Common use of Without Cause or For Good Reason Following a Change in Control Clause in Contracts

Without Cause or For Good Reason Following a Change in Control. If, prior to the expiration of the Term and within two years following a Change in Control, the Company terminates the Executive’s employment without Cause (other than for Disability) or the Executive terminates his employment for Good Reason, the Executive shall be entitled to receive: (a) Within ten days after the date of termination, a lump-sum payment equal to the sum of: (i) The cash amounts described in Section 4.1 above; (ii) Two times the Executive’s Base Salary as then in effect; and (iii) Two times the amount of the Incentive Bonus paid to the Executive for the most recently completed fiscal year. (b) Continuation of medical benefits under the Company’s group health plan as in effect from time to time for the Executive and his spouse and covered dependents for 36 months. Coverage during the first 18 months is subject to the Executive’s timely payment of premiums at active employee rates for such coverage and shall be concurrent with coverage under COBRA, provided that the Executive timely elects COBRA continuation coverage, and provided, further, that if such premium subsidization results in adverse tax consequences for the Company or the Executive, the Executive shall pay the entire premium for such coverage and the Company shall reimburse the Executive monthly, on an after-tax basis, for the cost of such coverage in excess of the active employee premium. Coverage for the remainder of the 36-month continuation period is subject to the Executive’s payment of the entire premium for such coverage. The medical benefits provided under this Section shall terminate at such time that the Executive and his spouse and covered dependents become eligible for medical benefits under any other benefit plan or policy to the extent not prohibited by COBRA. (c) All unexercised stock options, outstanding unpaid restricted stock or restricted stock units and equity incentive compensation awards previously granted to the Executive shall be exercisable or paid, as the case may be, in accordance with the applicable agreement or award between the Company and the Executive. Notwithstanding the foregoing, in the event the Change in Control is not a change in ownership or effective control within the meaning of Code Section 409A (as defined in Section 13 below) and the regulations thereunder, payment of the amounts described in Section 4.4(a)(ii) and 4.4(a)(iii) shall be paid over the same time frame and in the same manner as the payments described in Section 4.2(b) and 4.2(c), respectively.

Without Cause or For Good Reason Following a Change in Control. If, prior to the expiration of the Term or Renewal Term and within two (2) years following a Change in Control, the Holding Company terminates and Bank terminate the Executive’s employment without Cause (other than for Disability) or the Executive terminates his employment for Good Reason, the Executive shall be entitled to receive: (areceive the payments and benefits set forth in this Section 5(e) Within ten days after in lieu of the date of terminationpayments and benefits set forth in Section 5(b), a lump-sum payment equal which shall be paid to the sum ofExecutive or, after Executive’s death, to the Executive’s estate or beneficiary, as applicable, as follows: (i) The Bank shall pay the Executive the cash amounts described in Section 4.1 5(a) above;. (ii) Two The Bank shall pay the Executive an amount in cash equal to three (3) times the sum of (A) the Executive’s Base Salary as then in effect; and, (B) the Annual Bonus earned by the Executive for the year prior to the year in which the Change in Control occurs, and (C) the grant date fair value of the Annual Equity Incentive received by the Executive in the year prior to the year in which the Change in Control occurs, in a lump sum within ten (10) days following the Termination Date. (iii) Two times Within ten (10) days following the amount of Termination Date, the Incentive Bonus paid Bank shall pay to the Executive a single lump sum payment in an amount equal to thirty-six (36) times the Bank’s monthly COBRA charge in effect on the Termination Date for the most recently completed fiscal yeartype of Bank-provided group health plan coverage in effect for the Executive (e.g., family coverage) on the Termination Date less the active employee charge for such coverage in effect on the Termination Date. (biv) Continuation The Executive will be vested in full with respect to all of medical benefits under the Company’s group health plan as in effect from time to time for the Executive and his spouse and covered dependents for 36 months. Coverage during the first 18 months is subject to the Executive’s timely payment of premiums at active employee rates for such coverage and shall be concurrent with coverage under COBRA, provided that the Executive timely elects COBRA continuation coverage, and provided, further, that if such premium subsidization results in adverse tax consequences for the Company or the Executive, the Executive shall pay the entire premium for such coverage and the Company shall reimburse the Executive monthly, on an after-tax basis, for the cost of such coverage in excess of the active employee premium. Coverage for the remainder of the 36-month continuation period is subject to the Executive’s payment of the entire premium for such coverage. The medical benefits provided under this Section shall terminate at such time that the Executive and his spouse and covered dependents become eligible for medical benefits under any unvested stock options and/or other benefit plan or policy to the extent not prohibited by COBRA. (c) All unexercised stock options, outstanding unpaid restricted stock or restricted stock units and equity incentive compensation awards previously granted to the Executive shall be exercisable or paid, as that would have vested based solely on the case may be, in accordance with the applicable agreement or award between the Company and continued employment of the Executive. Notwithstanding , effective as of the foregoing, in time the event the Change in Control is not a change in ownership or effective control within the meaning of Code Section 409A (as defined Release Agreement set forth in Section 13 below5(g) below becomes effective and the regulations thereunder, payment of the amounts described in Section 4.4(a)(ii) and 4.4(a)(iii) shall be paid over the same time frame and in the same manner as the payments described in Section 4.2(b) and 4.2(c), respectivelyirrevocable.

Without Cause or For Good Reason Following a Change in Control. If, prior to the expiration of If during the Term and within two (2) years following a Change in Control, the Holding Company terminates and Bank terminate the Executive’s employment without Cause (other than for Disability) or the Executive terminates his employment for Good Reason, the Executive shall be entitled to receive: (areceive the payments and benefits set forth in this Section 5(e) Within ten days after in lieu of the date of terminationpayments and benefits set forth in Section 5(b), a lump-sum payment equal which shall be paid to the sum ofExecutive or, after Executive’s death, to the Executive’s estate or beneficiary, as applicable, as follows: (i) The cash amounts Bank shall pay the Executive the Accrued Benefits as described in Section 4.1 5(a) above;. (ii) Two The Bank shall pay the Executive an amount (the “CIC Severance Amount”) in cash equal to three (3) times the sum of (A) the Executive’s Base Salary as then in effect; and, and (B) the cash Annual Bonus earned by the Executive for the year prior to the year in which the Change in Control occurs in a lump sum on the sixtieth (60th) day following the Termination Date. (iii) Two times Within sixty (60) days following the amount of Termination Date, the Incentive Bonus paid Bank shall pay to the Executive a single lump sum payment in an amount equal to thirty-six (36) times the Bank’s monthly COBRA charge in effect on the Termination Date for the most recently completed fiscal yeartype of Bank-provided group health plan coverage in effect for the Executive (e.g., family coverage) on the Termination Date less the active employee charge for such coverage in effect on the Termination Date. (biv) Continuation The Executive will be vested in full with respect to all of medical benefits under the Company’s group health plan as in effect from time to time for the Executive and his spouse and covered dependents for 36 months. Coverage during the first 18 months is subject to the Executive’s timely payment of premiums at active employee rates for such coverage and shall be concurrent with coverage under COBRA, provided that the Executive timely elects COBRA continuation coverage, and provided, further, that if such premium subsidization results in adverse tax consequences for the Company or the Executive, the Executive shall pay the entire premium for such coverage and the Company shall reimburse the Executive monthly, on an after-tax basis, for the cost of such coverage in excess of the active employee premium. Coverage for the remainder of the 36-month continuation period is subject to the Executive’s payment of the entire premium for such coverage. The medical benefits provided under this Section shall terminate at such time that the Executive and his spouse and covered dependents become eligible for medical benefits under any unvested stock options and/or other benefit plan or policy to the extent not prohibited by COBRA. (c) All unexercised stock options, outstanding unpaid restricted stock or restricted stock units and equity incentive compensation awards previously granted to the Executive shall be exercisable or paid, (other than as explicitly provided for in an award agreement) that would have vested based solely on the case may be, in accordance with the applicable agreement or award between the Company and continued employment of the Executive. Notwithstanding , effective as of the foregoing, in time the event the Change in Control is not a change in ownership or effective control within the meaning of Code Section 409A (as defined Release Agreement set forth in Section 13 below5(g) below becomes effective and the regulations thereunder, payment of the amounts described in Section 4.4(a)(ii) and 4.4(a)(iii) shall be paid over the same time frame and in the same manner as the payments described in Section 4.2(b) and 4.2(c), respectivelyirrevocable.

Without Cause or For Good Reason Following a Change in Control. If, prior to If at any time within the expiration of the Term and within two years twelve (12) months following a Change in ControlControl of the Company, the Company terminates the Executive’s your employment without Cause (other than for Disability) Cause, or the Executive terminates his you terminate your employment for Good Reason, the Executive Company shall be entitled to receive: (a) Within ten days after pay you all base salary and accrued and unused vacation earned through the date of termination, a lump-sum payment equal at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, upon your furnishing to the sum of:Company an effective Release in the form attached hereto as Exhibit A within the time period set forth therein, but in no event later than forty-five (45) days following your termination date, you shall be entitled to the following (collectively, the “Change in Control Severance Benefits”): (i) The cash amounts described the equivalent of twelve (12) months of your annual base salary in effect at the time of termination (not taking into account any reduction in your base salary that would give rise to your right to resign for Good Reason pursuant to Section 4.1 above;4.6.2(ii)), less standard deductions and withholdings, to be paid in a single lump sum on the first regularly-scheduled payroll date following the effective date of the Release; and (ii) Two times in the Executive’s Base Salary event you are eligible for and timely elect continued coverage under COBRA, payment of the same portion of your COBRA health insurance premiums as then the Company paid during your employment, for the period commencing on the first day of the first full calendar month following the effective date of the Release and ending on the earlier of (i) the last day of the twelfth full calendar month following the effective date of the Release; or (ii) the date on which you become enrolled in effectthe group health insurance plan of another employer; and (iii) Two times provided that the amount Company determines, in its sole discretion, that as of the Incentive date of your termination of employment, you and/or the Company are on track to achieve all Bonus paid to Milestones by the Executive end of the applicable performance period, a pro-rata portion of the Target Annual Bonus for the most recently completed fiscal year.year in which your employment is terminated, calculated based upon the total number of days elapsed in the calendar year as of the termination date, such amount to be paid in a single lump sum on the first regularly-scheduled payroll date following the effective date of the Release (as defined therein); and (biv) Continuation pursuant to your Restricted Stock Purchase Agreement with the Company (the “Purchase Agreement”), effective as of medical benefits under the effective date of the Release the Company’s group health plan as in effect from time to time for the Executive and his spouse and covered dependents for 36 months. Coverage during the first 18 months is subject to the Executive’s timely payment of premiums at active employee rates for such coverage and shall be concurrent with coverage under COBRA, provided that the Executive timely elects COBRA continuation coverage, and provided, further, that if such premium subsidization results in adverse tax consequences for the Company or the Executive, the Executive shall pay the entire premium for such coverage and the Company shall reimburse the Executive monthly, on an after-tax basis, for the cost of such coverage in excess of the active employee premium. Coverage for the remainder of the 36-month continuation period is subject to the Executive’s payment of the entire premium for such coverage. The medical benefits provided under this Section shall terminate at such time that the Executive and his spouse and covered dependents become eligible for medical benefits under any other benefit plan or policy to the extent not prohibited by COBRA. (c) All unexercised stock options, outstanding unpaid restricted stock or restricted stock units and equity incentive compensation awards previously granted to the Executive shall be exercisable or paid, as the case may be, in accordance with the applicable agreement or award between the Company and the Executive. Notwithstanding the foregoing, in the event the Change in Control is not a change in ownership or effective control within the meaning of Code Section 409A Repurchase Option (as defined in Section 13 belowthe Purchase Agreement) and the regulations thereunder, payment shall automatically lapse as to 100% of your shares of the amounts described in Section 4.4(a)(ii) and 4.4(a)(iii) Company’s common stock, such that all such shares shall be paid over the same time frame and in the same manner as the payments described in Section 4.2(b) and 4.2(c)immediately become fully vested. Xxxxx Xxxxxx October 18, respectively.2007

Without Cause or For Good Reason Following a Change in Control. If, prior to the expiration of If during the Term and within two years one (1) year following a Change in Control, the Holding Company terminates and Bank terminate the Executive’s employment without Cause (other than for Disability) or the Executive terminates his the Executive’s employment for Good Reason, the Executive shall be entitled to receive: (areceive the payments and benefits set forth in this Section 5(e) Within ten days in lieu of the payments and benefits set forth in Section 5(b), which shall be paid to the Executive or, after the date of terminationExecutive’s death, a lump-sum payment equal to the sum ofExecutive’s estate or beneficiary, as applicable, as follows: (i) The cash amounts Bank shall pay the Executive the Accrued Benefits as described in Section 4.1 5(a) above;. (ii) Two The Bank shall pay the Executive an amount (the “CIC Severance Amount”) in cash equal to two (2) times the sum of (A) the Executive’s Base Salary as then in effect; and, and (B) the cash Annual Bonus earned by the Executive for the year prior to the year in which the Change in Control occurs in a lump sum on the sixtieth (60th) day following the Termination Date. (iii) Two times Within sixty (60) days following the amount of Termination Date, the Incentive Bonus paid Bank shall pay to the Executive a single lump sum payment in an amount equal to twenty-four (24) times the Bank’s monthly COBRA charge in effect on the Termination Date for the most recently completed fiscal yeartype of Bank-provided group health plan coverage in effect for the Executive (e.g., family coverage) on the Termination Date less the active employee charge for such coverage in effect on the Termination Date. (biv) Continuation The Executive will be vested in full with respect to all of medical benefits under the Company’s group health plan as in effect from time to time for the Executive and his spouse and covered dependents for 36 months. Coverage during the first 18 months is subject to the Executive’s timely payment of premiums at active employee rates for such coverage and shall be concurrent with coverage under COBRA, provided that the Executive timely elects COBRA continuation coverage, and provided, further, that if such premium subsidization results in adverse tax consequences for the Company or the Executive, the Executive shall pay the entire premium for such coverage and the Company shall reimburse the Executive monthly, on an after-tax basis, for the cost of such coverage in excess of the active employee premium. Coverage for the remainder of the 36-month continuation period is subject to the Executive’s payment of the entire premium for such coverage. The medical benefits provided under this Section shall terminate at such time that the Executive and his spouse and covered dependents become eligible for medical benefits under any other benefit plan or policy to the extent not prohibited by COBRA. (c) All unexercised unvested stock options, outstanding unpaid restricted stock or restricted stock units and units, and/or other equity incentive compensation awards previously granted to the Executive shall be exercisable or paid, (other than as explicitly provided for in an award agreement) that would have vested based solely on the case may be, in accordance with the applicable agreement or award between the Company and continued employment of the Executive. Notwithstanding , effective as of the foregoing, in time the event the Change in Control is not a change in ownership or effective control within the meaning of Code Section 409A (as defined Release Agreement set forth in Section 13 below5(g) below becomes effective and the regulations thereunder, payment of the amounts described in Section 4.4(a)(ii) and 4.4(a)(iii) shall be paid over the same time frame and in the same manner as the payments described in Section 4.2(b) and 4.2(c), respectivelyirrevocable.