Common use of TERMINATION WITHOUT CAUSE OR FOR GOOD REASON OR AS A RESULT OF COMPANY NON-EXTENSION OF THIS AGREEMENT Clause in Contracts

TERMINATION WITHOUT CAUSE OR FOR GOOD REASON OR AS A RESULT OF COMPANY NON-EXTENSION OF THIS AGREEMENT. If the Employee’s employment by the Company is terminated (x) by the Company other than for Cause, (y) by the Employee for Good Reason, or (z) as a result of the Company’s non-extension of the Employment Term as provided in Section 2 hereof, the Company shall pay or provide the Employee with the Accrued Benefits and, subject to the Employee’s compliance with the obligations in Sections 9, 10 and 11 hereof, the following, subject to the provisions of Section 23 hereof: subject to (A) the Employee’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) the Employee’s continued co-payment of premiums at the same level and cost to the Employee as if the Employee were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) (the “active employee rate”), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee for a period of up to 18 months at the Company’s expense (other than as set forth in sub-section (B)), provided, that the Employee is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Employee obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 8(d)(ii) shall immediately cease. Notwithstanding the foregoing, if he benefits under the Company’s group health plan will be taxable to the Employee, then in lieu of the Company’s payments for such continued participation, the Company shall reimburse the Employee for his premiums for continued coverage under such plan in the amount that the cost of such coverage exceeds the active employee rate (as determined based on the Executive’s premium rate in effect on the date of termination). ; provided, however, that Company shall have no contractual or other obligation to make any payment to which the Employee shall be entitled pursuant to this Section 7(d) to the Employee unless (i) such payment receives the prior approval of the appropriate federal banking agency, if required at that time by 12 U.S.C. Section 1828(k),12 C.F.R. Part 359, or other federal or state laws, rules or regulations, and (ii) such obligation and such payment comply in all other respects with 12 U.S.C. Section 1828(k),12 C.F.R. Part 359, and other federal and state laws, rules or regulations, to the extent that such provisions are applicable at that time; provided further, however, that this Agreement shall comply with 12 U.S.C. Section 1828(k), 12 C.F.R. Part 359, and other applicable federal and state laws, rules or regulations. For the avoidance of doubt, in the event that the Employee’s employment and/or Employment Term ends in accordance with this Section 8(d) any unvested shares of Restricted Stock shall be forfeited, but no vested shares of Restricted Stock shall be forfeited. Payments and benefits provided in this Section 8(d) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the plans, policies or programs of the Company.

TERMINATION WITHOUT CAUSE OR FOR GOOD REASON OR AS A RESULT OF COMPANY NON-EXTENSION OF THIS AGREEMENT. If the Employee’s employment by the Company is terminated (x) by the Company other than for Cause, (y) by the Employee for Good Reason, or (z) as a result of the Company’s non-extension of the Employment Term as provided in Section 2 1 hereof, the Company shall pay or provide the Employee with the following: (i) the Accrued Benefits and, Benefits; and (ii) subject to the Employee’s continued compliance with the obligations in Sections 98, 9 and 10 and 11 hereof, the following, subject to the provisions of Section 23 hereof: subject to (A) an amount equal to the Employee’s timely election monthly Base Salary rate (but not as an employee), paid monthly for a period of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended twelve (“COBRA”)12) months following such termination, and (B) the Employee’s continued co-a lump sum cash payment of premiums at the same level and cost in an amount equal to the Employee as if Annual Bonus earned by the Employee were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) (the “active employee rate”), continued participation in the Company’s group health plan (year prior to the extent permitted under applicable law year in which the termination occurs, payable within sixty (60) days following such termination of employment, and (C) the terms of Pro Rated Bonus, payable within sixty (60) days following such plantermination, and (D) which covers the Employee for a period of up to 18 months at the Company’s expense (other than as set forth in sub-section (B)), provided, provided that the Employee is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Employee obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 8(d)(ii) shall immediately cease. Notwithstanding the foregoing, if he benefits under the Company’s group health plan will be taxable IPO Grant has been awarded prior to the Employee, then in lieu of the Company’s payments for such continued participation, the Company shall reimburse the Employee for his premiums for continued coverage under such plan in the amount that the cost of such coverage exceeds the active employee rate (as determined based on the Executive’s premium rate in effect on the date of such termination). ; provided, however, that Company shall have no contractual or other obligation to make any payment to which the Employee shall be entitled pursuant to this Section 7(d) to the Employee unless (i) such payment receives the prior approval full vesting of the appropriate federal banking agencyIPO Grant, if required at which shall automatically occur immediately prior to such termination; provided that time by 12 U.S.C. Section 1828(k),12 C.F.R. Part 359, or other federal or state laws, rules or regulations, and (ii) such obligation and such payment comply in all other respects with 12 U.S.C. Section 1828(k),12 C.F.R. Part 359, and other federal and state laws, rules or regulations, to the extent that such provisions are applicable at that time; provided further, however, that this Agreement shall comply with 12 U.S.C. the payment of any amount constitutes “nonqualified deferred compensation” for purposes of “Code Section 1828(k409A” (as defined in Section 7(e)(i) hereof), 12 C.F.R. Part 359, any such payment scheduled to occur during the first sixty (60) days following such termination shall not be paid until the sixtieth (60th) day following such termination and other applicable federal and state laws, rules or regulations. For the avoidance shall include payment of doubt, in the event any amount that the Employee’s employment and/or Employment Term ends in accordance with this Section 8(d) any unvested shares of Restricted Stock shall was otherwise scheduled to be forfeited, but no vested shares of Restricted Stock shall be forfeitedpaid prior thereto. Payments and benefits provided in this Section 8(d7(d) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the plans, policies or programs of the CompanyCompany or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

TERMINATION WITHOUT CAUSE OR FOR GOOD REASON OR AS A RESULT OF COMPANY NON-EXTENSION OF THIS AGREEMENT. If the Employee’s employment by the Company is terminated (x) by the Company other than for Cause, (y) by the Employee for Good Reason, or (z) as a result of the Company’s non-extension of the Employment Term as provided in Section 2 hereof, the Company shall pay or provide the Employee with the Accrued Benefits and, subject to the Employee’s compliance with the obligations in Sections 9, 10 and 11 hereof, the following, subject to the provisions of Section 23 hereof: subject to (A) the Employee’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) the Employee’s continued co-payment of premiums at the same level and cost to the Employee as if the Employee were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) (the “active employee rate”), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee for a period of up to 18 months at the Company’s expense (other than as set forth in sub-section (B)), provided, that the Employee is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Employee obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 8(d)(ii) shall immediately cease. Notwithstanding the foregoing, if he benefits under the Company’s group health plan will be taxable to the Employee, then in lieu of the Company’s payments for such continued participation, the Company shall reimburse the Employee for his premiums for continued coverage under such plan in the amount that the cost of such coverage exceeds the active employee rate (as determined based on the Executive’s premium rate in effect on the date of termination). ; provided, however, that Company shall have no contractual or other obligation to make any payment to which the Employee shall be entitled pursuant to this Section 7(d) to the Employee unless (i) such payment receives the prior approval of the appropriate federal banking agency, if required at that time by 12 U.S.C. Section 1828(k),12 C.F.R. Part 359, or other federal or state laws, rules or regulations, and (ii) such obligation and such payment comply in all other respects with 12 U.S.C. Section 1828(k),12 C.F.R. Part 359, and other federal and state laws, rules or regulations, to the extent that such provisions are applicable at that time; provided further, however, that this Agreement shall comply with 12 U.S.C. Section 1828(k), 12 C.F.R. Part 359, and other applicable federal and state laws, rules or regulations. For the avoidance of doubt, in the event that the Employee’s employment and/or Employment Term ends in accordance with this Section 8(d) any unvested shares of Restricted Stock shall be forfeited, but no vested shares of Restricted Stock shall be forfeited. Payments and benefits provided in this Section 8(d) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the plans, policies or programs of the Company.

TERMINATION WITHOUT CAUSE OR FOR GOOD REASON OR AS A RESULT OF COMPANY NON-EXTENSION OF THIS AGREEMENT. If the Employee’s employment by the Company is terminated (x) by the Company other than for Cause, (y) by the Employee for Good Reason, or (z) as a result of the Company’s non-extension of the Employment Term as provided in Section 2 hereof, the Company shall pay or provide the Employee with the Accrued Benefits and, subject to the Employee’s compliance with the obligations in Sections 910, 10 11 and 11 12 hereof, the following, subject to the provisions of Section 23 24 hereof: subject to (A) the Employee’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) the Employee’s continued co-payment of premiums at the same level and cost to the Employee as if the Employee were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) (the “active employee rate”), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee for a period of up to 18 months at the Company’s expense (other than as set forth in sub-section (B)), provided, that the Employee is eligible and remains eligible for COBRA coverage; and provided, provided further, that in the event that the Employee obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 8(d)(ii9(d) shall immediately cease. Notwithstanding the foregoing, if he the benefits under the Company’s group health plan will be taxable to the Employee, then in lieu of the Company’s payments for such continued participation, the Company shall reimburse the Employee for his premiums for continued coverage under such plan in the amount that the cost of such coverage exceeds the active employee rate (as determined based on the Executive’s premium rate in effect on the date of termination). ; provided, however, that Company shall have no contractual or other obligation to make any payment to which the Employee shall be entitled pursuant to this Section 7(d9(d) to the Employee unless (i) such payment receives the prior approval of the appropriate federal banking agency, if required at that time by 12 U.S.C. Section 1828(k),12 C.F.R. Part 359, or other federal or state laws, rules or regulations, and (ii) such obligation and such payment comply in all other respects with 12 U.S.C. Section 1828(k),12 C.F.R. Part 359, and other federal and state laws, rules or regulations, to the extent that such provisions are applicable at that time; provided further, however, that this Agreement shall comply with 12 U.S.C. Section 1828(k), 12 C.F.R. Part 359, and other applicable federal and state laws, rules or regulations. For the avoidance of doubt, in the event that the Employee’s employment and/or Employment Term ends in accordance with this Section 8(d) 9(d), any unvested shares of Restricted Stock shall be forfeited, but no vested shares of Restricted Stock shall be forfeited. Payments and benefits provided in this Section 8(d9(d) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the plans, policies or programs of the Company.

TERMINATION WITHOUT CAUSE OR FOR GOOD REASON OR AS A RESULT OF COMPANY NON-EXTENSION OF THIS AGREEMENT. If the Employee’s employment by the Company is terminated (x) by the Company other than for Cause, (y) by the Employee for Good Reason, or (z) as a result of the Company’s non-extension of the Employment Term as provided in Section 2 1 hereof, the Company shall pay or provide the Employee with the following: (i) the Accrued Benefits and, Benefits; and (ii) subject to the Employee’s continued compliance with the obligations in Sections 98, 9 and 10 and 11 hereof, the following, subject to the provisions of Section 23 hereof: subject to (A) an amount equal to the Employee’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, monthly Base Salary rate (but not as amended (“COBRA”an employee), and (B) the Employee’s continued co-payment of premiums at the same level and cost to the Employee as if the Employee were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) (the “active employee rate”), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee paid monthly for a period of up to 18 twelve (12) months at the Company’s expense (other than as set forth in sub-section following such termination, (B))) a pro-rata portion of the Employee’s Annual Bonus for the calendar year in which the Employee’s termination occurs based on actual results for such year (determined by multiplying the amount of such bonus which would be due for the full calendar year by a fraction, provided, the numerator of which is the number of days during the calendar year of termination that the Employee is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Employee obtains other employment that offers group health benefits, such continuation of coverage employed by the Company under this and the denominator of which is 365), payable in accordance with the last sentence of Section 8(d)(ii(a) shall immediately cease. Notwithstanding hereof), (C) a lump sum cash payment in an amount equal to $150,000, payable within sixty (60) days following such termination and (D) full vesting of the foregoing, if he benefits under the Company’s group health plan will be taxable Restricted Stock Award granted to the EmployeeEmployee on September 25, then in lieu 2012 covering 58,824 restricted shares of the Company’s payments for such continued participation, the Company shall reimburse the Employee for his premiums for continued coverage under such plan in the amount common stock; provided that the cost of such coverage exceeds the active employee rate (as determined based on the Executive’s premium rate in effect on the date of termination). ; provided, however, that Company shall have no contractual or other obligation to make any payment to which the Employee shall be entitled pursuant to this Section 7(d) to the Employee unless (i) such payment receives the prior approval of the appropriate federal banking agency, if required at that time by 12 U.S.C. Section 1828(k),12 C.F.R. Part 359, or other federal or state laws, rules or regulations, and (ii) such obligation and such payment comply in all other respects with 12 U.S.C. Section 1828(k),12 C.F.R. Part 359, and other federal and state laws, rules or regulations, to the extent that such provisions are applicable at that time; provided further, however, that this Agreement shall comply with 12 U.S.C. the payment of any amount constitutes “nonqualified deferred compensation” for purposes of “Code Section 1828(k409A” (as defined in Section 20 hereof), 12 C.F.R. Part 359, any such payment scheduled to occur during the first sixty (60) days following such termination shall not be paid until the sixtieth (60th) day following such termination and other applicable federal and state laws, rules or regulations. For the avoidance shall include payment of doubt, in the event any amount that the Employee’s employment and/or Employment Term ends in accordance with this Section 8(d) any unvested shares of Restricted Stock shall was otherwise scheduled to be forfeited, but no vested shares of Restricted Stock shall be forfeitedpaid prior thereto. Payments and benefits provided in this Section 8(d7(d) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the plans, policies or programs of the CompanyCompany or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

TERMINATION WITHOUT CAUSE OR FOR GOOD REASON OR AS A RESULT OF COMPANY NON-EXTENSION OF THIS AGREEMENT. If the Employee’s employment by the Company is terminated (x) by the Company other than for Cause, (y) by the Employee for Good Reason, or (z) as a result of the Company’s non-extension of the Employment Term as provided in Section 2 1 hereof, the Company shall pay or provide the Employee with the following: (i) the Accrued Benefits and, Benefits; and (ii) subject to the Employee’s continued compliance with the obligations in Sections 98, 9 and 10 and 11 hereof, the following, subject to the provisions of Section 23 hereof: subject to (A) an amount equal to the Employee’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, monthly Base Salary rate (but not as amended (“COBRA”an employee), and (B) the Employee’s continued co-payment of premiums at the same level and cost to the Employee as if the Employee were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) (the “active employee rate”), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee paid monthly for a period of up to 18 twenty-four (24) months at the Company’s expense (other than as set forth in sub-section following such termination, (B))) a lump sum cash payment in an amount equal to $150,000, provided, that payable within sixty (60) days following such termination and (C) full vesting of the Restricted Stock Award granted to the Employee is eligible and remains eligible for COBRA coverage; and providedon September 25, further, that in the event that the Employee obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 8(d)(ii) shall immediately cease. Notwithstanding the foregoing, if he benefits under the Company’s group health plan will be taxable to the Employee, then in lieu 2012 covering 58,824 restricted shares of the Company’s payments for such continued participation, the Company shall reimburse the Employee for his premiums for continued coverage under such plan in the amount common stock; provided that the cost of such coverage exceeds the active employee rate (as determined based on the Executive’s premium rate in effect on the date of termination). ; provided, however, that Company shall have no contractual or other obligation to make any payment to which the Employee shall be entitled pursuant to this Section 7(d) to the Employee unless (i) such payment receives the prior approval of the appropriate federal banking agency, if required at that time by 12 U.S.C. Section 1828(k),12 C.F.R. Part 359, or other federal or state laws, rules or regulations, and (ii) such obligation and such payment comply in all other respects with 12 U.S.C. Section 1828(k),12 C.F.R. Part 359, and other federal and state laws, rules or regulations, to the extent that such provisions are applicable at that time; provided further, however, that this Agreement shall comply with 12 U.S.C. the payment of any amount constitutes “nonqualified deferred compensation” for purposes of “Code Section 1828(k409A” (as defined in Section 20 hereof), 12 C.F.R. Part 359, any such payment scheduled to occur during the first sixty (60) days following such termination shall not be paid until the sixtieth (60th) day following such termination and other applicable federal and state laws, rules or regulations. For the avoidance shall include payment of doubt, in the event any amount that the Employee’s employment and/or Employment Term ends in accordance with this Section 8(d) any unvested shares of Restricted Stock shall was otherwise scheduled to be forfeited, but no vested shares of Restricted Stock shall be forfeitedpaid prior thereto. Payments and benefits provided in this Section 8(d7(d) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the plans, policies or programs of the CompanyCompany or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

TERMINATION WITHOUT CAUSE OR FOR GOOD REASON OR AS A RESULT OF COMPANY NON-EXTENSION OF THIS AGREEMENT. If the Employee’s employment by the Company or Holdco is terminated (x) by the Company or Holdco other than for Cause, (y) by the Employee for Good Reason, or (z) as a result of the Company’s or Holdco’s non-extension of the Employment Term as provided in Section 2 1(b) hereof, the Company shall pay or provide the Employee with the following: (i) the Accrued Benefits and, Benefits; and (ii) subject to the Employee’s continued compliance with the obligations in Sections 98, 9 and 10 and 11 hereof, the following, subject to the provisions of Section 23 hereof: subject to (A) an amount equal to the Employee’s timely election monthly Base Salary rate (but not as an employee), paid monthly for a period of continuation coverage twenty-four (24) months following such termination, (B) a lump sum cash payment in an amount equal to $1,000,000, payable within sixty (60) days following such termination, (C) full vesting of the award contemplated under Section 4(b) hereof, if a Realization Event has previously occurred during the Consolidated Omnibus Budget Reconciliation Act Employment Term and on or prior to December 31, 2012 (otherwise such award shall be immediately forfeited as provided in the last sentence of 1985, as amended (“COBRA”Section 4(b)(i) hereof), and (BD) the Employee’s continued co-payment of premiums at the same level and cost to the Employee as if the Employee were an employee of the Company (excludingsuch termination occurs on or after December 31, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) (the “active employee rate”), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Employee for a period of up to 18 months at the Company’s expense (other than as set forth in sub-section (B)), provided, that the Employee is eligible and remains eligible for COBRA coverage; and provided, further, that in the event that the Employee obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 8(d)(ii) shall immediately cease. Notwithstanding the foregoing, if he benefits under the Company’s group health plan will be taxable to the Employee, then in lieu of the Company’s payments for such continued participation2011, the Company shall reimburse the Employee for his premiums for continued coverage under Guaranteed 2011 Bonus, payable in calendar year 2012 and within sixty (60) days following such plan in the amount termination; provided that the cost of such coverage exceeds the active employee rate (as determined based on the Executive’s premium rate in effect on the date of termination). ; provided, however, that Company shall have no contractual or other obligation to make any payment to which the Employee shall be entitled pursuant to this Section 7(d) to the Employee unless (i) such payment receives the prior approval of the appropriate federal banking agency, if required at that time by 12 U.S.C. Section 1828(k),12 C.F.R. Part 359, or other federal or state laws, rules or regulations, and (ii) such obligation and such payment comply in all other respects with 12 U.S.C. Section 1828(k),12 C.F.R. Part 359, and other federal and state laws, rules or regulations, to the extent that such provisions are applicable at that time; provided further, however, that this Agreement shall comply with 12 U.S.C. the payment of any amount constitutes “nonqualified deferred compensation” for purposes of “Code Section 1828(k409A” (as defined in Section 20 hereof), 12 C.F.R. Part 359, any such payment scheduled to occur during the first sixty (60) days following such termination shall not be paid until the sixtieth (60th) day following such termination and other applicable federal and state laws, rules or regulations. For the avoidance shall include payment of doubt, in the event any amount that the Employee’s employment and/or Employment Term ends in accordance with this Section 8(d) any unvested shares of Restricted Stock shall was otherwise scheduled to be forfeited, but no vested shares of Restricted Stock shall be forfeitedpaid prior thereto. Payments and benefits provided in this Section 8(d7(d) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the plans, policies or programs of the CompanyCompany or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.