Common use of Termination Without Cause or With Good Reason Clause in Contracts

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate his employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a cash payment equal to the greater of: (i) remaining Base Salary and total annual incentive bonus opportunity (based on the highest bonus earned by the Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination) that would have been paid to the Executive during the remaining Term of the Agreement; or (ii) two (2) times the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination; in either case payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement of the Executive’s COBRA health care costs for the greater of (i) the remaining Term of the Agreement, or (ii) eighteen (18) months (in either case commencing with the first month following the Executive’s Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate his the Executive’s employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a cash payment equal to the greater of: (i) remaining Base Salary and total annual incentive bonus opportunity (based on the highest bonus earned by the Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination) that would have been paid to the Executive during the remaining Term of the Agreement; or (ii) two (2) times the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination; in either case payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that an amount equal to the Executive has elected cost of any continued health care coverage that could be provided in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement ) (regardless of whether the Executive’s COBRA health care costs Executive elects coverage under COBRA) for the greater of (i) the remaining Term of the Agreement, or (ii) eighteen (18) months (in either case commencing with the first month following the Executive’s Date of Termination)months.

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate his employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a gross cash payment equal to the greater of: (i) remaining Base Salary and total annual incentive bonus opportunity (based on the highest target bonus earned by the Executive for opportunity during the three most recently completed calendar years performance periods prior to the Executive’s Date of Termination) that would have been paid to the Executive during the remaining Term of the AgreementTerm; or (ii) two (2) times the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination; in either case payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement of the Executive’s COBRA health care costs by the Bank for the greater of (i) the remaining Term of the Agreement, or (ii) up to eighteen (18) months consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (in either case commencing with the first month following the Executive’s 's Date of Termination and continuing until the eighteenth month following the Executive's Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate his her employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the greater ofsum of the Executive’s: (iA) remaining Base Salary at the Date of Termination and total annual incentive bonus opportunity (based on B) the highest average of the actual cash bonus earned by the Executive for the three most recently completed calendar two years immediately prior to the Executive’s Date of Termination) that would have been paid to the Executive during the remaining Term of the Agreement); or (ii) two (2) times the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination; in either case payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the Executive’s health care premiums at the time of termination) of COBRA health care costs by the Bank for the greater of (i) the remaining Term of the Agreement, or (ii) up to eighteen (18) months consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (in either case commencing with the first month following the Executive’s Date of Termination and continuing until the eighteenth month following the Executive’s Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of DirectorsBoard, terminate his employment this Agreement at any time within ninety (90) 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment as described under this Section 4(f)(i4(e)(i) during the Term and subject to the requirements of Section 4(f)(iii4(e)(iii), the Bank will pay or provide the Executive with the following: (A) any Accrued Obligations; (B) a cash lump sum payment equal to the amount of Base Salary that Executive would have earned had Executive remained employed for the greater of: (i1) remaining Base Salary and total annual incentive bonus opportunity (based on the highest bonus earned by the Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination) that would have been paid to the Executive during the remaining Term of the AgreementTerm; or (ii) two (2) times 12 months (the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination; in either case payable in a lump sum within sixty (60) days of the Executive’s Date of Termination“Benefits Period”); and (C) provided non-taxable medical and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to Executive’s termination under the same cost-sharing arrangements that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement apply for active employees of the Executive’s COBRA health care costs for the greater Bank as of (i) the remaining Term of the Agreement, or (ii) eighteen (18) months (in either case commencing with the first month following the Executive’s Date of Termination. Such continued coverage will cease upon the earlier of: (1) the completion of the Benefit Period; or (2) the date on which Executive becomes a full-time employee of another employer, provided Executive is entitled to benefits that are substantially similar to the health and welfare benefits provided by the Bank. The period of continued health coverage required by Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “Code”), will run concurrently with the coverage period provided herein.

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate his her employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a gross cash payment equal to the greater of: sum of (i1) remaining one (1) times the Executive’s Base Salary and total annual incentive bonus opportunity (based on 2) the highest annual cash bonus earned by the Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination) that would have been paid to the Executive during the remaining Term of the Agreement; or (ii) two (2) times the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination; in either case payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement of the Executive’s COBRA health care costs by the Bank for up to twelve (12) consecutive months, or if less, for the greater of period for which the Executive has elected COBRA coverage (i) the remaining Term of the Agreement, or (ii) eighteen (18) months (in either case commencing with the first month following the Executive’s 's Date of Termination and continuing until the eighteenth month following the Executive's Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of DirectorsBoard, terminate his employment this Agreement at any time within ninety (90) 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment as described under this Section 4(f)(i4(e)(i) during the Term and subject to the requirements of Section 4(f)(iii4(e)(iii), the Bank will pay or provide the Executive with the following: (A) any Accrued Obligations; (B) a gross cash payment equal to the greater of: (i) remaining Base Salary and total annual incentive bonus opportunity (based on the highest bonus earned by the Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination) that would have been paid to the Executive during the remaining Term of the Agreement; or (ii) two (2) times the sum amount of Base Salary and that Executive would have earned had Executive remained employed for 24 months, which shall be payable in equal bi-weekly installments in accordance with the average total annual incentive bonus paid to Executive payroll practices of the Bank for the three most recently completed calendar years prior to the Executive’s Date period of Termination; in either case payable in a lump sum 24 months, commencing within sixty (60) 60 days of the following Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), reimbursement of the Executive’s such COBRA health care costs by the Bank for up to 18 consecutive months, or if less, for the greater of period for which Executive has elected COBRA coverage (i) the remaining Term of the Agreement, or (ii) eighteen (18) months (in either case commencing with the first month following Executive’s Date of Termination and continuing until the eighteenth month following Executive’s Date of Termination)) in an amount necessary to provide Executive and his dependents, if any, with the same level of coverage under the Bank’s group health plan, as in effect immediately prior to Executive’s Date of Termination.

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of DirectorsBoard, terminate his employment this Agreement at any time within ninety (90) 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment as described under this Section 4(f)(i4(e)(i) during the Term and subject to the requirements of Section 4(f)(iii4(e)(iii), the Bank will pay or provide the Executive with the following: (A) any Accrued Obligations; (B) a gross cash payment equal to the greater of: (i) remaining Base Salary and total annual incentive bonus opportunity (based on the highest bonus earned by the Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination) that would have been paid to the Executive during the remaining Term of the Agreement; or (ii) two (2) times the sum of (i) the annual rate Base Salary Salary, and (ii) the average total annual incentive highest target bonus paid to Executive for opportunity during the three most recently completed calendar years performance periods prior to the Executive’s Date of Termination; in either case payable one-half of such payment will be paid in a cash lump sum within sixty (60) 60 days of the Executive’s Date of Termination, and one-half of the payment will be paid in equal monthly installments over the next 24 months, in accordance with the Bank’s regular payroll practices; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement of the Executive’s such COBRA health care costs by the Bank, plus a gross-up payment sufficient to ensure receipt by Executive of the full amount of such COBRA premiums that Executive would have received if the benefit had not been taxable, for up to 12 consecutive months, or if less, for the greater of period for which Executive has elected COBRA coverage (i) the remaining Term of the Agreement, or (ii) eighteen (18) months (in either case commencing with the first month following Executive's Date of Termination and continuing until the twelfth month following Executive's Date of Termination) in an amount necessary to provide Executive and his dependents, if any, with the same level of coverage under the Bank’s group health plan, as in effect immediately prior to Executive’s Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate his employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a gross cash payment equal to the greater of: (i) remaining Base Salary and total annual incentive bonus opportunity (based on the highest bonus earned by the Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination) that would have been paid to the Executive during the remaining Term of the Agreement; or (ii) two (2) times the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination; in either case payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement of the Executive’s COBRA health care costs by the Bank for the greater of (i) the remaining Term of the Agreement, or (ii) up to eighteen (18) months consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (in either case commencing with the first month following the Executive’s 's Date of Termination and continuing until the eighteenth month following the Executive's Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of DirectorsBoard, terminate his employment this Agreement at any time within ninety (90) 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment as described under this Section 4(f)(i4(e)(i) during the Term and subject to the requirements of Section 4(f)(iii4(e)(iii), the Bank will pay or provide the Executive with the following: (A) any Accrued Obligations; (B) a gross cash payment equal to the amount of Base Salary that Executive would have earned had Executive remained employed for the greater of: (i1) the remaining Base Salary and total annual incentive bonus opportunity Term; or (based on 2) 24 months, which shall be payable in equal bi-weekly installments in accordance with the highest bonus earned by payroll practices of the Executive Bank for the three most recently completed calendar years prior to period for which Executive receives such payments (i.e., the Executive’s Date greater of Termination) that would have been paid to the Executive during the remaining Term of the Agreement; or (ii) two (2) times the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination; in either case payable in a lump sum 24 months), commencing within sixty (60) 60 days of the following Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement of the Executive’s such COBRA health care costs by the Bank for up to 18 consecutive months, or if less, for the greater of period for which Executive has elected COBRA coverage (i) the remaining Term of the Agreement, or (ii) eighteen (18) months (in either case commencing with the first month following Executive's Date of Termination and continuing until the eighteenth month following Executive's Date of Termination) in an amount necessary to provide Executive and his dependents, if any, with the same level of coverage under the Bank’s group health plan, as in effect immediately prior to Executive’s Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate his her employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a gross cash payment equal to the greater of: (i) remaining Base Salary and total annual incentive bonus opportunity (based on the highest bonus earned by the Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination) that would have been paid to the Executive during the remaining Term of the Agreement; or (ii) two (2) times the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination; in either case payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement of the Executive’s COBRA health care costs by the Bank for the greater of (i) the remaining Term of the Agreement, or (ii) up to eighteen (18) months consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (in either case commencing with the first month following the Executive’s 's Date of Termination and continuing until the eighteenth month following the Executive's Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate his the Executive’s employment at any time within ninety sixty (9060) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a gross cash payment equal to the greater of: (i) remaining Base Salary and total annual incentive bonus opportunity (based on the highest bonus earned by the Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination) that would have been paid to the Executive during the remaining Term of the Agreement; or (ii) two (2) times the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination; in either case payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement of the Executive’s COBRA health care costs by the Bank for up to twelve (12) consecutive months, or if less, for the greater of period for which the Executive has elected COBRA coverage (i) the remaining Term of the Agreement, or (ii) eighteen (18) months (in either case commencing with the first month following the Executive’s Date of Termination and continuing until the twelfth month following the Executive’s Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate his employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the greater ofsum of the Executive’s: (iA) remaining Base Salary at the Date of Termination and total annual incentive bonus opportunity (based on B) the highest average of the actual cash bonus earned by the Executive for the three most recently completed calendar two years immediately prior to the Executive’s Date of Termination) that would have been paid to the Executive during the remaining Term of the Agreement); or (ii) two (2) times the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination; in either case payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the Executive’s health care premiums at the time of termination) of COBRA health care costs by the Bank for the greater of (i) the remaining Term of the Agreement, or (ii) up to eighteen (18) months consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (in either case commencing with the first month following the Executive’s Date of Termination and continuing until the eighteenth month following the Executive’s Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate his employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a gross cash payment equal to the greater of: (i) remaining Base Salary and total annual incentive bonus opportunity (based on the highest bonus earned by paid during the Executive for the prior three most recently completed calendar years annual performance periods prior to the Executive’s Date of Termination) that would have been paid to the Executive during the remaining Term of the AgreementTerm; or (ii) two (2) times the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination; in either case payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement of the Executive’s COBRA health care costs by the Bank for the greater of (i) the remaining Term of the Agreement, or (ii) up to eighteen (18) months consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (in either case commencing with the first month following the Executive’s 's Date of Termination and continuing until the eighteenth month following the Executive's Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of DirectorsBoard, terminate his employment this Agreement at any time within ninety (90) 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment as described under this Section 4(f)(i4(e)(i) during the Term and subject to the requirements of Section 4(f)(iii4(e)(iii), the Bank will pay or provide the Executive with the following: (A) any Accrued Obligations; (B) a gross cash payment equal to the amount of Base Salary that Executive would have earned had Executive remained employed for the greater of: (i1) the remaining Base Salary and total annual incentive bonus opportunity Term; or (based on 2) 24 months, which shall be payable in equal bi-weekly installments in accordance with the highest bonus earned by payroll practices of the Executive Bank for the three most recently completed calendar years prior to period for which Executive receives such payments (i.e., the Executive’s Date greater of Termination) that would have been paid to the Executive during the remaining Term of the Agreement; or (ii) two (2) times the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination; in either case payable in a lump sum 24 months), commencing within sixty (60) 60 days of the following Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement of the Executive’s such COBRA health care costs by the Bank for up to 18 consecutive months, or if less, for the greater of period for which Executive has elected COBRA coverage (i) the remaining Term of the Agreement, or (ii) eighteen (18) months (in either case commencing with the first month following Executive’s Date of Termination and continuing until the eighteenth month following Executive’s Date of Termination)) in an amount necessary to provide Executive and his dependents, if any, with the same level of coverage under the Bank’s group health plan, as in effect immediately prior to Executive’s Date of Termination.

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate his employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a gross cash payment equal to the greater of: (i) remaining Base Salary and total annual incentive bonus opportunity (based on the highest target bonus earned by the Executive for opportunity during the three most recently completed calendar years performance periods prior to the Executive’s Date of Termination) that would have been paid to the Executive during the remaining Term of the AgreementTerm; or (ii) two (2) times the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination; in either case payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement of the Executive’s COBRA health care costs by the Bank for the greater of (i) the remaining Term of the Agreement, or (ii) up to eighteen (18) months consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (in either case commencing with the first month following the Executive’s 's Date of Termination and continuing until the eighteenth month following the Executive's Date of Termination).. (ii) “Good Reason” exists if, without the Executive’s express written consent, any of the following occur:

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate his employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a gross cash payment equal to six (6) months of the greater of: (i) remaining current Base Salary and total annual incentive bonus opportunity (based on at the highest bonus earned by the Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination) that would have been paid to the Executive during the remaining Term of the Agreement; or (ii) two (2) times the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination; in either case payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement of the Executive’s COBRA health care costs by the Bank for up to six (6) consecutive months, or if less, for the greater of period for which the Executive has elected COBRA coverage (i) the remaining Term of the Agreement, or (ii) eighteen (18) months (in either case commencing with the first month following the Executive’s 's Date of Termination and continuing until the sixth month following the Executive's Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate his employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a cash payment (less any applicable tax or other withholdings) equal to the greater of: (i) remaining Base Salary and total annual incentive bonus opportunity (based on the highest bonus earned by the Executive for during the three most recently completed calendar fiscal years prior to the Executive’s Date of Termination) that would have been paid to the Executive during the remaining Term of the Agreementunexpired Term; or (ii) two (2) times the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination; in either case payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement of the Executive’s COBRA health care costs by the Bank for the greater of (i) the remaining Term of the Agreement, or (ii) up to eighteen (18) months consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (in either case commencing with the first month following the Executive’s 's Date of Termination and continuing until the eighteenth month following the Executive's Date of Termination).