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

Termination Without Cause or With Good Reason. or Within 12 Months of Change in Control. If your employment with the Company is terminated without Cause by the Company or with Good Reason by you, or by you within 12 months of a change in control of the Company without Good Reason, then the Company shall pay to you, upon demand, the following amounts (net of applicable payroll taxes): (i) Your full base salary through the Date of Termination at the rate in effect on the date the change in control of the Company occurs plus year-to-date accrued vacation. (ii) As severance pay, an amount equal to the product of 2.99 multiplied by the greater of (A) the sum of your annualized salary for the calendar year in which the change in control of the Company occurs, the maximum target bonus that could have been paid to you for such year if all applicable targets and objectives had been achieved, or if no formal bonus program is in effect, the largest bonus amount paid to you during any one of the three preceding calendar years, your income from the exercise of nonqualified options during such year, your compensation income from any disqualifying disposition during such year of stock acquired pursuant to the exercise of incentive stock options and other annualized amounts that constitute taxable income to you from the Company for such year, without reduction for salary reduction amounts excludible from income under Section 402(e)(3) or 125 of the Internal Revenue Code of 1986, as amended (the "Code"), or (B) your average "Compensation" (as defined below) for the three calendar years preceding the calendar year in which the change in control of the Company occurs. As used in this subsection 3(b)(ii) your "Compensation" shall mean your base salary, bonus, income from the exercise of nonqualified options, compensation income from any disqualifying disposition of stock acquired pursuant to the exercise of incentive stock options and any other amounts that constitute taxable income to you from the Company, without reduction for salary reduction amounts excludible from income under Section 402(e)(3) or 125 of the Code.

Termination Without Cause or With Good Reason. or Within 12 Months of Change in Control. If your employment with the Company Employment Period is terminated without Cause by the Company or with Good Reason by you, without Cause or by you within 12 months of a change in control of the Company without Executive with Good Reason, then the Company Executive shall pay be entitled to you, upon demand, the following amounts (net of applicable payroll taxes):receive: (i) Your full base salary Executive’s unpaid Base Salary through the Termination Date of Termination at the rate (payable in effect on the date the change in control of the Company occurs plus year-to-date accrued vacation.accordance with Section 3(a)); (ii) As severance pay, an amount equal to the product of 2.99 multiplied by the greater of (Aactual annual cash bonus amount to which Executive would be entitled under Section 3(c) the sum of your annualized salary for with respect to the calendar year in which the change in control Termination Date occurs, determined based on achievement of the Company occurs, the maximum target performance objectives specified in Executive’s bonus that could have been paid to you for such year if all applicable targets and objectives had been achieved, or if no formal bonus program is in effect, the largest bonus amount paid to you during any one of the three preceding calendar years, your income from the exercise of nonqualified options during such year, your compensation income from any disqualifying disposition during such year of stock acquired pursuant to the exercise of incentive stock options and other annualized amounts that constitute taxable income to you from the Company plan for such year, without reduction for salary reduction amounts excludible from income as determined by the Board or the Compensation Committee in its sole discretion (provided such discretion would not have resulted in the payment failing to be considered performance-based compensation under Code Section 162(m) if the Executive were a covered employee), which amount shall be prorated based on the actual number of days elapsed in such year prior to the Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)); (iii) an amount equal to two (2) times the target annual cash bonus amount to which Executive would be entitled under Section 402(e)(33(c) or 125 of the Internal Revenue Code of 1986, as amended (the "Code"), or (B) your average "Compensation" (as defined below) for the three calendar years preceding with respect to the calendar year in which the change in control Termination Date occurs, determined as if Executive, Acadia and the Subsidiaries have achieved all of the Company occursperformance objectives specified in Executive’s bonus plan for such year at the target level, whether or not such objectives actually have been achieved as of the Termination Date (payable in a lump sum within ten (10) business days after the Termination Date); (iv) an amount equal to twenty-four (24) months of Executive’s Base Salary as in effect on the Termination Date (such 24-month period, the “Severance Period”), (payable in a lump sum within ten (10) business days after the Termination Date); (v) payment in respect of any unused paid time off and sick pay of Executive in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date); (vi) an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) for the period commencing on the Termination Date and ending on the date on which the Severance Period expires (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated or expires prior to expiration of the Severance Period, then Executive shall be entitled to continue to receive an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA (assuming such continued insurance coverage remained available at the same monthly cost) for the period commencing on the date of such termination or expiration and ending on the date on which the Severance Period expires; (vii) cause each stock option of Executive, to the extent that it shall not otherwise have become vested and exercisable, to automatically become fully and immediately vested and exercisable, without regard to any otherwise applicable vesting requirement; and (viii) cause each restricted stock or other equity-based award of Executive, to the extent that it shall not otherwise have become vested and exercisable, to automatically become fully and immediately vested and exercisable, without regard to any otherwise applicable vesting requirement, and all forfeiture and transfer restrictions thereon shall lapse. As used Notwithstanding the above, in this subsection 3(b)(iithe case of an equity-based incentive other than an option or stock appreciation right (e.g., a grant of performance-based shares) your "Compensation" where such incentive was intended to qualify as performance-based compensation under Code Section 162(m), the forfeiture restrictions related to pre-established goals shall mean your base salarynot lapse until the results of the related goals have been determined and certified by the Compensation Committee. Notwithstanding the foregoing, bonusExecutive shall not be entitled to receive such payments unless and until Executive signs and delivers the General Release substantially in the form attached hereto as Exhibit A; and provided further that Executive has not breached any of the provisions of Sections 5, income 6 and 7 hereof. Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the exercise date of nonqualified optionssuch “separation from service” of Executive and (ii) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, compensation income from any disqualifying disposition of stock acquired all payments delayed pursuant to the exercise immediately preceding sentence (whether they otherwise would have been payable in a single sum or in installments in the absence of incentive stock options such delay) shall be paid to Executive in a lump sum, and any other amounts all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. In addition, if Executive is a “specified employee,” to the extent that constitute welfare benefits to be provided to Executive pursuant to this Agreement are not “disability pay,” “death benefit” plans or non-taxable income to you from medical benefits within the Company, without reduction for salary reduction amounts excludible from income under meaning of Treasury Regulation Section 402(e)(31.409A-1(a)(5) or 125 other benefits not considered nonqualified deferred compensation within the meaning of that regulation, such provision of benefits shall be delayed until the end of the CodeDelay Period. Notwithstanding the foregoing, to the extent that the previous sentence applies to the provision of any ongoing health or welfare benefits that would not be required to be delayed if the premiums were paid by Executive, Executive shall pay the full cost of the premiums for such benefits during the Delay Period and the Company shall pay Executive an amount equal to the amount of such premiums paid by Executive during the Delay Period within ten (10) days after the end of Delay Period.

Termination Without Cause or With Good Reason. or Within 12 Months of Change in Control. If your In the event that Executive’s employment with the Company is terminated by the Corporation without Cause or by the Company or Executive with Good Reason by you, or by you Reason: (a) The Corporation shall pay all Accrued Obligations to Executive in a lump sum in cash within 12 months of a change in control of ten (10) days after the Company without Good Reason, then the Company Termination Date; (b) The Corporation shall pay to youExecutive, upon demand, no later than the following amounts Severance Payment Deadline (net of applicable payroll taxes): as defined in Section 3.3.4) an amount equal to one (i1) Your full base salary through times the Date of Termination at the rate Executive’s Annual Salary as in effect on the Termination Date, as salary continuation, payable over a period of twelve (12) months in equal installments per the Corporation’s regular payroll dates and procedures, less deductions as required by law or authorized by the Executive. The first installment shall be paid on the first regular payroll date the change in control of the Company occurs plus year-to-after the effective date accrued vacation.of the Release set forth in Section 3.3.4, and the last installment when the entire amount is paid. To the extent any such payment is not “deferred compensation” for purposes of Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”), then such payment shall commence upon the first due date for such salary continuation immediately after the date the release is executed and no longer subject to revocation (the “Release Effective Date”). The first such payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon the Termination Date, and any payments made thereafter shall continue as provided herein; (iic) As severance payThe Corporation shall pay to Executive, an amount in a lump sum in cash, on the one (1) year anniversary of the Termination Date, and in any event, no later than the Severance Payment Deadline, the average of the two (2) highest annual cash bonuses earned by Executive for the three (3) prior years or, if Executive has not been employed for three (3) years, the annual cash target bonus for the year of the Termination Date; and (d) For a one (1) year period beginning on the Termination Date, the Corporation shall reimburse Executive for the COBRA premiums above Executive’s employee contribution in order to provide medical and dental insurance benefits to Executive and/or Executive’s family at least equal to those which were provided at the product Termination Date; provided, further, that Executive agrees to elect COBRA coverage to the extent available under the Corporation’s health insurance plans. Any payment or reimbursement under this Section 3.3.2(d) that is taxable to Executive or any of 2.99 multiplied his family members shall be made (subject to the provisions of such health care plans that may require earlier payment) by December 31 of the greater of (A) the sum of your annualized salary for calendar year following the calendar year in which Executive or such family member incurred the change in control of the Company occurs, the maximum target bonus that could have been paid to you for such year if all applicable targets and objectives had been achieved, or if no formal bonus program is in effect, the largest bonus amount paid to you during any one of the three preceding calendar years, your income from the exercise of nonqualified options during such year, your compensation income from any disqualifying disposition during such year of stock acquired pursuant to the exercise of incentive stock options and other annualized amounts that constitute taxable income to you from the Company for such year, without reduction for salary reduction amounts excludible from income under Section 402(e)(3) or 125 of the Internal Revenue Code of 1986, as amended (the "Code"), or (B) your average "Compensation" (as defined below) for the three calendar years preceding the calendar year in which the change in control of the Company occurs. As used in this subsection 3(b)(ii) your "Compensation" shall mean your base salary, bonus, income from the exercise of nonqualified options, compensation income from any disqualifying disposition of stock acquired pursuant to the exercise of incentive stock options and any other amounts that constitute taxable income to you from the Company, without reduction for salary reduction amounts excludible from income under Section 402(e)(3) or 125 of the Codeexpense.

Termination Without Cause or With Good Reason. or Within 12 Months of Change in Control. If your employment with the Company Bancorp is terminated (other than for Disability or upon your death) by Bancorp without Cause by the Company or with Good Reason by you, or by you within 12 months of a change in control of the Company without with Good Reason, then subject to the Company limitations set forth in Section 4.5 of this Agreement, Bancorp shall pay to you, upon demand, the following amounts (net of applicable payroll taxes"Severance Payments"): (ia) Your your full base salary through the Date of Termination at the rate in effect on the date the change Change in control Control occurs; (b) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, an amount of severance pay equal to three times the sum 14 Mr. Xxxxxx X. Xxxxxxxx - 14 - January 4, 1996 of (i) your annual base salary, at the rate in effect on the date the Change in Control occurs, plus (ii) the average annual incentive compensation (if any) paid to you or accrued to your benefit (prior to any deferrals) in respect of the Company occurs plus year-to-date accrued vacationtwo fiscal years last ended prior to the fiscal year in which the Change in Control occurs; (c) all legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement); and (d) reimbursement in full of all reasonable amounts (up to a maximum of $50,000) paid or incurred by you for outplacement services in connection with obtaining other employment. (e) In addition, your Enhanced Retirement Benefit under the SERP as described in the SERP Agreement will be modified as follows: (i) Notwithstanding 6. 1.1 (f)(6) and 6. 1.1 (f)(7) of the SERP and Section 1.5 of the SERP Agreement, your right to an Enhanced Retirement Benefit will be fully vested and nonforfeitable as of the Date of Termination; (ii) As severance payIf you have not attained age 55 as of the Date of Termination, an amount equal to your Enhanced Retirement Benefit will commence on the product first day of 2.99 multiplied by the greater of (A) the sum of your annualized salary for the calendar year month in which you attain age 55; 15 Mr. Xxxxxx X. Xxxxxxxx - 15 - January 4, 1996 (iii) For purposes of computing your Target Benefit under the change SERP, you will continue to accrue Benefit Service after the Change in control of the Company occurs, the maximum target bonus that could have been paid to you for such year if all applicable targets and objectives had been achieved, or if no formal bonus program is in effect, the largest bonus amount paid to you during any one of the three preceding calendar years, your income from the exercise of nonqualified options during such year, your compensation income from any disqualifying disposition during such year of stock acquired pursuant to the exercise of incentive stock options and other annualized amounts that constitute taxable income to you from the Company for such year, without reduction for salary reduction amounts excludible from income under Section 402(e)(3) or 125 of the Internal Revenue Code of 1986, as amended (the "Code"), or (B) your average "Compensation" (as defined below) for the three calendar years preceding the calendar year in which the change in control of the Company occurs. As used in this subsection 3(b)(ii) your "Compensation" shall mean your base salary, bonus, income from the exercise of nonqualified options, compensation income from any disqualifying disposition of stock acquired pursuant to the exercise of incentive stock options and any other amounts that constitute taxable income to you from the Company, without reduction for salary reduction amounts excludible from income under Section 402(e)(3) or 125 of the Code.Control;

Termination Without Cause or With Good Reason. or Within 12 ----------------------------------------------------------------- Months of Change in Control. If your employment with the Company is terminated --------------------------- without Cause by the Company or with Good Reason by you, or by you within 12 months of a change in control of the Company without Good Reason, then the Company shall pay to you, upon demand, the following amounts (net of applicable payroll taxes): (i) Your full base salary through the Date of Termination at the rate in effect on the date the change in control of the Company occurs plus year-to-date accrued vacation. (ii) As severance pay, an amount equal to the product of 2.99 multiplied by the greater of (A) the sum of your annualized salary for the calendar year in which the change in control of the Company occurs, the maximum target bonus that could have been paid to you for such year if all applicable targets and objectives had been achieved, or if no formal bonus program is in effect, the largest bonus amount paid to you during any one of the three preceding calendar years, your income from the exercise of nonqualified options during such year, your compensation income from any disqualifying disposition during such year of stock acquired pursuant to the exercise of incentive stock options and other annualized amounts that constitute taxable income to you from the Company for such year, without reduction for salary reduction amounts excludible from income under Section 402(e)(3) or 125 of the Internal Revenue Code of 1986, as amended (the "Code"), or (B) your average "Compensation" (as defined below) for the three calendar years preceding the calendar year in which the change in control of the Company occurs. As used in this subsection 3(b)(ii) your "Compensation" shall mean your base salary, bonus, income from the exercise of nonqualified options, compensation income from any disqualifying disposition of stock acquired pursuant to the exercise of incentive stock options and any other amounts that constitute taxable income to you from the Company, without reduction for salary reduction amounts excludible from income under Section 402(e)(3) or 125 of the Code.