction required by this Section 6(b) shall be made by an independent accounting firm selected by Employer, and such determination shall be conclusive and binding on the parties hereto. (c) Notwithstanding the provisions of Section 6(b), if it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding which has been finally and conclusively resolved, that an Excess Amount was received by Executive from Employer, then such Excess Amount shall be deemed for all purposes to be a loan to Executive made on the date Executive received the Excess Amount and Executive shall repay the Excess Amount to Employer on demand (but no less than ten (10) days after written demand is received by Executive) together with interest on the Excess Amount at the “applicable Federal rate” (as defined in Section 1274(d) of the Code) from the date of Executive’s receipt of such Excess Amount until the Triggering Eventdate of such repayment. (d) Notwithstanding anything to the contrary contained herein, any amounts payable to Executive pursuant to Section 6(a) shall be reduced by any amounts previously received by Executive pursuant to Section 5 above.

Termination Upon Change in Control. (i) In the event that of a Change in Control and the termination of the Executive’s employment is terminated following under either (A) or (B) below, the Executive shall be entitled to a lump sum payment equal to three (3) times the sum of the following: (w) his annual Base Salary then payable plus (x) the average of his most recent three (3) years’ annual Deferred Compensation Plan contributions plus (y) the average of his most recent three (3) years’ employee stock ownership plan contributions plus (z) the average of his most recent three (3) years’ annual Bonuses. In the event of a Change in Control, the Employer shall also provide the Executive with the benefits contemplated in subparagraph (ii) of paragraph (h) (CERTAIN INSURANCE BENEFITS) of this Section 5 below and, upon termination of the Executive’s employment under either (A) or (B) below, shall pay the Executive, within thirty (30) days of termination: (a) such Base Salary and vacation pay (for unused vacation days in accordance with the Employer’s policies and practices with respect to vacation pay) as shall have accrued and remains unpaid through the effective date of the termination, (b) Bonuses previously determined by the Compensation Committee for any prior fiscal year(s) that remain unpaid, (c) for all accrued and unused sick days, and (d) reimbursement of previously incurred expenses eligible for reimbursement pursuant to the Employer’s policies on reimbursement of expenses. Further provided, that Executive shall also have such rights to payments, if any, as are provided under the terms of the Deferred Compensation Plan, the Amended and Restated Life Insurance Agreement entered into by and between the Employer and Executive and as amended from time to time and such retirement plans under which Executive participated at the time of his termination. If the Executive’s employment has terminated prior to the Change in Control in accordance with the terms of this Agreement and the Employer has made all required payments under any other applicable provision of this Section 5, then no amount shall be paid under this paragraph (f). Either of the following provisions shall applyconstitute termination under this paragraph: (aA) Upon The Executive terminates his employment by a written notice to that effect delivered to the occurrence Employer within twenty-four (24) months after the Change in Control. (B) Executive’s employment under this Agreement is terminated by the Employer either in contemplation of or after the Change in Control. (ii) Notwithstanding the preceding paragraphs of this Section 5 and except as provided in this subparagraph (ii), in the event that it shall be determined that any payment, benefit or other entitlement under this Agreement and any other plan or arrangement of the Employer or the Bank (the “Total Payments”) would constitute an “Excess Parachute Payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and thereby be subject to the excise tax imposed by Section 4999 of the Code or any similar successor provision or any interest or penalties with respect to such excise tax (collectively the “Excise Tax”), then, except in the case of a Triggering Event: de Minimus Excess Amount (1as defined below), the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Employer shall pay Executive of all Accrued Obligations taxes imposed upon the Gross-Up Payment (including any federal, state and local income, payroll and excise taxes and any interest or penalties imposed with respect to such taxes), the Executive in retains an amount of the Gross Up Payment equal to the Excise Tax imposed upon the Total Payments (not including any Gross-Up Payment). If, at a lump sum in cash within twenty (20) days after later date, the Termination Date or on Internal Revenue Service assesses a deficiency against the Executive for the Excise Tax which is greater than that which was determined at the time such earlier date required by law; (2) amounts were paid, then the Employer shall pay to the Executive the amount of such unreimbursed Excise Tax plus any interest, penalties and reasonable professional fees or expenses incurred by the Executive as a lump sum severance benefit in cash on the first payroll date following sixty (60) days after the Termination Dateresult of such assessment, which will be in addition including all such taxes with respect to any other compensation or remuneration such additional amount. The highest marginal tax rate applicable to which Executive is or becomes entitled to receive from the Employer, in an amount equal to the sum of (i) two (2) times Executive’s Annual Bonus (as defined below) plus (ii) two (2) times Executive’s Base Pay as in effect on the date of the Triggering Event or on the date on which the Change of Control occurs, whichever is higher; (3) the Employer shall pay or reimburse the cost of health, disability and accidental death, and dismemberment insurance in an amount not less than that provided individuals at the time of the Triggering Event orpayment of such amounts will be used for purposes of determining the federal and state income and other taxes with respect thereto. The Employer shall withhold from any amounts paid under this Agreement the amount of any Excise Tax or other federal, state or local taxes then required to be withheld. Computations of the amount of the Gross-Up Payment paid under this subparagraph shall be conclusively made by the Employer’s independent accountants, in consultation, if greaternecessary, on with the date on which Employer’s independent legal counsel. If, after the Change in Control occurredExecutive receives any Gross-Up Payment or other amount pursuant to this subparagraph, until the earlier Executive receives any refund with respect to the Excise Tax, the Executive shall promptly pay the Employer the amount of such refund within ten (x10) days of receipt by the Executive. Notwithstanding the foregoing, in the event that the amount by which the present value of the Total Payments which would constitute an Excess Parachute Payment is less than two percent (2%) of the Total Payments, then such Excess Parachute Payment shall be deemed to be a “de Minimus Excess Amount” and the Executive shall become employed by another employer after not be entitled to a Triggering EventGross-Up Payment. In such a case, the date on Total Payments will be reduced to an amount (the “Non-Triggering Amount”), the value of which Executive is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with Code Section 280G; provided that such reduction shall not be eligible to receive benefits from such employer which are substantially equivalent to or made unless the Non-Triggering Amount would be greater than the benefits Executive and Executive’s family received from Company or (y) the second anniversary aggregate value of the date Total Payments (without such reduction) minus the amount of Excise Tax required to be paid by Executive thereon. The allocation of the Triggering Event. Any reimbursement under reduction required by the preceding sentence shall be determined by the Executive. (iii) For purposes of this Section 4.3.4(a)(3) that is taxable to Executive or Agreement, the term “Change in Control” shall mean any of his Family Members shall be made (subject to the provisions of such health care plans that may require earlier payment) by December 31 of the calendar year following the calendar year in which Executive or such Family Member incurred the expense; and (4) the Employer shall provide Executive, at Employer’s expense, with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year following the date of the Triggering Event.following:

Termination Upon Change in Control. (i) In the event that of a Change in Control and the termination of the Executive’s employment is terminated following under either (A) or (B) below, the Executive shall be entitled to a lump sum payment equal to three (3) times the sum of the following: (w) his annual Base Salary then payable; plus (x) the average of his most recent three (3) years’ annual Deferred Compensation Plan contributions; plus (y) the average of his most recent three (3) years’ Employer contributions to all Employer-sponsored tax-qualified retirement plans; plus (z) the average of his most recent three (3) years’ annual Bonuses. The payment of such lump sum shall be paid to the Executive within thirty (30) days of his termination of employment. In the event of a Change in Control, the Employer shall also provide the Executive with the benefits contemplated in subparagraph (ii) of paragraph (g) (CERTAIN INSURANCE BENEFITS) of this Section 5 below and, upon termination of the Executive’s employment under either (A) or (B) below, shall pay the Executive, within thirty (30) days of termination: (a) such Base Salary and vacation pay (for unused vacation days in accordance with the Employer’s policies and practices with respect to vacation pay) as shall have accrued and remains unpaid through the effective date of the termination; (b) Bonuses previously determined by the Compensation Committee for any prior fiscal year(s) that remain unpaid; (c) for all accrued and unused sick days; and (d) reimbursement of previously incurred expenses eligible for reimbursement pursuant to the Employer’s policies on reimbursement of expenses. In addition, the Executive shall also have such rights to payments, if any, as are provided under the terms of the Deferred Compensation Plan, the Amended and Restated Life Insurance Agreement entered into by and between the Employer and the Executive and as amended from time to time and such retirement plans under which the Executive participated at the time of the termination of his employment. If the Executive’s employment has terminated prior to the Change in Control in accordance with the terms of this Agreement and the Employer has made all required payments under any other applicable provision of this Section 5, then no amount shall be paid under this paragraph (e). Either of the following provisions shall applyconstitute termination under this paragraph: (aA) Upon The Executive terminates his employment by a written notice to that effect delivered to the occurrence Employer within twenty-four (24) months after the Change in Control. (B) The Executive’s employment under this Agreement is terminated by the Employer either in contemplation of or after the Change in Control. (ii) Notwithstanding the preceding paragraphs of this Section 5 and except as provided in this subparagraph (ii), in the event that it shall be determined that any payment, benefit or other entitlement under this Agreement and any other plan or arrangement of the Employer or the Bank (the “Total Payments”) would constitute an “Excess Parachute Payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and thereby be subject to the excise tax imposed by Section 4999 of the Code or any similar successor provision or any interest or penalties with respect to such excise tax (collectively the “Excise Tax”), then, except in the case of a Triggering Event: de Minimus Excess Amount (1as defined below), the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Employer Executive of all taxes imposed upon the Gross-Up Payment (including any federal, state and local income, payroll and excise taxes and any interest or penalties imposed with respect to such taxes), the Executive retains an amount of the Gross Up Payment equal to the Excise Tax imposed upon the Total Payments (not including any Gross-Up Payment). Such Gross-Up Payment shall pay all Accrued Obligations be paid to the Executive no later than the end of the Executive’s taxable year following the taxable year in which the Executive remits the Excise Tax. If, at a lump sum in cash within twenty (20) days after later date, the Termination Date or on Internal Revenue Service assesses a deficiency against the Executive for the Excise Tax which is greater than that which was determined at the time such earlier date required by law; (2) amounts were paid, then the Employer shall pay to the Executive the amount of such unreimbursed Excise Tax plus any interest, penalties and reasonable professional fees or expenses incurred by the Executive as a lump sum severance benefit in cash on the first payroll date following sixty (60) days after the Termination Dateresult of such assessment, including all such taxes with respect to any such additional amount, which will amounts shall be in addition to any other compensation or remuneration to which Executive is or becomes entitled to receive from the Employer, in an amount equal paid to the sum Executive no later than the end of (i) two (2) times the Executive’s Annual Bonus (as defined below) plus (ii) two (2) times Executive’s Base Pay as taxable year following the taxable year in effect on the date of the Triggering Event or on the date on which the Change of Control occurs, whichever is higher; (3) Executive remits the Employer shall pay or reimburse the cost of health, disability and accidental death, and dismemberment insurance in an amount not less than that provided deficient Excise Tax. The highest marginal tax rate applicable to individuals at the time of the Triggering Event orpayment of such amounts will be used for purposes of determining the federal and state income and other taxes with respect thereto. The Employer shall withhold from any amounts paid under this Agreement the amount of any Excise Tax or other federal, state or local taxes then required to be withheld. Computations of the amount of the Gross-Up Payment paid under this subparagraph shall be conclusively made by the Employer’s independent accountants, in consultation, if greaternecessary, on with the date on which Employer’s independent legal counsel. If, after the Change in Control occurredExecutive receives any Gross-Up Payment or other amount pursuant to this subparagraph, until the earlier Executive receives any refund with respect to the Excise Tax, the Executive shall promptly pay the Employer the amount of such refund within ten (x10) days of receipt by the Executive. Notwithstanding the foregoing, in the event that the amount by which the present value of the Total Payments which would constitute an Excess Parachute Payment is less than two percent (2%) of the Total Payments, then such Excess Parachute Payment shall be deemed to be a “de Minimus Excess Amount” and the Executive shall become employed by another employer after not be entitled to a Triggering EventGross-Up Payment. In such a case, the date on Total Payments will be reduced to an amount (the “Non-Triggering Amount”), the value of which Executive is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount,” as determined in accordance with Code Section 280G; provided, however, that such reduction shall not be eligible to receive benefits from such employer which are substantially equivalent to or made unless the Non-Triggering Amount would be greater than the benefits aggregate value of the Total Payments (without such reduction) minus the amount of Excise Tax required to be paid by the Executive thereon. The allocation of the reduction required by the preceding sentence shall be determined by the Executive and Executive’s family received from Company or (y) the second anniversary Executive shall notify the Employer in writing of the date of allocation; provided, however, that if the Triggering Event. Any reimbursement under this Section 4.3.4(a)(3) that is taxable Executive fails to Executive or any of his Family Members shall be made (subject to notify the provisions of such health care plans that may require earlier payment) by December 31 of the calendar year following the calendar year in which Executive or such Family Member incurred the expense; and (4) Employer, then the Employer shall provide Executivemake the allocation; and provided further, at Employer’s expensehowever, with outplacement services and supportthat any such allocation shall not be effective where it would result in an imposition of additional income tax under Code Section 409A. (iii) For purposes of this Agreement, the scope and provider of which will be selected by Executive, for a period of one (1) year following the date term “Change in Control” shall mean any of the Triggering Event.following:

Termination Upon Change in Control. In the event that Executive’s the Employee's ---------------------------------- employment is terminated following in a Termination Upon a Change in Control, the Employee shall be paid the following provisions shall applyas severance compensation: (a) Upon the occurrence of a Triggering Event: For one (1) the Employer shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty year following such termination of employment, an amount (20) days after the Termination Date or on such earlier date required by law; (2) the Employer shall pay to Executive a lump sum severance benefit in cash payable on the first payroll date following sixty (60dates specified in subsection 4.1 except as otherwise provided herein) days after the Termination Date, which will be in addition to any other compensation or remuneration to which Executive is or becomes entitled to receive from the Employer, in an amount equal to the sum of (i) the Base Salary at the rate payable at the time of such termination and (ii) the average of the annual bonus earned by the Employee in the two (2) times Executive’s Annual Bonus years immediately preceding the date of termination. If, however, the Employee obtains other employment during such period, the amount payable under this paragraph (a) shall be reduced by the amount of compensation that the Employee is receiving from such other employment; provided, however, the Employee is under no obligation to mitigate the amount due to the Employee pursuant to this paragraph (a) by seeking other employment or otherwise. Notwithstanding any provision in this paragraph (a) to the contrary, the Employee may, in the Employee's sole discretion, by delivery of a notice to the Company within thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Company a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this paragraph (a). Such present value shall be determined as defined below) plus (ii) two (2) times Executive’s Base Pay of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate on 90-day United States Treasury bills, as reported in effect the Wall Street Journal, or similar publication, on the date of delivery of the Triggering Event or on election notice. If the Employee elects to receive a lump sum severance payment, the Company shall make such payment to the Employee within ten (10) days following the date on which the Change Employee notifies the Company of Control occurs, whichever is higher;the Employee's election. (3b) In the Employer shall pay or reimburse event that the cost of health, disability and accidental deathEmployee is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan, and dismemberment insurance in an amount the Incentive Stock Plan does not less than that provided at otherwise provide for acceleration of exerciseability upon the time occurrence of the Triggering Event or, if greater, on the date on which the Change in Control occurreddescribed herein, until the earlier of (x) in the event that Executive such awards shall become employed by another employer after immediately exercisable upon a Triggering EventChange in Control. (c) The Employee shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Company in which the Employee is a participant to the full extent of the Employee's rights under such plans, including any perquisites provided under this Agreement, through the remainder of the Employment Term; provided, however, that the benefits under any such plans of the Company in which the Employee is a participant, including any such perquisites, shall cease upon the Employee's obtaining other employment. If necessary to provide such benefits to the Employee, the date on which Executive shall be eligible Company shall, at its election, either: (i) amend its employee benefit plans to receive benefits from such employer which are substantially equivalent to or greater than provide the benefits Executive described in this paragraph (c), to the extent that such is permissible under the nondiscrimination requirements and Executive’s family received from Company or (y) the second anniversary other provisions of the date Internal Revenue Code of 1986 (the Triggering Event. Any reimbursement under this Section 4.3.4(a)(3"Code") that is taxable to Executive or any of his Family Members shall be made (subject to and the provisions of such health care plans the Employee Retirement Income Security Act of 1974, or (ii) provide separate benefit arrangements or cash payments so that may require earlier payment) by December 31 the Employee receives amounts equivalent thereto, net of the calendar year following the calendar year in which Executive or such Family Member incurred the expense; and (4) the Employer shall provide Executive, at Employer’s expense, with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year following the date of the Triggering Eventtax consequences.

Termination Upon Change in Control. In the event that the Executive’s employment hereunder is terminated following by the Company’s Board of Directors either six (6) months prior to or six (6) months subsequent to a Change in Control, for any reason other than for “cause” (as defined above) the Company shall pay to Executive all salary and bonuses accrued up to and including the date of termination, all unused vacation and all unreimbursed expenses which are reimbursable pursuant to Section IV incurred prior to such termination. In addition, in the event of such termination either six (6) months prior to or six (6) months subsequent to a Change in Control, the Company shall have the following provisions shall applyduties: (a) Upon the occurrence of a Triggering Event: (1) the Employer shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law; (2) the Employer . The Company shall pay to Executive a lump sum severance benefit in cash on the first payroll date following sixty (60) days after the Termination Date, which will be in addition to any other compensation or remuneration to which Executive is or becomes entitled to receive from the Employer, payment in an amount equal to the sum Salary left to be paid during the remainder of (i) two (2) times the Term of the Agreement as if no termination of the Executive’s Annual Bonus employment had occurred (the “Change in Control Severance Payment”). The Change In Control Severance Payment shall be paid in approximately equal bi-weekly installments, or at such other intervals as defined below) plus (ii) two (2) times may be established for the Company’s customary pay schedule, at the annual rate of Executive’s Base Pay as in effect Salary on the date of termination. In the Triggering Event or on event that a Change in Control occurs within six (6) months after the termination of Executive’s employment hereunder, Executive shall also be paid in a lump-sum, any and all Salary which he would have been due between the termination date of his employment and the date on which of the Change of Control occurs, whichever is higherin Control; (3) the Employer 2. The Company shall pay to Executive all deferred compensation, if any, owed to Executive, under any other agreement in a single lump sum payment immediately following termination. However, any amounts owed under a 401(k) or reimburse other plan qualified under the cost Internal Revenue Code shall be paid in accordance with the terms and provisions of health, disability and accidental death, and dismemberment insurance in an amount such plans; 3. All outstanding stock options allocated to Executive which have not less than that provided vested at the time end of the Triggering Event orTerm had Executive remained employed by the Company to the end of the Term, shall vest to Executive immediately, provided that if greater, on the date on which the Change in Control occurredhas occurred within six (6) months after Executive’s termination date, until the earlier of (x) in the event that Executive shall become employed by another employer after a Triggering Event, the date on which Executive shall be eligible to receive benefits from paid in a lump-sum payment the fair market value of any terminated options by the Company, assuming such employer which are substantially equivalent to or greater than the benefits options had been fully exercisable by Executive and Executive’s family received from Company or (y) the second anniversary of on the date of the Triggering Eventtermination; and 4. Any reimbursement under this Section 4.3.4(a)(3) that is taxable to Executive or any of his Family Members shall no longer be made (subject to the provisions covenants and agreements not to compete under Section VI of such health care plans that may require earlier payment) by December 31 of the calendar year following the calendar year in which Executive or such Family Member incurred the expense; and (4) the Employer shall provide Executive, at Employer’s expense, with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year this Agreement following the date of the Triggering Event.termination under this Section V.F.

Termination Upon Change in Control. In the event that Executive’s employment is terminated following a Change in Control, the following provisions shall apply: (a) Upon the occurrence of a Triggering Event: (1) the Employer shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law; (2) the Employer shall pay to Executive a lump sum severance benefit in cash on the first payroll date following sixty (60) days after the Termination Date, which will be in addition to any other compensation or remuneration to which Executive is or becomes entitled to receive from the Employer, in an amount equal to the sum of (i) two (2) times Executive’s Annual Bonus (as defined below) plus (ii) two (2) times Executive’s Base Pay Annual Salary (as in effect on the date of the Triggering Event or on the date on which the Change of Control occurs, whichever is higherdefined below); (3) the Employer shall pay or reimburse the cost of health, disability and accidental death, and dismemberment insurance in an amount not less than that provided at the time of the Triggering Event or, if greater, on the date on which the Change in Control occurred, until the earlier of (x) in the event that Executive shall become employed by another employer after a Triggering Event, the date on which Executive shall be eligible to receive benefits from such employer which are substantially equivalent to or greater than the benefits Executive and Executive’s family received from Company or (y) the second anniversary of the date of the Triggering Event. Any reimbursement under this Section 4.3.4(a)(3) that is taxable to Executive or any of his Family Members shall be made (subject to the provisions of such health care plans that may require earlier payment) by December 31 of the calendar year following the calendar year in which Executive or such Family Member incurred the expense; and (4) the Employer shall provide Executive, at Employer’s expense, with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year following the date of the Triggering Event.

Termination Upon Change in Control. In the event that Executive’s employment is terminated following a Change in Control, the following provisions shall apply: (a) Upon the occurrence of a Triggering Event: (1) the Employer shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law; (2) the Employer shall pay to Executive a lump sum severance benefit in cash on the first payroll date following sixty (60) days after the Termination Date, which will be in addition to any other compensation or remuneration to which Executive is or becomes entitled to receive from the Employer, in an amount equal to the sum of (i) two (2) times Executive’s Annual Bonus (as defined below) plus (ii) two (2) times Executive’s Base Pay as in effect on the date of the Triggering Event or on the date on which the Change of Control occurs, whichever is higher; (3) the Employer shall pay or reimburse the cost of health, disability and accidental death, and dismemberment insurance in an amount not less than that provided at the time of the Triggering Event or, if greater, on the date on which the Change in Control occurred, until the earlier of (x) in the event that Executive shall become employed by another employer after a Triggering Event, the date on which Executive shall be eligible to receive benefits from such employer which are substantially equivalent to or greater than the benefits Executive and Executive’s family received from Company or (y) the second anniversary of the date of the Triggering Event. Any reimbursement under this Section 4.3.4(a)(34.3.3(a)(3) that is taxable to Executive or any of his Family Members shall be made (subject to the provisions of such health care plans that may require earlier payment) by December 31 of the calendar year following the calendar year in which Executive or such Family Member incurred the expense; and (4) the Employer shall provide Executive, at t Employer’s expense, with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year following the date of the Triggering Event.

Termination Upon Change in Control. In (a) Upon (x) the event that Executive’s employment is terminated following discharge of Executive by Employer without Cause within the twenty-four (24) months immediately following, or the six (6) months immediately preceding, a Change in Control; or (y) Executive’s Termination of Employment for Good Reason within the twenty-four (24) months immediately following, or the six (6) months immediately preceding, a Change in Control; then upon such Termination of Employment, this Agreement shall terminate immediately, and conditioned upon Executive’s execution of a release in a form provided by Employer within forty-five (45) days following provisions such Termination of Employment, Executive shall apply:be entitled to receive (except as otherwise provided by Section 17 hereof): (a) Upon the occurrence of a Triggering Event: (1i) the Employer shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by lawAmounts; (2ii) the Employer shall pay to Executive a cash lump sum severance benefit in cash on the first payroll date following sixty (60) days after the Termination Date, which will be in addition to any other compensation or remuneration to which Executive is or becomes entitled to receive from the Employer, in an amount equal to three (3) times the sum of (i) two (2) times Executive’s Annual Bonus (as defined belowA) plus (ii) two (2) times Executive’s Base Pay as annual rate of salary in effect on immediately prior to the effective date of the Triggering Event or on the date on which the Change such Termination of Control occurs, whichever is higher; (3) the Employer shall pay or reimburse the cost of health, disability and accidental death, and dismemberment insurance in an amount not less than that provided at the time of the Triggering Event Employment or, if greaterhigher, on the date on which annual rate in effect immediately prior to the Change in Control occurred, until the earlier of and (xB) in the event that Executive shall become employed by another employer after a Triggering Event, the date on which Executive shall be eligible annual bonus paid or payable with respect to receive benefits from such employer which are substantially equivalent to or greater than the benefits Executive and Executive’s family received from Company or (y) the second anniversary of the date of the Triggering Event. Any reimbursement under this Section 4.3.4(a)(3) that is taxable to Executive or any of his Family Members shall be made (subject to the provisions of such health care plans that may require earlier payment) by December 31 of the calendar year following prior to the calendar year in which the effective date of such Termination of Employment occurs or, if higher, the average annual bonus paid or payable to Executive for the three (3) calendar years preceding the calendar year in which the effective date of such Termination of Employment occurs (such higher bonus amount, the “Annual Bonus Amount”), payable within sixty (60) business days after the effective date of such Termination of Employment (or, if later, the effective date of the Change in Control); (iii) to the extent permitted by applicable law, inclusion in Employer’s Welfare Plans as if Executive were still employed by Employer until the earlier of two (2) years following the date of Termination of Employment of Executive, or until Executive obtains eligibility under comparable employee plans from another employer which, to the extent such Family Member incurred benefits are otherwise taxable to Executive, such benefits shall for purposes of Section 409A of the expenseInternal Revenue Code of 1986, as amended (the “Code”), and the regulations and other guidance issued thereunder (“Section 409A”) be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year; and (iv) continuation of the average auto allowance received by Executive during the twelve (12) month period immediately preceding the effective date of the Termination of Employment until the earlier of two (2) years following the termination of Executive, or until Executive receives an auto allowance from another employer. Each payment of the auto allowance under this Section 6(a)(iv), for purposes of Section 409A, shall be provided as a separate monthly in-kind payment, and the provision of the auto allowance during one calendar year shall not affect the payment of the auto-allowance to be provided in any other calendar year; and (4v) the Employer shall provide Executive, at Employer’s expense, with outplacement services and support, the scope and provider full vesting of which will be selected all outstanding stock options then held by Executive, with payment equal to the then difference between the option price and the current fair market value of the stock as of the effective date of such Termination of Employment in lieu of the right to exercise such options. (b) Anything in this Section 6 to the contrary notwithstanding, in the event it shall be determined that any payment or distribution made, or benefit provided, by Employer to or for the benefit of Executive under Section 6(a) (whether paid or payable or distributed or distributable or provided pursuant to the terms hereof or otherwise) would constitute a period “parachute payment” as defined in Section 280G of one the Code, then the benefits payable pursuant to Section 6(a) shall be reduced so that the aggregate present value of all payments in the nature of compensation to (1or for the benefit of) year following Executive which are contingent on a change of control (as defined in Section 280G(b)(2)(A) of the Code) is One Dollar ($1.00) less than the amount which Executive could receive without being considered to have received any parachute payment (the amount of this reduction in the benefits payable is referred to herein as the “Excess Amount”). The determination of the amount of any reduction required by this Section 6(b) shall be made by an independent accounting firm selected by Employer, and such determination shall be conclusive and binding on the parties hereto. (c) Notwithstanding the provisions of Section 6(b), if it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding which has been finally and conclusively resolved, that an Excess Amount was received by Executive from Employer, then such Excess Amount shall be deemed for all purposes to be a loan to Executive made on the date Executive received the Excess Amount and Executive shall repay the Excess Amount to Employer on demand (but no less than ten (10) days after written demand is received by Executive) together with interest on the Excess Amount at the “applicable Federal rate” (as defined in Section 1274(d) of the Code) from the date of Executive’s receipt of such Excess Amount until the Triggering Eventdate of such repayment. (d) Notwithstanding anything to the contrary contained herein, any amounts payable to Executive pursuant to Section 6(a) shall be reduced by any amounts previously received by Executive pursuant to Section 5 above.

Termination Upon Change in Control. In Notwithstanding any other provision contained herein, if the event that Executive’s employment hereunder is terminated or Executive’s responsibilities are reduced or the location of employment is moved more than 25 miles within three (3) months prior to or twelve (12) months following a Change in Control, the following provisions Executive shall applybe entitled to receive: (a) Upon the occurrence Accrued Amounts; (b) subject to the Executive’s compliance with Sections 6 through 11 of this Agreement and execution of a Triggering Event: (1) Release which becomes effective by the Employer end of the Release Execution Period, the Executive shall pay all Accrued Obligations be entitled to Executive in receive a lump sum in cash payment equal to one time the sum of the Executive’s annual Base Salary, which shall be paid within twenty (20) 30 days after following the Termination Date or on such earlier date required by lawRelease Execution Period; (2c) the Employer shall pay to Executive a lump sum severance benefit in cash on the first payroll date following sixty (60) days after the Termination Date, which will be in addition to any other compensation or remuneration to which Executive is or becomes entitled to receive from the Employer, in an amount equal to the sum of (i) two (2) times Executive’s target Annual Bonus (as defined below) plus (ii) two (2) times Executive’s Base Pay as in effect on the date of the Triggering Event or on the date on which the Change of Control occurs, whichever is higheramount; (3d) If the Employer Executive timely and properly elects health continuation coverage under COBRA, the Corporation shall pay or reimburse the cost of health, disability Executive for the monthly COBRA premium paid by the Executive for herself and accidental death, and dismemberment insurance in an amount not less than that provided at her dependents. Such reimbursement shall be paid to the time Executive on the 10th day of the Triggering Event or, if greater, on month immediately following the date on month in which the Change in Control occurred, until Executive timely remits the earlier of (x) in the event that Executive shall become employed by another employer after a Triggering Event, the date on which premium payment. The Executive shall be eligible to receive benefits from such employer which are substantially equivalent to or greater than reimbursement until the benefits Executive and Executive’s family received from Company or earliest of: (yi) the second twelve-month anniversary of the termination; (ii) the date of the Triggering EventExecutive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Any reimbursement Notwithstanding the foregoing, if the Corporation’s making payments under this Section 4.3.4(a)(35.5(d) that would violate the nondiscrimination rules applicable to non-grandfathered plans under the ACA, or result in the imposition of penalties under the ACA, the parties agree to reform this Section 5.5(d) in a manner as is taxable necessary to Executive or any of his Family Members shall be made comply with the ACA; (subject e) All outstanding time-based equity-based compensation awards granted to the provisions Executive during the Term of such health care plans that may require earlier payment) by December 31 of the calendar year following the calendar year in which Executive or such Family Member incurred the expenseEmployment shall become fully vested; and (4f) All outstanding performance-based equity compensation awards granted to the Employer Executive during the Term of Employment shall provide Executive, at Employer’s expense, remain outstanding and shall vest or be forfeited in accordance with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year following the date terms of the Triggering Eventapplicable award agreements, if the applicable performance goals are satisfied. The determination whether such performance goals are satisfied shall be in the sole discretion of the Compensation Committee or the Board, as the case may be.

Termination Upon Change in Control. In the event that Executive’s employment is terminated following a Change in Control, the following provisions shall apply: (a) Upon the occurrence of a Triggering Event: (1) the Employer QTS LLC shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law; (2) the Employer QTS LLC shall pay to Executive a lump sum severance benefit in cash on the first payroll date following sixty (60) days after the Termination Date, which will be in addition to any other compensation or remuneration to which Executive is or becomes entitled to receive from the EmployerQTS LLC, in an amount equal to the sum of (i) two (2) times Executive’s Annual Bonus (as defined below) plus (ii) two (2) times Executive’s Base Pay annual salary as in effect on the date of the Triggering Event or on the date on which the Change of in Control occurs, whichever is higher; (3) the Employer QTS LLC shall pay or reimburse the cost of health, disability and accidental death, and dismemberment insurance in an amount not less than that provided at the time of the Triggering Event or, if greater, on the date on which the Change in Control occurred, until the earlier of (x) in the event that Executive shall become employed by another employer after a Triggering Event, the date on which Executive shall be eligible to receive benefits from such employer which are substantially equivalent to or greater than the benefits Executive and Executive’s family received from Company or (y) the second anniversary of the date of the Triggering Event. Any reimbursement under this Section 4.3.4(a)(34.3.3(a)(2) that is taxable to Executive or any of his Family Members shall be made (subject to the provisions of such health care plans that may require earlier payment) by December 31 of the calendar year following the calendar year in which Executive or such Family Member incurred the expense; and (4) the Employer QTS LLC shall provide Executive, at EmployerQTS LLC’s expense, with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year following the date of the Triggering Event.

Termination Upon Change in Control. In (a) Upon (x) the event that Executive’s employment is terminated following discharge of Executive by Employer without Cause within the twenty-four (24) months immediately following, or the six (6) months immediately preceding, a Change in Control; or (y) Executive’s Termination of Employment for Good Reason within the twenty-four (24) months immediately following, or the six (6) months immediately preceding, a Change in Control; then upon such Termination of Employment, this Agreement shall terminate immediately, and conditioned upon Executive’s execution of a release in a form provided by Employer within forty-five (45) days following provisions such Termination of Employment, Executive shall apply:be entitled to receive (except as otherwise provided by Section 17 hereof): (a) Upon the occurrence of a Triggering Event: (1i) the Employer shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by lawAmounts; (2ii) the Employer shall pay to Executive a cash lump sum severance benefit in cash on the first payroll date following sixty (60) days after the Termination Date, which will be in addition to any other compensation or remuneration to which Executive is or becomes entitled to receive from the Employer, in an amount equal to three (3) times the sum of (i) two (2) times Executive’s Annual Bonus (as defined belowA) plus (ii) two (2) times Executive’s Base Pay as annual rate of salary in effect on immediately prior to the effective date of the Triggering Event or on the date on which the Change such Termination of Control occurs, whichever is higher; (3) the Employer shall pay or reimburse the cost of health, disability and accidental death, and dismemberment insurance in an amount not less than that provided at the time of the Triggering Event Employment or, if greaterhigher, on the date on which annual rate in effect immediately prior to the Change in Control occurred, until the earlier of and (xB) in the event that Executive shall become employed by another employer after a Triggering Event, the date on which Executive shall be eligible annual bonus paid or payable with respect to receive benefits from such employer which are substantially equivalent to or greater than the benefits Executive and Executive’s family received from Company or (y) the second anniversary of the date of the Triggering Event. Any reimbursement under this Section 4.3.4(a)(3) that is taxable to Executive or any of his Family Members shall be made (subject to the provisions of such health care plans that may require earlier payment) by December 31 of the calendar year following prior to the calendar year in which the effective date of such Termination of Employment occurs or, if higher, the average annual bonus paid or payable to Executive for the three (3) calendar years preceding the calendar year in which the effective date of such Termination of Employment occurs (such higher bonus amount, the “Annual Bonus Amount”), payable within sixty (60) business days after the effective date of such Termination of Employment (or, if later, the effective date of the Change in Control); (iii) to the extent permitted by applicable law, inclusion in Employer’s Welfare Plans as if Executive were still employed by Employer until the earlier of two (2) years following the date of Termination of Employment of Executive, or until Executive obtains eligibility under comparable employee plans from another employer which, to the extent such Family Member incurred benefits are otherwise taxable to Executive, such benefits shall for purposes of Section 409A of the expenseInternal Revenue Code of 1986, as amended (the “Code”), and the regulations and other guidance issued thereunder (“Section 409A”) be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year; and (4iv) continuation of the Employer shall provide average auto allowance received by Executive during the twelve (12) month period immediately preceding the effective date of the Termination of Employment until the earlier of two (2) years following the termination of Executive, at Employer’s expenseor until Executive receives an auto allowance from another employer. Each payment of the auto allowance under this Section 6(a)(iv), with outplacement services for purposes of Section 409A, shall be provided as a separate monthly in-kind payment, and support, the scope and provider provision of which will the auto allowance during one calendar year shall not affect the payment of the auto-allowance to be selected provided in any other calendar year; and (v) full vesting of all outstanding stock options then held by Executive, with payment equal to the then difference between the option price and the current fair market value of the stock as of the effective date of such Termination of Employment in lieu of the right to exercise such options. (b) Anything in this Section 6 to the contrary notwithstanding, in the event it shall be determined that any payment or distribution made, or benefit provided, by Employer to or for the benefit of Executive under Section 6(a) (whether paid or payable or distributed or distributable or provided pursuant to the terms hereof or otherwise) would constitute a period “parachute payment” as defined in Section 280G of one the Code, then the benefits payable pursuant to Section 6(a) shall be reduced so that the aggregate present value of all payments in the nature of compensation to (1or for the benefit of) year following Executive which are contingent on a change of control (as defined in Section 280G(b)(2)(A) of the Code) is One Dollar ($1.00) less than the amount which Executive could receive without being considered to have received any parachute payment (the amount of this reduction in the benefits payable is referred to herein as the “Excess Amount”). The determination of the amount of any reduction required by this Section 6(b) shall be made by an independent accounting firm selected by Employer, and such determination shall be conclusive and binding on the parties hereto. (c) Notwithstanding the provisions of Section 6(b), if it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding which has been finally and conclusively resolved, that an Excess Amount was received by Executive from Employer, then such Excess Amount shall be deemed for all purposes to be a loan to Executive made on the date Executive received the Excess Amount and Executive shall repay the Excess Amount to Employer on demand (but no less than ten (10) days after written demand is received by Executive) together with interest on the Excess Amount at the “applicable Federal rate” (as defined in Section 1274(d) of the Code) from the date of Executive’s receipt of such Excess Amount until the Triggering Eventdate of such repayment. (d) Notwithstanding anything to the contrary contained herein, any amounts payable to Executive pursuant to Section 6(a) shall be reduced by any amounts previously received by Executive pursuant to Section 5 above.

Termination Upon Change in Control. In the event that Executive’s the Employee's ---------------------------------- employment is terminated following in a Termination Upon a Change in Control, and subject to section 6.4, the Employee shall be paid the following provisions shall applyas severance compensation: (a) Upon For each of the occurrence three (3) years following such termination of a Triggering Event: employment, an amount (1) the Employer shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law; (2) the Employer shall pay to Executive a lump sum severance benefit in cash payable on the first payroll date following sixty (60dates specified in subsection 4.1 except as otherwise provided herein) days after the Termination Date, which will be in addition to any other compensation or remuneration to which Executive is or becomes entitled to receive from the Employer, in an amount equal to the sum of (i) the Base Salary at the rate payable at the time of such termination and (ii) the average of the annual bonus earned by the Employee in the two (2) times Executive’s Annual Bonus years immediately preceding the date of termination. Notwithstanding any provision in this paragraph (a) to the contrary, the Employee may, in the Employee's sole discretion, by delivery of a notice to the Company within thirty (30) days following a Termination Upon a Change in Control, elect to receive from the Company a lump sum severance payment by bank cashier's check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this paragraph (a). Such present value shall be determined as defined below) plus (ii) two (2) times Executive’s Base Pay of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate on 90-day United States Treasury bills, as reported in effect the Wall Street Journal, or similar publication, on the date of delivery of the Triggering Event or on election notice. If the Employee elects to receive a lump sum severance payment, the Company shall make such payment to the Employee within ten (10) days following the date on which the Change Employee notifies the Company of Control occurs, whichever is higher;the Employee's election. (3b) In the Employer shall pay or reimburse event that the cost of health, disability and accidental deathEmployee is not otherwise entitled to fully exercise all awards granted to the Employee under the Company's Incentive Stock Plan, and dismemberment insurance in an amount the Incentive Stock Plan does not less than that provided at otherwise provide for acceleration of exerciseability of options upon the time occurrence of the Triggering Event or, if greater, on the date on which the Change in Control occurreddescribed herein, until the earlier of (x) in the event that Executive such awards shall become employed by another employer after immediately exercisable upon a Triggering EventChange in Control. (c) The Employee shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Company in which the Employee is a participant to the full extent of the Employee's rights under such plans, including any perquisites provided under this Agreement, through the remainder of the Employment Term; provided, however, that the benefits under any such plans of the Company in which the Employee is a participant, including any such perquisites, shall cease upon the Employee's obtaining other employment. If necessary to provide such benefits to the Employee, the date on which Executive shall be eligible Company shall, at its election, either: (i) amend its employee benefit plans to receive benefits from such employer which are substantially equivalent to or greater than provide the benefits Executive described in this paragraph (c), to the extent that such is permissible under the nondiscrimination requirements and Executive’s family received from Company or (y) the second anniversary other provisions of the date Internal Revenue Code of 1986 (the Triggering Event. Any reimbursement under this Section 4.3.4(a)(3"Code") that is taxable to Executive or any of his Family Members shall be made (subject to and the provisions of such health care plans the Employee Retirement Income Security Act of 1974, or (ii) provide separate benefit arrangements or cash payments so that may require earlier payment) by December 31 the Employee receives amounts equivalent thereto, net of the calendar year following the calendar year in which Executive or such Family Member incurred the expense; and (4) the Employer shall provide Executive, at Employer’s expense, with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year following the date of the Triggering Eventtax consequences.

Termination Upon Change in Control. In the event that Executive’s employment is terminated following a Change in Control, the following provisions shall apply: (a) Upon the occurrence of a Triggering Event: (1) the Employer shall pay all Accrued Obligations to Executive in a lump sum in cash within twenty (20) days after the Termination Date or on such earlier date required by law; (2) the Employer shall pay to Executive a lump sum severance benefit in cash on the first payroll date following sixty (60) days after the Termination Date, which will be in addition to any other compensation or remuneration to which Executive is or becomes entitled to receive from the Employer, in an amount equal to the sum of (i) two (2) times Executive’s Annual Bonus (as defined below) plus (ii) two (2) times Executive’s Base Pay annual salary as in effect on the date of the Triggering Event or on the date on which the Change of in Control occurs, whichever is higher; (3) the Employer shall pay or reimburse the cost of health, disability and accidental death, and dismemberment insurance in an amount not less than that provided at the time of the Triggering Event or, if greater, on the date on which the Change in Control occurred, until the earlier of (x) in the event that Executive shall become employed by another employer after a Triggering Event, the date on which Executive shall be eligible to receive benefits from such employer which are substantially equivalent to or greater than the benefits Executive and Executive’s family received from Company or (y) the second anniversary of the date of the Triggering Event. Any reimbursement under this Section 4.3.4(a)(34.3.3(a)(4) that is taxable to Executive or any of his Family Members shall be made (subject to the provisions of such health care plans that may require earlier payment) by December 31 of the calendar year following the calendar year in which Executive or such Family Member incurred the expense; and (4) the Employer shall provide Executive, at Employer’s expense, with outplacement services and support, the scope and provider of which will be selected by Executive, for a period of one (1) year following the date of the Triggering Event.