Common use of Without Cause; Good Reason Clause in Contracts

Without Cause; Good Reason. Except as set forth in paragraphs 7(b) and 7(c) below, if, during the term of this Agreement, the Bank shall terminate the Executive’s employment without Cause, the Bank will pay to the Executive, the sum of the Executive’s base salary over a period of twelve (12) months from the date of termination of employment. The Bank also shall maintain in full force and effect for the Executive’s continued benefit, for ninety (90) days from the date of termination of employment, all health and insurance plans as required by federal law, and provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Executive terminates his or her employment for Good Reason, the sum of the Executive’s base salary for ninety (90) days shall be paid to the Executive by the Bank in three equal monthly installments after the date of termination of employment. The Bank also shall maintain in full force and effect for the Executive’s continued benefit, for ninety (90) days from the date of termination of employment, all health and insurance plans as required by federal law, and provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. The Bank’s payment for health and insurance benefits pursuant to this paragraph shall not alter the Executive’s statutory entitlement to benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA) health benefit provisions and other applicable federal statutes and will not extend the period for which the Executive is entitled to such federal benefits. If the Bank reasonably determines that maintaining such health and insurance plans in full force and effect for the benefit of the Executive for ninety (90) days from the date of termination of employment is not feasible or is not permitted by the plan(s), the Bank shall pay the Executive a lump sum equal to the estimated cost of maintaining such plans for the Executive for ninety (90) days. In addition, stock option, restricted stock, and similar agreements with the Executive evidencing the grant of a stock option, restricted stock, or other award under a Company stock incentive plan, if applicable, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, to exercise the option. However, if the Executive terminates his or her employment without Good Reason, he or she will be eligible to receive nothing in severance and all such non-vested options or stock awards shall terminate.

Without Cause; Good Reason. Except as set forth In the event Officer’s employment is terminated by Employer Without Cause, or Officer resigns employment for Good Reason within a period of 90 days after the occurrence of the event giving rise to Good Reason, Officer shall be entitled to (i) the immediate vesting, to the extent not otherwise vested, of all equity incentive awards including Restricted Stock Unit awards granted to Officer, (ii) the Officer’s target Short-Term Cash Incentive Award for the period in paragraphs 7(b) and 7(c) belowwhich such termination occurs, if, during prorated to the term Termination Date in accordance with section 4.2 of this Agreement, the Bank shall terminate the Executive’s employment without Causeto be paid in a lump sum within 30 days of termination, the Bank will pay (iii) payment of an amount equal to the Executive, the sum of the Executiveproduct obtained by multiplying Officer’s then-current base salary over by 2.0, to be paid in lump sum within 30 days of termination. In addition, upon Officer’s receipt from Employer of a period Notice of twelve (12) months Termination Without Cause or Employer’s receipt from the date Officer of termination a Notice of employment. The Bank also shall maintain in full force and effect for the Executive’s continued benefit, for ninety (90) days from the date of termination of employment, all health and insurance plans as required by federal law, and provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Executive terminates his or her employment Termination for Good Reason, Officer shall receive, at the sum option of Employer, either (iv) Officer’s Annual Restricted Stock Unit Award computed pursuant to section 4.4 of this agreement for the Executive’s base salary for ninety fiscal year in which the Termination Date occurs, except that to the extent that the XXX multiplier (90if the quarter immediately prior to the Notice of Termination was a fiscal year end) days or Prorated XXX Multiplier (if the quarter immediately prior to the Notice of Termination was not a fiscal year end) is less than 1, the amount shall be paid computed assuming the product is equal to 1 or (v) an equivalent amount of cash payable in a lump-sum at termination. To the Executive extent provided by the Bank in three equal monthly installments federal COBRA law or, if applicable, state insurance laws, and by Employer’s current group health insurance policies, Officer will be eligible to continue Officer’s group health insurance benefits at Officer’s own expense. If Officer timely elects continued coverage under COBRA, Employer shall pay Officer’s COBRA premiums, and any applicable Employer COBRA premiums, necessary to continue Officer’s then-current coverage for a period of 12 months after the date of Officer’s termination of employment; provided, however, that any such payments will cease if Officer voluntarily enrolls in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. The Bank also shall maintain Executive agrees to immediately notify the Company in full force writing of any such enrollment. If and effect to the extent required to prevent a violation of Section 409A of the Code, Officer will pay the entire cost of such coverage for the Executive’s continued benefit, for ninety (90) days from first six months after the date of termination of employment, all health Termination and insurance plans as required by federal law, and provided that the ExecutiveEmployer will reimburse Officer for Officer’s continued participation is possible under the general terms and provisions share of such plans and programs. The Bankcosts on the six-month anniversary of Officer’s payment for health and insurance benefits pursuant to this paragraph shall not alter the Executive’s statutory entitlement to benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA) health benefit provisions and other applicable federal statutes and will not extend the period for which the Executive is entitled to such federal benefits. If the Bank reasonably determines that maintaining such health and insurance plans “separation from service” as defined in full force and effect for the benefit Section 409A of the Executive for ninety (90) days from the date of termination of employment is not feasible or is not permitted by the plan(s), the Bank shall pay the Executive a lump sum equal to the estimated cost of maintaining such plans for the Executive for ninety (90) days. In addition, stock option, restricted stock, and similar agreements with the Executive evidencing the grant of a stock option, restricted stock, or other award under a Company stock incentive plan, if applicable, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, to exercise the option. However, if the Executive terminates his or her employment without Good Reason, he or she will be eligible to receive nothing in severance and all such non-vested options or stock awards shall terminateCode.

Without Cause; Good Reason. Except as Upon the Officer’s furnishing to the Company an executed commercially reasonable waiver and release of claims, other than claims related to Employer’s obligations under this Agreement (the “Release”) within the applicable time period set forth therein, but in paragraphs 7(bno event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), in the event Officer’s employment is terminated by Employer Without Cause, or Officer resigns employment for Good Reason within a period of 90 days after the Cure Period, Officer shall be entitled to (i) and 7(cthe immediate vesting, to the extent not otherwise vested, of all equity incentive awards including Restricted Stock Unit awards granted to Officer, (ii) belowthe Officer’s target Annual Cash Incentive Award for the period in which such termination occurs, if, during prorated to the term Termination Date in accordance with section 4.2 of this Agreement, the Bank shall terminate the Executive’s employment without Causeto be paid in a lump sum within 30 days of termination, the Bank will pay (iii) payment of an amount equal to the Executive, the sum of the Executiveproduct obtained by multiplying Officer’s then-current base salary over by 2.0, to be paid in lump sum within 30 days of termination. In addition, upon Officer’s receipt from Employer of a period Notice of twelve (12) months from the date of termination of employment. The Bank also shall maintain in full force and effect for the ExecutiveTermination Without Cause or upon Officer’s continued benefit, for ninety (90) days from the date of termination of employment, all health and insurance plans as required by federal law, and provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Executive terminates his or her employment Termination for Good Reason, Officer shall receive, at the sum option of Employer, either (iv) Officer’s Annual Restricted Stock Unit Award computed pursuant to section 4.4 of this agreement for the Executive’s base salary for ninety fiscal year in which the Termination Date occurs, except that to the extent that the RSU Factor (90if the quarter immediately prior to the Notice of Termination was a fiscal year end) days or Prorated RSU Factor (if the quarter immediately prior to the Notice of Termination was not a fiscal year end) is less than 1, the amount shall be paid computed assuming the product is equal to 1 or (v) an equivalent amount of cash payable in a lump-sum at termination. To the Executive extent provided by the Bank in three equal monthly installments federal COBRA law or, if applicable, state insurance laws, and by Employer’s current group health insurance policies, Officer will be eligible to continue Officer’s group health insurance benefits at Officer’s own expense. If Officer timely elects continued coverage under COBRA, Employer shall pay Officer’s COBRA premiums, and any applicable Employer COBRA premiums, necessary to continue Officer’s then-current coverage for a period of 12 months after the date of Officer’s termination of employment; provided, however, that any such payments will cease if Officer voluntarily enrolls in a health insurance plan offered by another employer or entity during the period in which the Employer is paying such premiums. The Bank also shall maintain Executive agrees to immediately notify the Employer in full force writing of any such enrollment. If and effect to the extent required to prevent a violation of Section 409A of the Code, Officer will pay the entire cost of such coverage for the Executive’s continued benefit, for ninety (90) days from first six months after the date of termination Termination and Employer will reimburse Officer for Officer’s share of employmentsuch costs on the six-month anniversary of Officer’s “separation from service” as defined in Section 409 A of the Code. Notwithstanding the foregoing, all health and insurance plans as required by federal lawif the Employer determines, and provided in its sole discretion, that the Executive’s continued participation is possible Employer cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under the general terms and provisions of such plans and programs. The Bank’s payment for health and insurance benefits pursuant to this paragraph shall not alter the Executive’s statutory entitlement to benefits under the Consolidated Omnibus Budget Reconciliation Act applicable law (COBRA) health benefit provisions and other applicable federal statutes and will not extend the period for which the Executive is entitled to such federal benefits. If the Bank reasonably determines that maintaining such health and insurance plans in full force and effect for the benefit including, without limitation, Section 2716 of the Executive for ninety (90) days from the date of termination of employment is not feasible or is not permitted by the plan(sPublic Health Service Act), the Bank Employer shall in lieu thereof pay Officer a taxable cash amount, which payment shall be made regardless of whether Officer or Officer’s eligible family members elect health care continuation coverage (the Executive a lump sum “Health Care Benefit Payment’). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA Premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the estimated cost of maintaining such plans amount that the Employer would have otherwise paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the Executive for ninety (90) days. In addition, stock option, restricted stockfirst month of coverage), and similar agreements with shall be paid until the Executive evidencing earlier of (i) expiration of the grant of a stock option, restricted stockCOBRA Payment Period, or other award under a Company stock incentive plan, if applicable, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of (ii) the date of termination of employment without Cause Officer voluntarily enrolls in a health insurance plan offered by another employer or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, to exercise the option. However, if the Executive terminates his or her employment without Good Reason, he or she will be eligible to receive nothing in severance and all such non-vested options or stock awards shall terminateentity.