Common use of Termination Upon Change in Control Clause in Contracts

Termination Upon Change in Control. Anything hereinabove to the contrary notwithstanding, if the Executive is not fully vested in the amount set forth in Schedule A, year seven (7), he will become fully vested in said amount in the event of a change in control as defined in Paragraph 1.2 of this Agreement, and shall be entitled to the full amount set forth in Schedule A, year seven (7), upon the terms and conditions hereof, if termination of employment thereafter occurs for any reason other than as set forth in Paragraph 5.1(c), under this Paragraph 5.1(e) as a result of such change in control. The amount payable pursuant to this provision shall be reduced by the amount paid to Executive under provisions of his Employment Agreement covering loss of employment as a result of a change in Bank ownership. The full amount specified in Schedule A is referred to in this subparagraph 5.1(e) as the "Severance Payment." In the event that any payment or benefit received or to be received by the Executive in connection with the change in control of the Employer or the termination of the Executive's employment whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Employer, (together with the Severance Payment the "Total Payments") will not be deductible (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1954, as amended (the "Code"), the Severance Payment shall be reduced until no portion of the Total Payments is nondeductible as a result of Section 280G of the Code, or the Severance Payment is reduced to zero (0). For purposes of this limitation: (1) No portion of the Total Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, shall be taken into account; (2) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (3) The Severance Payment shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clause (1) or clause (2) in their entirety) constitute reasonable compensation for services actually rendered within. the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (2); and (4) The value of any non-cash benefit or any deferred payment or benefit included in the total payment shall be determined by the Employer's Independent auditors in accordance with the principles of Section 280G of the Code.

Termination Upon Change in Control. Anything hereinabove In the event the Employee's ---------------------------------- employment is terminated in a Termination Upon a Change in Control, the Employee shall be paid the following as severance compensation: (a) For one (1) year following such termination of employment, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal to the contrary notwithstandingBase Salary at the rate payable at the time of such termination. Notwithstanding any provision in this paragraph (a) to the contrary, if the Executive is not fully vested Employee may, in the amount set forth in Schedule AEmployee's sole discretion, year seven (7), he will become fully vested in said amount in the event by delivery of a change notice to the Company within thirty (30) days following a Termination Upon a Change in control 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 in Paragraph 1.2 of this Agreement, the date of delivery of the notice of election by the Employee and shall be entitled based on a discount rate equal to LIBOR plus 2.25%, as reported in the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, the Company shall make such payment to the full amount set forth in Schedule A, year seven Employee within thirty (7), upon 30) days following the terms and conditions hereof, if termination date on which the Employee notifies the Company of employment thereafter occurs for any reason other than as set forth in Paragraph 5.1(c), under this Paragraph 5.1(ethe Employee's election. (b) as a result of such change in control. The amount payable pursuant to this provision shall be reduced by the amount paid to Executive under provisions of his Employment Agreement covering loss of employment as a result of a change in Bank ownership. The full amount specified in Schedule A is referred to in this subparagraph 5.1(e) as the "Severance Payment." In the event that any payment or benefit received or the Employee is not otherwise entitled to be received by fully exercise all awards granted to him under the Executive in connection with Company's Incentive Stock Plan, and the change in control Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of the Employer or Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) All restricted stock granted to the termination Employee will, subject to applicable federal and state securities laws, vest and become transferable. (d) The Employee shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Executive's employment whether payable pursuant Company in which the Employee is a participant to the terms full extent of the Employee's rights under such plans, including any perquisites provided under this Agreement or 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 planemployment. If necessary to provide such benefits to the Employee, arrangement or agreement with the EmployerCompany shall, at its election, either: (together with i) amend its employee benefit plans to provide the Severance Payment benefits described in this paragraph (c), to the "Total Payments") will not be deductible (in whole or in part) as a result of Section 280G extent that such is permissible under the nondiscrimination requirements and other provisions of the Internal Revenue Code of 1954, as amended 1986 (the "Code"), ) and the Severance Payment shall be reduced until no portion provisions of the Total Payments is nondeductible as a result Employee Retirement Income Security Act of Section 280G of the Code1974, or the Severance Payment is reduced to zero (0). For purposes of this limitation: (1ii) No portion of the Total Payments, the receipt provide separate benefit arrangements or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, shall be taken into account; (2) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (3) The Severance Payment shall be reduced only to the extent necessary cash payments so that the Total Payments (other than those referred to in clause (1) or clause (2) in their entirety) constitute reasonable compensation for services actually rendered within. the meaning of Section 280G of the CodeEmployee receives amounts equivalent thereto, in the opinion net of tax counsel referred to in clause (2); and (4) The value of any non-cash benefit or any deferred payment or benefit included in the total payment shall be determined by the Employer's Independent auditors in accordance with the principles of Section 280G of the Codeconsequences.

Termination Upon Change in Control. Anything hereinabove In the event Executive's employment is terminated in a Termination Upon a Change in Control, Executive shall be paid the following as severance compensation: (a) For two (2) years following such termination of employment, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal to the contrary notwithstandingBase Salary at the rate payable at the time of such termination plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such termination of employment occurs (determined as though all requisite targets were fully and completely achieved). Notwithstanding any provision in this paragraph (a) to the contrary, if the Executive is not fully vested may, in the amount set forth in Schedule AExecutive's sole discretion, year seven (7), he will become fully vested in said amount in the event by delivery of a change notice to the Company within 30 days following a Termination Upon a Change in control 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 Executive pursuant to this paragraph (a). Such present value shall be determined as defined in Paragraph 1.2 of this Agreement, the date of delivery of the notice of election by Executive and shall be entitled based on a discount rate equal to the full amount set forth prime rate, as reported in Schedule Athe Wall Street Journal, year seven (7)or similar publication, upon on the terms and conditions hereofdate of delivery of the election notice. If Executive elects to receive a lump sum severance payment, if termination of employment thereafter occurs for any reason other than as set forth in Paragraph 5.1(c), under this Paragraph 5.1(e) as a result of the Company shall make such change in control. The amount payable pursuant to this provision shall be reduced by the amount paid payment to Executive under provisions within 30 days following the date on which Executive notifies the Company of his Employment Agreement covering loss of employment as a result of a change in Bank ownership. The full amount specified in Schedule A is referred to in this subparagraph 5.1(eExecutive's election. (b) as the "Severance Payment." In the event that Executive is not otherwise entitled to fully exercise all awards granted to him under any payment or benefit received or to be received stock option plan maintained by the Executive in connection with Company and any such plan does not otherwise provide for acceleration of exercisability upon the change in control occurrence of the Employer or the termination Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) All restricted stock granted to Executive will vest and become transferable. (d) Executive shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Company in which Executive is a participant to the full extent of Executive's employment whether payable pursuant 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 Executive is a participant, including any such perquisites, shall cease upon Executive's obtaining other employment. If necessary to provide such benefits to Executive, the Company shall, at its election, either: (i) amend its employee benefit plans to provide the benefits described in this paragraph (c), to the terms of this Agreement or any extent that such is permissible under the nondiscrimination requirements and other plan, arrangement or agreement with the Employer, (together with the Severance Payment the "Total Payments") will not be deductible (in whole or in part) as a result of Section 280G provisions of the Internal Revenue Code of 1954, as amended 1986 (the "Code"), ) and the Severance Payment shall be reduced until no portion provisions of the Total Payments is nondeductible as a result Executive Retirement Income Security Act of Section 280G of the Code1974, or the Severance Payment is reduced to zero (0). For purposes of this limitation: (1ii) No portion of the Total Payments, the receipt provide separate benefit arrangements or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, shall be taken into account; (2) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (3) The Severance Payment shall be reduced only to the extent necessary cash payments so that the Total Payments (other than those referred to in clause (1) or clause (2) in their entirety) constitute reasonable compensation for services actually rendered within. the meaning of Section 280G of the CodeExecutive receives amounts equivalent thereto, in the opinion net of tax counsel referred to in clause (2); and (4) The value of any non-cash benefit or any deferred payment or benefit included in the total payment shall be determined by the Employer's Independent auditors in accordance with the principles of Section 280G of the Codeconsequences.

Termination Upon Change in Control. Anything hereinabove In the event the Employee's ---------------------------------- employment is terminated in a Termination Upon a Change in Control, the Employee shall be paid the following as severance compensation: (a) For each of the three (3) years following such termination of employment, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal to the contrary notwithstanding, if sum of (i) the Executive is not fully vested 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) years immediately preceding the date of termination. If, however, the Employee obtains other employment during such period, the amount set forth in Schedule A, year seven (7), he will become fully vested in said amount in the event of a change in control as defined in Paragraph 1.2 of this Agreement, and shall be entitled to the full amount set forth in Schedule A, year seven (7), upon the terms and conditions hereof, if termination of employment thereafter occurs for any reason other than as set forth in Paragraph 5.1(c), payable under this Paragraph 5.1(eparagraph (a) as a result of such change in control. The amount payable pursuant to this provision shall be reduced by the amount of compensation that the Employee is receiving from such other employment; provided, however, 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 Executive under provisions the Employee pursuant to this paragraph (a). Such present value shall be determined as of his Employment Agreement covering loss the date of employment 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 the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If the Employee elects to receive a result lump sum severance payment, the Company shall make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Company of a change in Bank ownership. The full amount specified in Schedule A is referred to in this subparagraph 5.1(ethe Employee's election. (b) as the "Severance Payment." In the event that any payment or benefit received or the Employee is not otherwise entitled to be received by fully exercise all awards granted to the Executive in connection with Employee under the change in control Company's Incentive Stock Plan, and the Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of the Employer or the termination Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) The Employee shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Executive's employment whether payable pursuant Company in which the Employee is a participant to the terms full extent of the Employee's rights under such plans, including any perquisites provided under this Agreement or 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 planemployment. If necessary to provide such benefits to the Employee, arrangement or agreement with the EmployerCompany shall, at its election, either: (together with i) amend its employee benefit plans to provide the Severance Payment benefits described in this paragraph (c), to the "Total Payments") will not be deductible (in whole or in part) as a result of Section 280G extent that such is permissible under the nondiscrimination requirements and other provisions of the Internal Revenue Code of 1954, as amended 1986 (the "Code"), ) and the Severance Payment shall be reduced until no portion provisions of the Total Payments is nondeductible as a result Employee Retirement Income Security Act of Section 280G of the Code1974, or the Severance Payment is reduced to zero (0). For purposes of this limitation: (1ii) No portion of the Total Payments, the receipt provide separate benefit arrangements or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, shall be taken into account; (2) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (3) The Severance Payment shall be reduced only to the extent necessary cash payments so that the Total Payments (other than those referred to in clause (1) or clause (2) in their entirety) constitute reasonable compensation for services actually rendered within. the meaning of Section 280G of the CodeEmployee receives amounts equivalent thereto, in the opinion net of tax counsel referred to in clause (2); and (4) The value of any non-cash benefit or any deferred payment or benefit included in the total payment shall be determined by the Employer's Independent auditors in accordance with the principles of Section 280G of the Codeconsequences.

Termination Upon Change in Control. Anything hereinabove to the contrary notwithstanding, if the Executive is not fully vested in the amount set forth in Schedule A, year seven ten (710), he will become fully vested in said amount in the event of a change in control as defined in Paragraph 1.2 of this Agreement, and shall be entitled to the full amount set forth in Schedule A, year seven ten (710), upon the terms and conditions hereof, if termination of employment thereafter occurs for any reason other than as set forth in Paragraph 5.1(c), under this Paragraph 5.1(e) as a result of such change in control. The amount payable pursuant to this provision shall be reduced by the amount paid to Executive under provisions of his Employment Agreement covering loss of employment as a result of a change in Bank ownership. The full amount specified in Schedule A is referred to in this subparagraph 5.1(e) as the "Severance Payment." In the event that any payment or benefit received or to be received by the Executive in connection with the change in control of the Employer or the termination of the Executive's employment whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Employer, (together with the Severance Payment the "Total Payments") will not be deductible (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1954, as amended (the "Code"), the Severance Payment shall be reduced until no portion of the Total Payments is nondeductible as a result of Section 280G of the Code, or the Severance Payment is reduced to zero (0). For purposes of this limitation: (1) No portion of the Total Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, shall be taken into account; (2) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (3) The Severance Payment shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clause (1) or clause (2) in their entirety) constitute reasonable compensation for services actually rendered within. the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (2); and (4) The value of any non-cash benefit or any deferred payment or benefit included in the total payment shall be determined by the Employer's Independent auditors in accordance with the principles of Section 280G of the Code.

Termination Upon Change in Control. Anything hereinabove In the event Executive’s employment is terminated in a Termination Upon a Change in Control, Executive shall be paid the following as severance compensation: (a) For two (2) years following such termination of employment, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal to the contrary notwithstandingBase Salary at the rate payable at the time of such termination plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such termination of employment occurs (determined as though all requisite targets were fully and completely achieved). Notwithstanding any provision in this paragraph (a) to the contrary, if the Executive is not fully vested may, in the amount set forth in Schedule AExecutive’s sole discretion, year seven (7), he will become fully vested in said amount in the event by delivery of a change notice to the Company within 30 days following a Termination Upon a Change in control 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 Executive pursuant to this paragraph (a). Such present value shall be determined as defined in Paragraph 1.2 of this Agreement, the date of delivery of the notice of election by Executive and shall be entitled based on a discount rate equal to the full amount set forth prime rate, as reported in Schedule AThe Wall Street Journal, year seven (7)or similar publication, upon on the terms and conditions hereofdate of delivery of the election notice. If Executive elects to receive a lump sum severance payment, if termination of employment thereafter occurs for any reason other than as set forth in Paragraph 5.1(c), under this Paragraph 5.1(e) as a result of the Company shall make such change in control. The amount payable pursuant to this provision shall be reduced by the amount paid payment to Executive under provisions within 30 days following the date on which Executive notifies the Company of his Employment Agreement covering loss of employment as a result of a change in Bank ownership. The full amount specified in Schedule A is referred to in this subparagraph 5.1(eExecutive’s election. (b) as the "Severance Payment." In the event that Executive is not otherwise entitled to fully exercise all awards granted to him under any payment or benefit received or to be received stock option plan maintained by the Executive in connection with Company and any such plan does not otherwise provide for acceleration of exerciseability upon the change in control occurrence of the Employer or the termination Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) All restricted stock granted to Executive will vest and become transferable. (d) Executive shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Executive's employment whether payable pursuant Company in which Executive is a participant to the terms full extent of Executive’s rights under such plans, including any perquisites provided under this Agreement or Agreement, through the remainder of the Employment Term; provided, however, that the benefits under any such plans of the Company in which Executive is a participant, including any such perquisites, shall cease upon Executive’s obtaining other planemployment. If necessary to provide such benefits to Executive, arrangement or agreement with the EmployerCompany shall, at its election, either: (together with i) amend its employee benefit plans to provide the Severance Payment benefits described in this paragraph (c), to the "Total Payments") will not be deductible (in whole or in part) as a result of Section 280G extent that such is permissible under the nondiscrimination requirements and other provisions of the Internal Revenue Code of 1954, as amended 1986 (the "“Code"), ”) and the Severance Payment shall be reduced until no portion provisions of the Total Payments is nondeductible as a result Executive Retirement Income Security Act of Section 280G of the Code1974, or the Severance Payment is reduced to zero (0). For purposes of this limitation: (1ii) No portion of the Total Payments, the receipt provide separate benefit arrangements or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, shall be taken into account; (2) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (3) The Severance Payment shall be reduced only to the extent necessary cash payments so that the Total Payments (other than those referred to in clause (1) or clause (2) in their entirety) constitute reasonable compensation for services actually rendered within. the meaning of Section 280G of the CodeExecutive receives amounts equivalent thereto, in the opinion net of tax counsel referred to in clause (2); and (4) The value of any non-cash benefit or any deferred payment or benefit included in the total payment shall be determined by the Employer's Independent auditors in accordance with the principles of Section 280G of the Codeconsequences.

Termination Upon Change in Control. Anything hereinabove to the contrary notwithstanding, if the Executive is not fully vested in the amount set forth in Schedule A, year seven (7), he will become fully vested in said amount in In the event the Executive’s employment hereunder is terminated by the Company’s Board of Directors either six (6) months prior to or six (6) months subsequent to a change Change in control as defined in Paragraph 1.2 of this AgreementControl, and shall be entitled to the full amount set forth in Schedule A, year seven (7), upon the terms and conditions hereof, if termination of employment thereafter occurs for any reason other than for “cause” (as set forth in Paragraph 5.1(cdefined above), under this Paragraph 5.1(e) as a result 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 change termination either six (6) months prior to or six (6) months subsequent to a Change in controlControl, the Company shall have the following duties: 1. The Company shall pay to Executive a severance payment in an amount payable pursuant equal to this provision the Salary left to be paid during the remainder of the Term of the Agreement as if no termination of the Executive’s employment had occurred (the “Change in Control Severance Payment”). The Change In Control Severance Payment shall be reduced by paid in approximately equal bi-weekly installments, or at such other intervals as may be established for the amount paid to Executive under provisions Company’s customary pay schedule, at the annual rate of his Employment Agreement covering loss Executive’s Salary on the date of employment as a result of a change in Bank ownershiptermination. The full amount specified in Schedule A is referred to in this subparagraph 5.1(e) as the "Severance Payment." In the event that any payment or benefit received or to be received by the Executive a Change in connection with the change in control of the Employer or 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 of the Change in Control; 2. The Company shall pay to Executive all deferred compensation, if any, owed to Executive's employment whether payable pursuant to the terms of this Agreement or , under any other planagreement in a single lump sum payment immediately following termination. However, arrangement any amounts owed under a 401(k) or agreement with the Employer, (together with the Severance Payment the "Total Payments") will not be deductible (in whole or in part) as a result of Section 280G of other plan qualified under the Internal Revenue Code of 1954, as amended (the "Code"), the Severance Payment shall be reduced until no portion of the Total Payments is nondeductible as a result of Section 280G of the Code, or the Severance Payment is reduced to zero (0). For purposes of this limitation: (1) No portion of the Total Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, shall be taken into account; (2) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (3) The Severance Payment shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clause (1) or clause (2) in their entirety) constitute reasonable compensation for services actually rendered within. the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (2); and (4) The value of any non-cash benefit or any deferred payment or benefit included in the total payment shall be determined by the Employer's Independent auditors paid in accordance with the principles terms and provisions of Section 280G such plans; 3. All outstanding stock options allocated to Executive which have not been vested at the end of the Code.Term had Executive remained employed by the Company to the end of the Term, shall vest to Executive immediately, provided that if the Change in Control has occurred within six (6) months after Executive’s termination date, Executive shall be paid in a lump-sum payment the fair market value of any terminated options by the Company, assuming such options had been fully exercisable by Executive on the date of termination; and 4. Executive shall no longer be subject to the covenants and agreements not to compete under Section VI of this Agreement following the date of termination under this Section V.F.

Termination Upon Change in Control. Anything hereinabove to the contrary notwithstanding, if the Executive is not fully vested in the amount set forth in Schedule A, year seven (7), he will become fully vested in said amount in a) In the event of a change the Employee's Termination Upon Change in control as defined in Paragraph 1.2 of this AgreementControl, and Employee shall be entitled to the full amount set forth in Schedule A, year seven following separation benefits: (7), upon the terms and conditions hereof, if termination of employment thereafter occurs for any reason i) those benefits earned under Section 2 (other than any unpaid incentive bonus) through the date of Employee's termination; (ii) Employee's employment as set forth in Paragraph 5.1(c)an officer of the Company shall terminate immediately; however, under this Paragraph 5.1(e) as a result of such change in control. The amount payable pursuant to this provision the Company shall be reduced by the amount paid to Executive under provisions of his Employment Agreement covering loss of continue Employee's employment as a result non-officer employee of the Company for a change in Bank ownership. The full amount specified in Schedule A is referred to in this subparagraph 5.1(eperiod of one (1) as year following the date of the Employee's termination (the "Severance Payment." In Period"). During such period, Employee shall be entitled to the event that any payment greater of (1) Employee's then current salary at the time of the Change in Control, or benefit received or to be received (2) Employee's salary and bonus over the preceding twelve (12) months, in either case less applicable withholding, payable in accordance with the Company's normal payroll practices; (iii) within ten (10) days of submission of proper expense reports by the Executive Employee, the Company shall reimburse the Employee for all expenses reasonably and necessarily incurred by the Employee in connection with the change in control business of the Employer or the Company prior to his termination of employment; (iv) continued provision of the ExecutiveCompany's employment whether payable pursuant standard employee medical insurance coverages through the end of the Severance Period; thereafter, Employee shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA); provided, however, that in the event Employee becomes covered under another employer's group health plan during the period provided for herein, the Company shall cease provision of continued group health insurance for Employee; and (v) notwithstanding any provisions to the terms of this Agreement or contrary contained in any other planstock option agreement between the Company and the Employee, arrangement or agreement with the Employer, (together with the Severance Payment the "Total Payments") will not be deductible (upon a Termination Upon Change in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1954, as amended (the "Code"), the Severance Payment shall be reduced until no portion of the Total Payments is nondeductible as a result of Section 280G of the Code, or the Severance Payment is reduced to zero (0). For purposes of this limitation:Control, (1) No portion 50% of all unvested stock options granted by the Total Payments, Company to the receipt or enjoyment of which the Executive shall have effectively waived in writing Employee prior to the date Change in Control, which are not accelerated pursuant to the provisions of payment Section 5, shall become immediately exercisable and vested in full as of the Severance Paymenttime of such Termination Upon Change in Control if such date is on or before December 31, shall be taken into account1999; (2) No portion 100% of all unvested stock options granted by the Company to the Employee prior to the Change in Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full as of the Total Payments shall be taken into accounttime of such Termination Upon Change in Control if such date is after December 31, which in the opinion of the tax counsel selected by the Employer's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code1999; (3) The Severance Payment all such stock options shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clause remain exercisable for a period of at least one (1) year, subject to any longer periods for exercise of such options set forth in the particular option agreements. This Subsection 4(a)(v) shall apply to all such stock option agreements, whether heretofore or clause hereafter entered into between the Company and the Employee. (2b) The Employee's entitlement to any benefits under Section 4 is conditioned upon the Employee's execution and delivery to the Company of (i) a general release of claims in a form satisfactory to the Company and (ii) a resignation from all of Employee's positions with the Company (with the exception of any continued employment for the purposes set forth in Section 4(a)) in their entirety) constitute reasonable compensation for services actually rendered within. a form satisfactory to the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (2); andCompany. (4c) The value of In the event that Employee accepts employment with, or provides any non-cash benefit services to (whether as a partner, consultant, joint venturer or otherwise), any deferred payment person or benefit included in entity which offers products or services that are competitive with any products or services offered by the total payment Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be determined by the Employer's Independent auditors in accordance deemed to have resigned from his employment with the principles Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 280G 4. (d) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the Company of such acceptance and provide to the CodeCompany information with respect to such person or entity as the Company may reasonably request in order to determine if that person's or entity's products or services are competitive with the Company's.

Termination Upon Change in Control. Anything hereinabove to the contrary notwithstanding, if the Executive is not fully vested in the amount set forth in Schedule A, year seven (7), he will become fully vested in said amount in a) In the event of a change the Employee's Termination Upon Change in control as defined in Paragraph 1.2 of this AgreementControl, and Employee shall be entitled to the following separation benefits: (i) those benefits earned under Section 2 (other than any unpaid incentive bonus) through the date of Employee's termination; (ii) Employee's employment as an officer of the Company shall terminate immediately; however, the Company shall continue Employee's employment as a non-officer employee of the Company for a period of two (2) years following the date of the Employee's termination (the "Severance Period"). During such period, Employee shall be entitled to Employee's then current salary plus an amount equal to the entire target bonus and/or target commission (whether or not earned) pursuant to target bonus or commission plans in effect for the Employee at the time of the Change in Control, less applicable withholding, payable in accordance with the Company's normal payroll practices; (iii) within ten (10) days of submission of proper expense reports by the Employee, the Company shall reimburse the Employee for all expenses reasonably and necessarily incurred by the Employee in connection with the business of the Company prior to her termination of employment; (iv) continued provision of the Company's standard employee medical insurance coverages through the end of the Severance Period; thereafter, Employee shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA); provided, however, that in the event Employee becomes covered under another employer's group health plan during the period provided for herein, the Company shall cease provision of continued group health insurance for Employee; and (v) notwithstanding any provisions to the contrary contained in any stock option agreement between the Company and the Employee, upon a Termination Upon Change in Control, (1) all stock options granted by the Company to the Employee prior to the Change in Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full amount as of the time of such Termination Upon Change in Control; and (2) all such stock options shall remain exercisable for a period of at least one (1) year, subject to any longer periods for exercise of such options set forth in Schedule Athe particular option agreements. This Subsection 4(a)(v) shall apply to all such stock option agreements, year seven whether heretofore or hereafter entered into between the Company and the Employee. (7), b) The Employee's entitlement to any benefits under Section 4 is conditioned upon the terms Employee's execution and conditions hereof, if termination delivery to the Company of (i) a general release of claims in a form satisfactory to the Company and (ii) a resignation from all of Employee's positions with the Company (with the exception of any continued employment thereafter occurs for any reason other than as the purposes set forth in Paragraph 5.1(cSection 4(a)), under this Paragraph 5.1(eincluding from the Board of Directors and any committees thereof on which the Employee serves, in a form satisfactory to the Company. (c) as a result of such change in control. The amount payable pursuant to this provision shall be reduced by the amount paid to Executive under provisions of his Employment Agreement covering loss of employment as a result of a change in Bank ownership. The full amount specified in Schedule A is referred to in this subparagraph 5.1(e) as the "Severance Payment." In the event that Employee accepts employment with, or provides any payment services to (whether as a partner, consultant, joint venturer or benefit received otherwise), any person or to be received entity which offers products or services that are competitive with any products or services offered by the Executive in connection Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from her employment with the change in control Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 4. (d) In the Employer event that Employee accepts employment with, or the termination of the Executive's employment provides any services to (whether payable as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the terms Company of this Agreement such acceptance and provide to the Company information with respect to such person or any other plan, arrangement entity as the Company may reasonably request in order to determine if that person's or agreement entity's products or services are competitive with the Employer, (together with the Severance Payment the "Total Payments") will not be deductible (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1954, as amended (the "Code"), the Severance Payment shall be reduced until no portion of the Total Payments is nondeductible as a result of Section 280G of the Code, or the Severance Payment is reduced to zero (0). For purposes of this limitation: (1) No portion of the Total Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, shall be taken into account; (2) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (3) The Severance Payment shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clause (1) or clause (2) in their entirety) constitute reasonable compensation for services actually rendered within. the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (2); and (4) The value of any non-cash benefit or any deferred payment or benefit included in the total payment shall be determined by the Employer's Independent auditors in accordance with the principles of Section 280G of the CodeCompany's.

Termination Upon Change in Control. (a) Upon the discharge of Executive by Employer without Cause within the twelve (12) 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 (except for such provisions of this Agreement that expressly survive termination hereof) and Executive shall be entitled to receive the Accrued Amounts. In addition, conditioned upon Executive’s execution of a release, in a form provided by Employer, within forty-five (45) days following such Termination of Employment, Executive shall be entitled to receive: (i) any unvested portion of the Equity Grant; and (ii) if, and only if, such Change of Control is on or after the first anniversary of the Effective Date, a cash amount equal to two (2) times the sum of (A) the annual base salary rate of Executive immediately prior to the effective date of such Termination of Employment, and (B) an amount equal to the Incentive Bonus paid to Executive in respect of the calendar year immediately preceding the year of the Termination of Employment, payable in a lump-sum payment within sixty (60) days of the effective date of such Termination of Employment (or, if later, the effective date of the Change in Control). (b) Anything hereinabove in this Section 6 to the contrary notwithstanding, if the Executive is not fully vested in the amount set forth in Schedule A, year seven (7), he will become fully vested in said amount in the event of a change in control as defined in Paragraph 1.2 of this Agreement, and it shall be entitled to the full amount set forth in Schedule A, year seven (7), upon the terms and conditions hereof, if termination of employment thereafter occurs for any reason other than as set forth in Paragraph 5.1(c), under this Paragraph 5.1(e) as a result of such change in control. The amount payable pursuant to this provision shall be reduced by the amount paid to Executive under provisions of his Employment Agreement covering loss of employment as a result of a change in Bank ownership. The full amount specified in Schedule A is referred to in this subparagraph 5.1(e) as the "Severance Payment." In the event determined that any payment or distribution made, or benefit received provided, by Employer to or for the benefit of Executive pursuant to be received by the Executive in connection with the change in control this Agreement or any plan, program, or arrangement of the Employer (whether paid or the termination of the Executive's employment whether payable or distributed or distributable or provided pursuant to the terms of this Agreement hereof or any other plan, arrangement or agreement with the Employer, (together with the Severance Payment the "Total Payments"otherwise) will not be deductible (would constitute a “parachute payment” as defined in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1954, as amended (the "Code"), the Severance Payment shall be reduced until no portion of the Total Payments is nondeductible as a result of Section 280G of the Code, then the benefits payable to Executive under this Agreement or the Severance Payment is reduced to zero (0). For purposes of this limitation: (1) No portion of the Total Paymentssuch plan, the receipt program, or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, arrangement shall be taken into account; (2) No portion reduced so that the aggregate present value of the Total Payments shall be taken into account, which all payments in the opinion nature of compensation to (or for the tax counsel selected by the Employer's independent auditors and acceptable to the Executive, does not constitute benefit of) Executive that are contingent on a "parachute payment" within the meaning change of control (as defined in Section 280G 280G(b)(2)(A) of the Code;) is One Dollar ($1.00) less than the amount that 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. (3c) The Severance Payment Notwithstanding anything to the contrary contained herein, any amounts payable to Executive pursuant to Section 6(a) shall be reduced only by any amounts previously received by Executive pursuant to the extent necessary so that the Total Payments (other than those referred to in clause (1) or clause (2) in their entirety) constitute reasonable compensation for services actually rendered within. the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (2); and (4) The value of any non-cash benefit or any deferred payment or benefit included in the total payment shall be determined by the Employer's Independent auditors in accordance with the principles of Section 280G of the Code5 above.

Termination Upon Change in Control. Anything hereinabove to the contrary notwithstandingNotwithstanding any other provision contained herein, if the 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 Executive is not fully vested in the amount set forth in Schedule A, year seven (7), he will become fully vested in said amount in the event of a change in control as defined in Paragraph 1.2 of this Agreement, and shall be entitled to receive: (a) the full amount set forth in Schedule AAccrued Amounts; (b) and subject to the Executive’s compliance with Sections 6 through 11 of this Agreement and execution of a Release which becomes effective by the end of the Release Execution Period, year seven (7), upon the terms and conditions hereof, if termination of employment thereafter occurs for any reason other than as set forth in Paragraph 5.1(c), under this Paragraph 5.1(e) as a result of such change in control. The amount payable pursuant to this provision Executive shall be reduced by entitled to receive a lump sum payment equal to one time the amount sum of the Executive’s annual Base Salary, which shall be paid to within 30 days following the Release Execution Period; (c) the target Annual Bonus amount; (d) If the Executive timely and properly elects health continuation coverage under provisions of his Employment Agreement covering loss of employment as a result of a change in Bank ownership. The full amount specified in Schedule A is referred to in this subparagraph 5.1(e) as COBRA, the "Severance Payment." In Corporation shall reimburse the event that any payment or benefit received or to be received Executive for the monthly COBRA premium paid by the Executive in connection with for Executive and his dependents. Such reimbursement shall be paid to the change in control Executive on the 10th day of the Employer or month immediately following the termination of the Executive's employment whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Employer, (together with the Severance Payment the "Total Payments") will not be deductible (month in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1954, as amended (the "Code"), the Severance Payment shall be reduced until no portion of the Total Payments is nondeductible as a result of Section 280G of the Code, or the Severance Payment is reduced to zero (0). For purposes of this limitation: (1) No portion of the Total Payments, the receipt or enjoyment of which the Executive timely remits the premium payment. The Executive shall have effectively waived in writing prior be eligible to receive such reimbursement until the earliest of: (i) the twelve-month anniversary of the termination; (ii) the date the Executive 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. Notwithstanding the foregoing, if the Corporation’s making payments under this Section 5.5(d) would violate the nondiscrimination rules applicable to non-grandfathered plans under the ACA, or result in the imposition of payment of penalties under the Severance PaymentACA, shall be taken into accountthe parties agree to reform this Section 5.5(d) in a manner as is necessary to comply with the ACA; (2e) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer's independent auditors and acceptable all outstanding time-based equity-based compensation awards granted to the Executive, does not constitute a "parachute payment" within Executive during the meaning Term of Section 280G of the Code; (3) The Severance Payment Employment shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clause (1) or clause (2) in their entirety) constitute reasonable compensation for services actually rendered within. the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (2)become fully vested; and (4f) The value all outstanding performance-based equity compensation awards granted to the Executive during the Term of any non-cash benefit Employment shall remain outstanding and shall vest or any deferred payment or benefit included in the total payment shall be determined by the Employer's Independent auditors forfeited in accordance with the principles of Section 280G terms of the Codeapplicable 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. Anything hereinabove In the event Executive's employment is terminated in a Termination Upon a Change in Control, Executive shall be paid the following as severance compensation: (a) For two (2) years following such termination of employment, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal to the contrary notwithstandingBase Salary at the rate payable at the time of such termination plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such termination of employment occurs (determined as though all requisite targets were fully and completely achieved). Notwithstanding any provision in this paragraph (a) to the contrary, if the Executive is not fully vested may, in the amount set forth in Schedule AExecutive's sole discretion, year seven (7), he will become fully vested in said amount in the event by delivery of a change notice to the Company within 30 days following a Termination Upon a Change in control 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 Executive pursuant to this paragraph (a). Such present value shall be determined as defined in Paragraph 1.2 of this Agreement, the date of delivery of the notice of election by Executive and shall be entitled based on a discount rate equal to the full amount set forth prime rate, as reported in Schedule Athe Wall Street Journal, year seven (7)or similar publication, upon on the terms and conditions hereofdate of delivery of the election notice. If Executive elects to receive a lump sum severance payment, if termination of employment thereafter occurs for any reason other than as set forth in Paragraph 5.1(c), under this Paragraph 5.1(e) as a result of the Company shall make such change in control. The amount payable pursuant to this provision shall be reduced by the amount paid payment to Executive under provisions within 30 days following the date on which Executive notifies the Company of his Employment Agreement covering loss of employment as a result of a change in Bank ownership. The full amount specified in Schedule A is referred to in this subparagraph 5.1(eExecutive's election. (b) as the "Severance Payment." In the event that Executive is not otherwise entitled to fully exercise all awards granted to him under any payment or benefit received or to be received stock option plan maintained by the Executive in connection with Company and any such plan does not otherwise provide for acceleration of exerciseability upon the change in control occurrence of the Employer or the termination Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) All restricted stock granted to Executive will vest and become transferable. (d) Executive shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Company in which Executive is a participant to the full extent of Executive's employment whether payable pursuant rights under such plans, including any perquisites provided under this Agreement, through the remainder of the then current Employment Term; provided, however, that the benefits under any such plans of the Company in which Executive is a participant, including any such perquisites, shall cease upon Executive's obtaining other employment. If necessary to provide such benefits to Executive, the Company shall, at its election, either: (i) amend its employee benefit plans to provide the benefits described in this paragraph (c), to the terms of this Agreement or any extent that such is permissible under the nondiscrimination requirements and other plan, arrangement or agreement with the Employer, (together with the Severance Payment the "Total Payments") will not be deductible (in whole or in part) as a result of Section 280G provisions of the Internal Revenue Code of 1954, as amended 1986 (the "Code"), ) and the Severance Payment shall be reduced until no portion provisions of the Total Payments is nondeductible as a result Executive Retirement Income Security Act of Section 280G of the Code1974, or the Severance Payment is reduced to zero (0). For purposes of this limitation: (1ii) No portion of the Total Payments, the receipt provide separate benefit arrangements or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, shall be taken into account; (2) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (3) The Severance Payment shall be reduced only to the extent necessary cash payments so that the Total Payments (other than those referred to in clause (1) or clause (2) in their entirety) constitute reasonable compensation for services actually rendered within. the meaning of Section 280G of the CodeExecutive receives amounts equivalent thereto, in the opinion net of tax counsel referred to in clause (2); and (4) The value of any non-cash benefit or any deferred payment or benefit included in the total payment shall be determined by the Employer's Independent auditors in accordance with the principles of Section 280G of the Codeconsequences.

Termination Upon Change in Control. Anything hereinabove to the contrary notwithstanding, if the Executive is not fully vested in the amount set forth in Schedule A, year seven (7), he will become fully vested in said amount in the event of a change in control as defined in Paragraph 1.2 of this Agreement, and shall be entitled to the full amount set forth in Schedule A, year seven (7), upon the terms and conditions hereof, if termination of employment thereafter occurs for any reason other or Termination Other than as set forth in Paragraph 5.1(c), under this Paragraph 5.1(e) as a result of such change in controlFor ---------------------------------------------------------------- Cause. The amount payable pursuant to this provision shall be reduced by the amount paid to Executive under provisions of his Employment Agreement covering loss of employment as a result of a change in Bank ownership. The full amount specified in Schedule A is referred to in this subparagraph 5.1(e) as the "Severance Payment." In the event that any payment or benefit received or to be received by the Executive in connection with the change in control of the Employer or the termination of the ExecutiveEmployee's employment whether payable pursuant to is terminated in a ----- termination Upon a Change in Control or a termination Other than For Cause, the terms Employee shall be paid the following severance compensation: (a) From the date of this Agreement or any other planEmployee's termination until December 14, arrangement or agreement with the Employer, (together with the Severance Payment the "Total Payments") will not be deductible (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1954, as amended 2002 (the "CodeRemainder Period"), an amount (payable on the Severance Payment dates specified in Section 4.1 except as otherwise provided herein) equal to any amount of the Base Salary that would otherwise be payable for the Remainder Period but for Employee's termination plus one year's Base Salary at the rate payable at the time of such 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 reduced until no portion determined as of the Total Payments is nondeductible as a result of Section 280G of the Code, or the Severance Payment is reduced to zero (0). For purposes of this limitation: (1) No portion of the Total Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment delivery of the Severance Payment, notice of election by the Employee and shall be taken into account; (2) No portion based on a discount rate equal to LIBOR plus 2.25%, as reported in the Wall Street Journal, or similar publication, on the date of delivery of the Total Payments election notice. If the Employee elects to receive a lump sum severance payment, the Company shall be taken into account, make such payment to the Employee within thirty (30) days following the date on which in the opinion Employee notifies the Company of the tax counsel selected by the EmployerEmployee's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (3) The Severance Payment shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clause (1) or clause (2) in their entirety) constitute reasonable compensation for services actually rendered within. the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (2); and (4) The value of any non-cash benefit or any deferred payment or benefit included in the total payment shall be determined by the Employer's Independent auditors in accordance with the principles of Section 280G of the Codeelection.

Termination Upon Change in Control. Anything hereinabove In the event that within twelve (12) months of a Change In Control of Employer or Getty Images Executive's employment is terminated without Cause (as such term is defined in Section 9(f) hereof) prior to the contrary notwithstanding, if expiration of the Executive is not fully vested in the amount set forth in Schedule A, initial term or any succeeding one (1) year seven (7), he will become fully vested in said amount in the event of a change in control as defined in Paragraph 1.2 term of this Agreement, and Employer (or the successor thereto) shall be entitled to pay Executive 200% of Executive's annual base 4 5 salary as determined at the full amount set forth in Schedule A, year seven (7), upon the terms and conditions hereof, if time of termination of employment thereafter occurs for payable in a lump sum within thirty (30) days following the date of Executive's termination. Such payment shall be in addition to any reason and all other than as set forth in Paragraph 5.1(c), payments due Executive under this Paragraph 5.1(eAgreement. For the purposes of this Agreement, a "Change in Control" of Employer means (i) as a result the acquisition by any person of such change in control. The amount payable pursuant to this provision shall be reduced 50% or more of Employer's then outstanding capital stock; or (ii) approval by the amount paid to Executive under provisions stockholders of his Employment Agreement covering loss Employer of employment as a result of merger or consolidation effecting a change in Bank ownership. The full amount specified in Schedule A is referred to in this subparagraph 5.1(e) as the "Severance Payment." In the event that any payment ownership of 50% or benefit received or to be received by the Executive in connection with the change in control more of the voting power of the outstanding capital stock of Employer or the termination a sale of all or substantially all of the Executive's employment whether payable pursuant to assets of Employer; in each case, the terms acquiring persons in such merger, consolidation or sale shall be persons other than the stockholders of this Agreement Employer, Getty Images or any other plan, arrangement or agreement with the Employer, (together with the Severance Payment the "Total Payments") will not be deductible (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1954, as amended (the "Code"), the Severance Payment shall be reduced until no portion of the Total Payments is nondeductible as a result of Section 280G of the Code, or the Severance Payment is reduced Affiliate immediately prior to zero (0)such transaction. For the purposes of this limitation: Agreement, a "Change in Control" of Getty Images means (1i) No portion any consolidation or merger of Getty Images in which the Getty Images is not the continuing or surviving corporation or pursuant to which shares of the Total PaymentsGetty Images' common stock would be converted into cash, the receipt securities or enjoyment other property, other than a consolidation or merger of Getty Images in which the Executive shall have effectively waived in writing beneficial holders of fifty-one percent (51%) or more of the Getty Images' common stock immediately prior to the date merger have the same proportionate ownership of payment common stock of the Severance Paymentsurviving corporation directly or indirectly immediately after the merger; (ii) any sale, shall be taken into account; (2) No portion lease, exchange or transfer of all or substantially all of the Total Payments shall be taken into accountassets of Getty Images; or (iii) any Person or Persons (as hereinafter defined) other than the current stockholders of Getty Images or Persons who directly or indirectly, control, is controlled by or is under common control with or in any Shareholder (including any beneficiary of any trust which in is the opinion owner of common stock on the date hereof) become owners of fifty-one percent (51%) or more of the tax counsel selected by Getty Images' outstanding common stock. For the Employer's independent auditors purposes hereof, "Person" shall mean an individual, a partnership, a joint venture, a joint stock company, a corporation, a trust, an unincorporated organization, and acceptable to the Executivea government or governmental body, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (3) The Severance Payment shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clause (1) or clause (2) in their entirety) constitute reasonable compensation for services actually rendered within. the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (2); and (4) The value of any non-cash benefit or any deferred payment department, agency or benefit included in the total payment shall be determined by the Employer's Independent auditors in accordance with the principles of Section 280G of the Codepolitical subdivision, or other entity.

Termination Upon Change in Control. Anything hereinabove In the event Executive's employment is terminated in a Termination Upon a Change in Control, Executive shall be paid the following as severance compensation: (a) For two (2) years following such termination of employment, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal to the contrary notwithstandingBase Salary at the rate payable at the time of such termination plus (i) any accrued and unpaid Bonus due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such termination of employment occurs (determined as though all requisite targets were fully and completely achieved). Notwithstanding any provision in this paragraph (a) to the contrary, if the Executive is not fully vested may, in the amount set forth in Schedule AExecutive's sole discretion, year seven (7), he will become fully vested in said amount in the event by delivery of a change notice to the Company within 30 days following a Termination Upon a Change in control 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 Executive pursuant to this paragraph (a). Such present value shall be determined as defined in Paragraph 1.2 of this Agreement, the date of delivery of the notice of election by Executive and shall be entitled based on a discount rate equal to the full amount set forth prime rate, as reported in Schedule AThe Wall Street Journal, year seven (7)or similar publication, upon on the terms and conditions hereofdate of delivery of the election notice. If Executive elects to receive a lump sum severance payment, if termination of employment thereafter occurs for any reason other than as set forth in Paragraph 5.1(c), under this Paragraph 5.1(e) as a result of the Company shall make such change in control. The amount payable pursuant to this provision shall be reduced by the amount paid payment to Executive under provisions within 30 days following the date on which Executive notifies the Company of his Employment Agreement covering loss of employment as a result of a change in Bank ownership. The full amount specified in Schedule A is referred to in this subparagraph 5.1(eExecutive's election. (b) as the "Severance Payment." In the event that Executive is not otherwise entitled to fully exercise all awards granted to him under any payment or benefit received or to be received stock option plan maintained by the Executive in connection with Company and any such plan does not otherwise provide for acceleration of exerciseability upon the change in control occurrence of the Employer or the termination Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) All restricted stock granted to Executive will vest and become transferable. (d) Executive shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Company in which Executive is a participant to the full extent of Executive's employment whether payable pursuant 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 Executive is a participant, including any such perquisites, shall cease upon Executive's obtaining other employment. If necessary to provide such benefits to Executive, the Company shall, at its election, either: (i) amend its employee benefit plans to provide the benefits described in this paragraph (c), to the terms of this Agreement or any extent that such is permissible under the nondiscrimination requirements and other plan, arrangement or agreement with the Employer, (together with the Severance Payment the "Total Payments") will not be deductible (in whole or in part) as a result of Section 280G provisions of the Internal Revenue Code of 1954, as amended 1986 (the "Code"), ) and the Severance Payment shall be reduced until no portion provisions of the Total Payments is nondeductible as a result Executive Retirement Income Security Act of Section 280G of the Code1974, or the Severance Payment is reduced to zero (0). For purposes of this limitation: (1ii) No portion of the Total Payments, the receipt provide separate benefit arrangements or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, shall be taken into account; (2) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (3) The Severance Payment shall be reduced only to the extent necessary cash payments so that the Total Payments (other than those referred to in clause (1) or clause (2) in their entirety) constitute reasonable compensation for services actually rendered within. the meaning of Section 280G of the CodeExecutive receives amounts equivalent thereto, in the opinion net of tax counsel referred to in clause (2); and (4) The value of any non-cash benefit or any deferred payment or benefit included in the total payment shall be determined by the Employer's Independent auditors in accordance with the principles of Section 280G of the Codeconsequences.

Termination Upon Change in Control. Anything hereinabove In the event ----------------------------------- that within eighteen (18) months of a Change in Control of Wintrust (as defined below) (i) Executive's employment is terminated without Cause (as such term is defined in Section 9(h) hereof) prior to the contrary notwithstandingexpiration of the initial term or any succeeding one (1) year term of this Agreement or (ii) Executive suffers a Constructive Termination, if Wintrust (or the successor thereto) shall pay Severance Pay to Executive is not fully vested in the amount set forth described in Schedule A, year seven Section 9(d) hereof in a lump sum within thirty (7), he will become fully vested in said amount in 30) days following the event date of a change in control as defined in Paragraph 1.2 Executive's termination or Constructive Termination. For the purposes of this Agreement, and a "Change in Control" shall have the same meaning as provided in Section 12(b) of the Wintrust 1997 Stock Incentive Plan. Notwithstanding the foregoing, if the payment required to be entitled paid under this Section 9(f), when considered either alone or with other payments paid or imputed to the full amount set forth in Schedule A, year seven (7), upon the terms and conditions hereof, if termination of employment thereafter occurs for any reason other than as set forth in Paragraph 5.1(c), Executive from Wintrust or an Affiliate that would be deemed "excess parachute payments" under this Paragraph 5.1(eSection 280G(b)(1) as a result of such change in control. The amount payable pursuant to this provision shall be reduced by the amount paid to Executive under provisions of his Employment Agreement covering loss of employment as a result of a change in Bank ownership. The full amount specified in Schedule A is referred to in this subparagraph 5.1(e) as the "Severance Payment." In the event that any payment or benefit received or to be received by the Executive in connection with the change in control of the Employer or the termination of the Executive's employment whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Employer, (together with the Severance Payment the "Total Payments") will not be deductible (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 19541986, as amended (the "Code"), the Severance Payment shall is deemed by Wintrust to be reduced until no portion of the Total Payments is nondeductible as a result of Section 280G of the Code, or the Severance Payment is reduced to zero (0). For purposes of this limitation: (1) No portion of the Total Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, shall be taken into account; (2) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within under Section 280G(b)(2) of Code, then the meaning amount of Severance Pay required to be paid under this Section 280G 9(f) shall be automatically reduced to an amount equal to $1.00 less than three times the "base amount" (as defined in Section 280G(3) of the Code; ) (3the "Reduced Amount"). Provided, however, the preceding sentence -------- ------- shall not apply if the sum of (a) The the amount of Severance Payment shall be reduced only Pay described in this Section 9(f) less (b) the amount of excise tax payable by the Executive under Section 4999 of the Code with respect to the extent necessary so amount of such Severance Pay and any other payments paid or imputed to the Executive from Wintrust or an Affiliate that the Total Payments (other than those referred would be deemed to in clause (1be "excess parachute payments" under Section 280G(b)(1) or clause (2) in their entirety) constitute reasonable compensation for services actually rendered within. the meaning of Section 280G of the Code, in is greater than the opinion Reduced Amount. The decision of Wintrust (based upon the recommendations of its tax counsel referred and accountants) as to in clause (2); and (4) The the characterization of payments as parachute payments, the value of any non-cash benefit or any deferred parachute payments, the amount of excess parachute payments, and the payment or benefit included in of the total payment Reduced Amount shall be determined by the Employer's Independent auditors in accordance with the principles of Section 280G of the Codefinal.

Termination Upon Change in Control. Anything hereinabove In the event Executive’s employment is terminated in a Termination Upon a Change in Control, Executive shall be paid the following as severance compensation: (a) For two (2) years following such termination of employment, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal to the contrary notwithstandingBase Salary at the rate payable at the time of such termination plus (i) any accrued and unpaid benefits due Executive under paragraph 4.3 of this Agreement and (ii) an amount equal to the Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such termination of employment occurs (determined as though all requisite targets were fully and completely achieved). Notwithstanding any provision in this paragraph (a) to the contrary, if the Executive is not fully vested may, in the amount set forth in Schedule AExecutive’s sole discretion, year seven (7), he will become fully vested in said amount in the event by delivery of a change notice to the Company within 30 days following a Termination Upon a Change in control 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 Executive pursuant to this paragraph (a). Such present value shall be determined as defined in Paragraph 1.2 of this Agreement, the date of delivery of the notice of election by Executive and shall be entitled based on a discount rate equal to the full amount set forth prime rate, as reported in Schedule AThe Wall Street Journal, year seven (7)or similar publication, upon on the terms and conditions hereofdate of delivery of the election notice. If Executive elects to receive a lump sum severance payment, if termination of employment thereafter occurs for any reason other than as set forth in Paragraph 5.1(c), under this Paragraph 5.1(e) as a result of the Company shall make such change in control. The amount payable pursuant to this provision shall be reduced by the amount paid payment to Executive under provisions within 30 days following the date on which Executive notifies the Company of his Employment Agreement covering loss of employment as a result of a change in Bank ownership. The full amount specified in Schedule A is referred to in this subparagraph 5.1(eExecutive’s election. (b) as the "Severance Payment." In the event that Executive is not otherwise entitled to fully exercise all awards granted to him under any payment or benefit received or to be received stock option plan maintained by the Executive in connection with Company and any such plan does not otherwise provide for acceleration of exerciseability upon the change in control occurrence of the Employer or the Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) All restricted stock granted to Executive will vest and become transferable. (d) Executive shall for one year following termination of employment continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Executive's employment whether payable pursuant Company in which Executive is a participant to the terms full extent of Executive’s rights under such plans, including any perquisites provided under this Agreement or Agreement; provided, however, that the benefits under any such plans of the Company in which Executive is a participant, including any such perquisites, shall cease upon Executive’s obtaining other planemployment. If necessary to provide such benefits to Executive, arrangement or agreement with the EmployerCompany shall, at its election, either: (together with i) amend its employee benefit plans to provide the Severance Payment benefits described in this paragraph (c), to the "Total Payments") will not be deductible (in whole or in part) as a result of Section 280G extent that such is permissible under the nondiscrimination requirements and other provisions of the Internal Revenue Code of 1954, as amended 1986 (the "“Code"), ”) and the Severance Payment shall be reduced until no portion provisions of the Total Payments is nondeductible as a result Executive Retirement Income Security Act of Section 280G of the Code1974, or the Severance Payment is reduced to zero (0). For purposes of this limitation: (1ii) No portion of the Total Payments, the receipt provide separate benefit arrangements or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, shall be taken into account; (2) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (3) The Severance Payment shall be reduced only to the extent necessary cash payments so that the Total Payments (other than those referred to in clause (1) or clause (2) in their entirety) constitute reasonable compensation for services actually rendered within. the meaning of Section 280G of the CodeExecutive receives amounts equivalent thereto, in the opinion net of tax counsel referred to in clause (2); and (4) The value of any non-cash benefit or any deferred payment or benefit included in the total payment shall be determined by the Employer's Independent auditors in accordance with the principles of Section 280G of the Codeconsequences.

Termination Upon Change in Control. Anything hereinabove to the contrary notwithstanding, if the Executive is not fully vested in the amount set forth in Schedule A, year seven nine (79), he will become fully vested in said amount in the event of a change in control as defined in Paragraph 1.2 of this Agreement, and shall be entitled to the full amount set forth in Schedule A, year seven nine (79), upon the terms and conditions hereof, if termination of employment thereafter occurs for any reason other than as set forth in Paragraph 5.1(c), under this Paragraph 5.1(e) as a result of such change in control. The amount payable pursuant to this provision shall be reduced by the amount paid to Executive under provisions of his Employment Agreement covering loss of employment as a result of a change in Bank ownership. The full amount specified in Schedule A is referred to in this subparagraph 5.1(e) as the "Severance Payment." In the event that any payment or benefit received or to be received by the Executive in connection with the change in control of the Employer or the termination of the Executive's employment whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Employer, (together with the Severance Payment the "Total Payments") will not be deductible (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1954, as amended (the "Code"), the Severance Payment shall be reduced until no portion of the Total Payments is nondeductible as a result of Section 280G of the Code, or the Severance Payment is reduced to zero (0). For purposes of this limitation: (1) No portion of the Total Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, shall be taken into account; (2) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (3) The Severance Payment shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clause (1) or clause (2) in their entirety) constitute reasonable compensation for services actually rendered within. the meaning of Section 280G of the Code, in the opinion of tax counsel referred to in clause (2); and (4) The value of any non-cash benefit or any deferred payment or benefit included in the total payment shall be determined by the Employer's Independent auditors in accordance with the principles of Section 280G of the Code.

Termination Upon Change in Control. Anything hereinabove In the event the ---------------------------------- Employee's employment is terminated in a Termination Upon a Change in Control, the Employee shall be paid the following as severance compensation: (a) For one (1) year following such termination of employment, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal to the contrary notwithstanding, if sum of (i) the Executive is not fully vested 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) years immediately preceding the date of termination. If, however, the Employee obtains other employment during such period, the amount set forth in Schedule A, year seven (7), he will become fully vested in said amount in the event of a change in control as defined in Paragraph 1.2 of this Agreement, and shall be entitled to the full amount set forth in Schedule A, year seven (7), upon the terms and conditions hereof, if termination of employment thereafter occurs for any reason other than as set forth in Paragraph 5.1(c), payable under this Paragraph 5.1(eparagraph (a) as a result of such change in control. The amount payable pursuant to this provision 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 Executive under provisions the Employee pursuant to this paragraph (a). Such present value shall be determined as of his Employment Agreement covering loss the date of employment 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 the Wall Street Journal, or similar publication, on the date of delivery of the election notice. If the Employee elects to receive a result lump sum severance payment, the Company shall make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Company of a change in Bank ownership. The full amount specified in Schedule A is referred to in this subparagraph 5.1(ethe Employee's election. (b) as the "Severance Payment." In the event that any payment or benefit received or the Employee is not otherwise entitled to be received by fully exercise all awards granted to her under the Executive in connection with Company's Incentive Stock Plan, and the change in control Incentive Stock Plan does not otherwise provide for acceleration of exerciseability upon the occurrence of the Employer or the termination Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control. (c) The Employee shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Executive's employment whether payable pursuant Company in which the Employee is a participant to the terms full extent of the Employee's rights under such plans, including any perquisites provided under this Agreement or 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 planemployment. If necessary to provide such benefits to the Employee, arrangement or agreement with the EmployerCompany shall, at its election, either: (together with i) amend its employee benefit plans to provide the Severance Payment benefits described in this paragraph (c), to the "Total Payments") will not be deductible (in whole or in part) as a result of Section 280G extent that such is permissible under the nondiscrimination requirements and other provisions of the Internal Revenue Code of 1954, as amended 1986 (the "Code"), ) and the Severance Payment shall be reduced until no portion provisions of the Total Payments is nondeductible as a result Employee Retirement Income Security Act of Section 280G of the Code1974, or the Severance Payment is reduced to zero (0). For purposes of this limitation: (1ii) No portion of the Total Payments, the receipt provide separate benefit arrangements or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, shall be taken into account; (2) No portion of the Total Payments shall be taken into account, which in the opinion of the tax counsel selected by the Employer's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G of the Code; (3) The Severance Payment shall be reduced only to the extent necessary cash payments so that the Total Payments (other than those referred to in clause (1) or clause (2) in their entirety) constitute reasonable compensation for services actually rendered within. the meaning of Section 280G of the CodeEmployee receives amounts equivalent thereto, in the opinion net of tax counsel referred to in clause (2); and (4) The value of any non-cash benefit or any deferred payment or benefit included in the total payment shall be determined by the Employer's Independent auditors in accordance with the principles of Section 280G of the Codeconsequences.