Common use of Without Cause; Good Reason Clause in Contracts

Without Cause; Good Reason. Subject to Section 6(e) below, Employee shall be entitled to certain severance consideration described below, payable at the times and in the form set forth in Section 6(d) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b), or (y) by Employee for Good Reason pursuant to Section 5(c): (i) If such termination occurs during the Protection Period (as defined below), the Company shall provide Employee with a severance payment (“Change in Control Severance Payment”) in an amount equal to two (2) times the sum of (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B) the greater of (1) the value of Employee’s Annual Bonus received for the most recently completed Bonus Year prior to the Termination Date, or (2) 25% of the Employee’s Base Salary as in effect immediately prior to the Termination Date. (ii) If such termination does not occur during the Protection Period (as defined below), the Company shall provide Employee with a severance payment (“Severance Payment”) in an amount equal to the greater of (A) the Change in Control Severance Payment, or (B) the sum of (1) the value of the Base Salary, as currently in effect, the Employee would have received under this Agreement for the time period beginning on the Termination Date and ending on the last date of the then-existing Initial Term or Renewal Term and (2) the greater if (i) the value Employee’s Annual Bonus received for the most recently completed Bonus Year prior to the Termination Date and (ii) 25% of the Employee’s Base Salary as in effect immediately prior to the Termination Date.

Without Cause; Good Reason. Subject to Section 6(e) belowIf either the Bank terminates the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason, Employee the Executive shall be entitled to certain severance consideration described below(i) the Accrued Obligations (as defined in Section 6(a)), payable at and (ii) upon Executive’s signing the times Release attached as Exhibit A, which Release must be signed, delivered and in not revoked within the form period set forth in Section 6(d) belowthe Release, if Employee’s employment is terminated during payment of severance in the Employment Period (x) by the Company without Cause pursuant to Section 5(b), or (y) by Employee for Good Reason pursuant to Section 5(c): (i) If such termination occurs during the Protection Period (as defined below), the Company shall provide Employee with a severance payment (“Change in Control Severance Payment”) in an amount equal to two (2) times the sum of of: (A) Employee’s Base Salary as in effect immediately if termination occurs prior to the Termination Date and (B) first anniversary of the greater of (1) the value of Employee’s Annual Bonus received for the most recently completed Bonus Year prior to the Termination Effective Date, or six (26) 25months of the Executive’s base salary in effect at the time of termination, plus 50% of the Employee’s Base Salary as in effect immediately prior to target annual incentive for the Termination Date. (ii) If such termination does not occur during year of the Protection Period (as defined below)termination, the Company shall provide Employee with a severance payment (“Severance Payment”) in an amount equal to the greater of (A) the Change in Control Severance Payment, less all applicable withholdings; or (B) if termination occurs after the sum of (1) the value first anniversary of the Base SalaryEffective Date, but not in connection with the expiration or non-renewal of the Initial Term or any Renewal Term, as currently set forth in effectsub-section (C) below, two weeks of base salary in effect at the Employee would have received under this Agreement date of termination per year of service (allowing credit for the time Executive’s years of service at MFC), less all applicable withholdings, and capped at a maximum of twenty-six (26) weeks, with any such applicable severance payment related to sub-sections (A) or (B) to be paid over a six-month period beginning on in equal installments in accordance with the Termination Date and ending on Bank’s normal payroll, commencing with the last first regular payroll following the effective date of the thenRelease; or (C) if termination occurs upon the expiration or non-existing renewal of the Initial Term or any Renewal Term and (2) the greater if (i) the value Employee’s Annual Bonus received for the most recently completed Bonus Year prior to the Termination Date and (ii) 25% Term, one year of the EmployeeExecutive’s Base Salary as base salary in effect immediately prior at the date of the expiration or non-renewal, subject to all applicable withholdings, such severance payment to be payable over a twelve-month period in equal installments in accordance with the Termination Datenormal payroll of the Bank, commencing with the first regular payroll following the effective date of the Release.

Without Cause; Good Reason. Subject to Section 6(e) below, Employee shall be entitled to certain severance consideration described below, payable at the times and in the form set forth in Section 6(d) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b), or (y) by Employee for Good Reason pursuant to Section 5(c): (i) i. If such termination occurs during the Protection Period (as defined below), the Company shall provide Employee with a severance payment (“Change in Control Severance Payment”) in an amount equal to two (2) times the sum of (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B) the greater of (1) the value of Employee’s Annual Bonus received for the most recently completed Bonus Year prior to the Termination Date, or (2) 25% of the Employee’s Base Salary as in effect immediately prior to the Termination Date. (ii) . If such termination does not occur during the Protection Period (as defined below), the Company shall provide Employee with a severance payment (“Severance Payment”) in an amount equal to the greater of (A) the Change in Control Severance Payment, or (B) the sum of (1) the value of the Base Salary, as currently in effect, the Employee would have received under this Agreement for the time period beginning on the Termination Date and ending on the last date of the then-existing Initial Term or Renewal Term and (2) the greater if (i) the value Employee’s Annual Bonus received for the most recently completed Bonus Year prior to the Termination Date and (ii) 25% of the Employee’s Base Salary as in effect immediately prior to the Termination Date.

Without Cause; Good Reason. Subject In the event Officer’s employment is terminated by Employer Without Cause, or Officer resigns employment for Good Reason, subject to execution of a customary general release in compliance with 5.3.7 below (or, if such requirement is waived by Employer pursuant to Section 6(e) 5.3.7 below, Employee a waiver of the requirement for a customary release), Officer shall be entitled to certain severance consideration the benefits described in this Section 5.3.4 (“Severance Benefits”). The Severance Benefits shall include: (i) the immediate vesting, to the extent not otherwise vested, of all equity incentive awards, including Restricted Stock Unit Awards, granted to Officer; (ii) Officer’s Target Annual Cash Incentive Award for the Fiscal Year in which such termination occurs, prorated to the Termination Date (as defined in Section 9.1 below) in accordance with Section 4.2.8 of this Agreement, payable to be paid at the times time set out in Section 4.2.7; and (iii) payment of an amount equal to the product obtained by multiplying 39700561v.1 Officer’s then-current base salary by two (2), to be paid in lump sum, in either case, the form later of the Release Date (as defined in Section 5.3.7 below) or the time set forth in Section 6(d4.3.2. In addition, upon Officer’s receipt from Employer of a Notice of Termination (as defined in Section 9.1 below) Without Cause or Employer’s receipt from Officer of a Notice of Termination (as defined in Section 9.1 below) for Good Reason, if Employeethe Severance Benefits shall include at the option of Employer, either (iv) Officer’s employment is terminated during Annual Restricted Stock Unit Award for the Employment Period Fiscal Year in which the Termination Date (xas defined in Section 9.1 below) by the Company without Cause pursuant to Section 5(b)occurs, or (yv) an equivalent amount of cash to be paid by Employee for Good Reason pursuant to Section 5(c): (i) If such termination occurs during the Protection Period later of the Release Date (as defined in Section 5.3.7 below)) or the time set out in Section 4.3.2. If Employer elects to grant Officer an Annual Restricted Stock Unit Award under subsection (iv) of this paragraph, the Company Employer shall provide Employee with a severance payment (“Change in Control Severance Payment”) in an amount equal to two (2) times the sum of (A) Employee’s Base Salary as in effect immediately make such grant prior to the Termination Date and (B) the greater of (1) the value of Employee’s Annual Bonus received for the most recently completed Bonus Year prior to the Termination Date, or (2) 25% of the Employee’s Base Salary as in effect immediately prior to the Termination Date. (ii) If such termination does not occur during the Protection Period (as defined in Section 9.1 below), the Company with such grant being subject to vesting as described in this paragraph. Such grant shall provide Employee with a severance payment (“Severance Payment”) vest in an amount equal to the greater of (A) the Change in Control Severance Payment, or (B) the sum of (1) the value of the Base Salary, as currently in effect, the Employee would have received under this Agreement for the time period beginning its entirety on the Termination Date and ending on the last date of the filing of Employer’s Form 10-K with the U.S. Securities and Exchange Commission provided that Employer’s after-tax net income reported in the 10-K for the Fiscal Year is greater than zero ($0). If Employer’s after-tax net income for the Fiscal Year is zero ($0) or less, then the Annual Restricted Stock Unit Award will not vest and the Annual Restricted Stock Unit Award shall terminate in its entirety. To the extent provided by the federal COBRA law or, if applicable, state insurance laws, and by Employer’s then-existing Initial Term 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 twelve (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 Renewal Term entity during the period in which the Employer is paying such premiums. Officer agrees to immediately notify the Employer in writing of any such enrollment. If and (2) to the greater if (i) extent required to prevent a violation of Section 409A of the value Employee’s Annual Bonus received Internal Revenue Code, Officer will pay the entire cost of such coverage for the most recently completed Bonus Year prior to first six (6) months after the date of Termination Date and (ii) 25% Employer will reimburse Officer for Officer’s share of such costs on the Employeesix-month anniversary of Officer’s Base Salary “separation from service” as defined in effect immediately prior to the Termination Date.Section 409A.

Without Cause; Good Reason. Subject to Section 6(eIf the Bank shall terminate Executive's employment without Cause (including the cessation of employment as a result of the Bank's non-renewal or expiration of this Agreement) belowor Executive shall terminate employment for Good Reason (which shall not include the cessation of employment as a result of the Executive's non-renewal or expiration of this Agreement), Employee Executive shall be entitled to certain severance consideration described belowthe Accrued Obligations (as defined in Section 6(a)) and, payable at subject to Executive's signing, delivering and not revoking the times Release attached as Exhibit A, which Release must be signed, delivered and in not revoked within the form period set forth in Section 6(d) belowthe Release, if Employee’s employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b), or (y) by Employee for Good Reason pursuant to Section 5(c):following: (i) If such Payment of an amount equal to twenty-four (24) months of Executive's base salary in effect at the time of termination, payable in accordance with the regular pay periods of the Bank (but no less frequently than monthly and in equal installments) beginning on the first payroll date following the date of termination occurs of employment provided, however, that all payments otherwise due during the Protection Period first sixty (as defined below)60) days following termination of employment shall be accumulated and, if the Company shall provide Employee with a severance payment Release requirements have been met, paid on the sixtieth (“Change in Control Severance Payment”60th) in day following termination of employment. (ii) Payment of an amount equal to two (2) times the sum average of (A) Employee’s Base Salary as in effect immediately prior to the Termination Date and (B) the greater of (1) the value of Employee’s Annual Bonus received annual bonuses payable for the most recently completed Bonus Year prior to the Termination Date, or two (2) 25% calendar years preceding the calendar year in which the termination occurs. If no bonus was paid in an applicable year then it shall be calculated in computing the average as zero. Such amount shall be payable in equal installments over a period of twenty-four (24) months in accordance with the regular pay periods of the Employee’s Base Salary Bank (but not less frequently than monthly) in the same manner and at the same time as the payments in effect immediately prior to the Termination DateSection 7(a)(i). (iiiii) If such termination does not occur during the Protection Period (as defined below), the Company shall provide Employee with a severance payment (“Severance Payment”) in Payment of an amount equal to the greater product of twenty-four (A24) times the Change in Control Severance Payment, or (B) the sum of (1) the value monthly rate of the Base SalaryBank's subsidy for coverage in its medical, as currently dental and vision plans for active employees (including any applicable coverage for spouses and dependents) in effect, the Employee would have received under this Agreement for the time period beginning effect on the Termination Date and ending date of termination, payable in a lump sum on the last date sixtieth (60th) day following termination of the then-existing Initial Term or Renewal Term and (2) the greater if (i) the value Employee’s Annual Bonus received for the most recently completed Bonus Year prior to the Termination Date and (ii) 25% of the Employee’s Base Salary as in effect immediately prior to the Termination Dateemployment.