Common use of Without Just Cause Clause in Contracts

Without Just Cause. The Company may, by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from Service, for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such Separation from Service occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the base salary provided pursuant to Section 2 hereof, as in effect on the date of Separation from Service; (ii) An amount equal to the Bonuses received by or payable to the Employee in the calendar year prior to the calendar year of the Employee’s Separation from Service; and (iii) Cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company of invoices, bills, or other proof of payment by the Employee) of (A) all other Employee Benefits (all as defined in subsection 4(a) excluding Bonuses which will be made in accordance with the terms and conditions of the applicable plans or agreements) and (B) all Automobile Benefits (as defined in subsection 4(b)) and professional and club dues the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from Service, based upon the benefit levels substantially equal to those provided for the Employee at the date of the Employee’s Separation from Service. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 8(d)(ii) net of all income and payroll taxes that would not have been payable by the Employee had he continued participation in the benefit plan or program instead of receiving cash reimbursement. Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsection 8(d) exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(ii) shall be paid in one lump sum within ten days of such Separation from Service. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.

Without Just Cause. The Company may, by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from Service, for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such Separation from Service occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the base salary provided pursuant to Section 2 hereof, as in effect on the date of Separation from Service; (ii) An amount equal to the Bonuses received by or payable to the Employee in the calendar year prior to the calendar year of the Employee’s Separation from Service; and (iii) Cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company of invoices, bills, or other proof of payment by the Employee) of (A) all other Employee Benefits (all as defined in subsection 4(a) excluding Bonuses which will be made in accordance with the terms and conditions of the applicable plans or agreements) and (B) all Automobile Benefits (as defined in subsection 4(b)) and professional and club dues the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from Service, based upon the benefit levels substantially equal to those provided for the Employee at the date of the Employee’s Separation from Service. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 8(d)(ii8(d)(iii) net of all income and payroll taxes that would not have been payable by the Employee had he continued participation in the benefit plan or program instead of receiving cash reimbursement. Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsection 8(d) exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(ii) shall be paid in one lump sum within ten days of such Separation from Service. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.

Without Just Cause. The Company may, by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from Service, for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such Separation from Service occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the The base salary provided pursuant to Section 2 hereof, as in effect on the date of Separation from Service, through the Expiration Date of this Agreement as determined pursuant to Section 5 hereof (including any renewal or extension of this Agreement) (the “Expiration Date”); (ii) An amount equal to the Bonuses bonuses received by or payable to the Employee in the calendar year prior to the calendar year of the Employee’s Separation from Service, for each year remaining through the Expiration Date; and (iii) Cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company of invoices, bills, or other proof of payment by the Employee) of (A) premiums for full supplemental Medicare coverage, at no cost to the Employee or his spouse, at the best level of coverage available which shall include prescription drug coverage for both the Employee and his spouse, until the death of the Employee and his spouse, and life insurance (all as described in subsection 4(b)); (B) all other Employee Benefits (all as defined in subsection 4(a)), excluding benefits under the First Financial Corporation 2011 Omnibus Equity Incentive Plan (the “2011 Omnibus Plan”) excluding Bonuses which will be made in accordance with the terms and conditions of the applicable plans or agreements) that Plan); and (BC) professional and club dues, the cost of Employee’s continuing legal education requirements (as described in subsection 4(c)), all Automobile Benefits (as defined in subsection 4(b4(d)) and professional and club dues all other benefits which the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from ServiceExpiration Date, based upon the benefit levels substantially equal to those provided for the Employee at the date of the Employee’s Separation from Service. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 8(d)(ii8(d)(iii) net of all income and payroll taxes that would not have been payable by the Employee had he continued participation in the benefit plan or program instead of receiving cash reimbursement. Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsection 8(d) exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(ii) shall be paid in one lump sum within ten days of such Separation from Service. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.

Without Just Cause. The Company Board may, by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from Service, time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such Separation from Service termination occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the The base salary provided pursuant to Section 2 hereof, hereof as in effect on the date of Separation from Servicetermination, through the Expiration Date of this Agreement as determined pursuant to Section 5 hereof (including any renewal or extension of this Agreement) (the “Expiration Date”); (ii) An amount equal to the Bonuses bonuses received by or payable to the Employee in the calendar year prior to the calendar year of in which the Employee’s Separation from ServiceEmployee is terminated, for each year remaining through the Expiration Date; and (iii) Cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company Bank of invoices, bills, or other proof of payment by the Employee) of (A) all health insurance premiums for the Employee, his spouse and child living in the Employee’s household and Medicare supplement insurance, and life insurance (all as described in subsection 4(b)); (B) all other Employee Benefits (all as defined in subsection 4(a) excluding Bonuses payments under the LTIP which will be made in accordance with the terms and conditions of the applicable plans or agreements) LTIP); and (BC) professional and club dues, the cost of Employee’s continuing legal education requirements (as described in subsection 4(c)), all Automobile Benefits (as defined in subsection 4(b4(d)) and professional and club dues other benefits which the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from ServiceExpiration Date, based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of the Employee’s Separation from Servicetermination of employment. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 8(d)(ii8(d)(iii) net of all income and payroll taxes that would not have been payable by the Employee had he continued participation in the benefit plan or program instead of receiving cash reimbursement. Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Servicetermination of employment, the present value of the benefits payable under subsection 8(dsubsections 8(d)(i), (ii) exceeds and (iii) exceed any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(ii(ii) shall be paid in one lump sum within ten days of such Separation from Servicetermination. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s Separation from Servicetermination of employment, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: of (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.

Without Just Cause. The Company Subject to Section 11 hereof, the Board may, ------------------ by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from Service, time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such Separation from Service occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): benefits: (i) One times the base any salary provided pursuant to Section 2 hereof, as in effect on up to the date of Separation from Service; termination of the term (including any renewal term) of this Agreement (the "Termination Date"), plus said salary for an additional 12-month period, provided that the aggregate compensation paid to the Employee under this Clause (i) shall not exceed three times the Employee's total compensation for the most recent calendar year; and (ii) An amount equal to the Bonuses received by or payable to the Employee in the calendar year prior to the calendar year of the Employee’s Separation from Service; and (iii) Cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company of invoicesobtaining all health, billslife, or disability and other proof of payment by the Employee) of (A) all other Employee Benefits (all as defined in subsection 4(a) excluding Bonuses benefits which will be made in accordance with the terms and conditions of the applicable plans or agreements) and (B) all Automobile Benefits (as defined in subsection 4(b)) and professional and club dues the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from Service, Termination Date based upon the benefit levels substantially equal to those that the Holding Company provided for the Employee at the date of the Employee’s Separation from Servicetermination of employment. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 8(d)(ii) net of all income and payroll taxes that would not have been payable by the Employee had he continued participation in the benefit plan or program instead of receiving cash reimbursement. Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) Said sum shall be reduced to paid, at the extent that on the date option of the Employee’s Separation from Service, either in periodic payments over the present value remaining term of this Agreement, as if the benefits payable Employee's employment had not been terminated, or in one lump sum within ten (10) days of such termination. Notwithstanding any provision of this Subsection (d) to the contrary: (1) the Holding Company shall not make any payment to the Employee under subsection 8(dthis Subsection (d) exceeds any limitation on severance benefits that if (A) such a payment by the Bank under the equivalent provision of an employment agreement between the Employee and the Bank is imposed then prohibited by applicable regulation or by order properly issued by the Office of the Comptroller of the Currency (the “"OCC”") on such benefits. All amounts payable to the Employee under subsections 8(d)(i12 U.S.C. Sections 1818 or 1828(k) and 8(d)(ii) shall be paid in one lump sum within ten days of such Separation from Service. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of unless a payment submitted by the EmployeeHolding Company under this Agreement is specifically authorized by the Federal Reserve Bank of Kansas City) or (B) such payment by the Holding Company is then prohibited by applicable regulation or by order properly issued by the Board of Governors of the Federal Reserve System (the "FRB") under 12 U.S.C. Sections 1818 or 1828(k). Such amounts must be submitted for reimbursement no later than ; and (2) the earlier of: aggregate amount payable under clauses (i) six months after the date such amounts are paid by the Employee; or and (ii) March 15th of above shall be reduced to the year following extent that such payment would cause the year in which the Employee paid the amountHolding Company to fail to meet any applicable regulatory capital requirement under 12 C.F.R. Part 225.

Without Just Cause. The Company Bank may, by written notice to the Employee, immediately terminate his her employment at any time, resulting in a Separation from Service, for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such Separation from Service occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the base salary provided pursuant to Section 2 hereof, as in effect on the date of Separation from Service; (ii) An amount equal to the Bonuses received by or payable to the Employee in the calendar year prior to the calendar year of the Employee’s Separation from Service; and (iii) Cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company of invoices, bills, or other proof of payment by the Employee) of (A) all other Employee Benefits (all as defined in subsection 4(a) excluding Bonuses which will be made in accordance with the terms and conditions of the applicable plans or agreements) and (B) all Automobile Benefits (as defined in subsection 4(b)) and professional and club dues the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from Service, based upon the benefit levels substantially equal to those provided for the Employee at the date of the Employee’s Separation from Service. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 8(d)(ii) net of all income and payroll taxes that would not have been payable by the Employee had he she continued participation in the benefit plan or program instead of receiving cash reimbursement. Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsection 8(d) exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(ii) shall be paid in one lump sum within ten days of such Separation from Service. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.

Without Just Cause. The Company may, by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from Service, for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such Separation from Service occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the The base salary provided pursuant to Section 2 hereof, as in effect on the date of Separation from Service, through the Expiration Date of this Agreement as determined pursuant to Section 5 hereof (including any renewal or extension of this Agreement) (the "Expiration Date"); (ii) An amount equal to the Bonuses received by or payable to the Employee in the calendar year prior to the calendar year of the Employee’s 's Separation from Service, for each year remaining through the Expiration Date; and (iii) Cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company of invoices, bills, or other proof of payment by the Employee) of (A) all other Employee Benefits (all as defined in subsection 4(a) excluding Bonuses which will be made in accordance with the terms and conditions of the applicable plans or agreements) and (B) all Automobile Benefits (as defined in subsection 4(b)) and professional and club dues the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from ServiceExpiration Date, based upon the benefit levels substantially equal to those provided for the Employee at the date of the Employee’s Separation from Service. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 8(d)(ii) net of all income and payroll taxes that would not have been payable by the Employee had he continued participation in the benefit plan or program instead of receiving cash reimbursement. Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsection 8(d) exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(ii) shall be paid in one lump sum within ten days of such Separation from Service. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.

Without Just Cause. The Company may, by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from Service, for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such Separation from Service occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the The base salary provided pursuant to Section 2 hereof, as in effect on the date of Separation from Service, through the Expiration Date of this Agreement as determined pursuant to Section 5 hereof (including any renewal or extension of this Agreement) (the “Expiration Date”); (ii) An amount equal to the Bonuses bonuses received by or payable to the Employee in the calendar year prior to the calendar year of the Employee’s Separation from Service, for each year remaining through the Expiration Date; and (iii) Cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company of invoices, bills, or other proof of payment by the Employee) of (A) all health insurance premiums for the Employee, his spouse and child living in the Employee’s household and the best level Medicare supplement insurance available which includes prescription drug coverage, and life insurance (all as described in subsection 4(b)); (B) all other Employee Benefits (all as defined in subsection 4(a) excluding Bonuses benefits under the First Financial Corporation 2011 Omnibus Equity Incentive Plan (the “2011 Omnibus Plan”) which will be made in accordance with the terms and conditions of the applicable plans or agreements) that Plan); and (BC) professional and club dues, the cost of Employee’s continuing legal education requirements (as described in subsection 4(c)), all Automobile Benefits (as defined in subsection 4(b4(d)) and professional and club dues all other benefits which the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from ServiceExpiration Date, based upon the benefit levels substantially equal to those provided for the Employee at the date of the Employee’s Separation from Service. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 8(d)(ii8(d)(iii) net of all income and payroll taxes that would not have been payable by the Employee had he continued participation in the benefit plan or program instead of receiving cash reimbursement. Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsection 8(d) exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(ii) shall be paid in one lump sum within ten days of such Separation from Service. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.

Without Just Cause. The Company Board may, by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from Service, time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such Separation from Service termination occurs within the time period set forth in subsection Section 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the base salary provided pursuant to Section 2 hereof, hereof as in effect on the date of Separation from Servicetermination, through the Expiration Date of this Agreement as determined pursuant to Section 5 hereof (including any renewal or extension of this Agreement) (the "Expiration Date"); (ii) An an amount equal to the Bonuses bonuses received by or payable to the Employee in the calendar year prior to the calendar year of in which the Employee’s Separation from ServiceEmployee is terminated, for each year remaining through the Expiration Date; and (iii) Cash reimbursement to at the Employee Employee's election, either: (A) cash in an amount equal to the cost to the Employee (demonstrated by submission to the Company of invoices, bills, or other proof of payment by the Employee) of (A) obtaining all other Employee Benefits (all as defined in subsection Section 4(a) excluding Bonuses which will be made in accordance with the terms and conditions of the applicable plans or agreements)) and health insurance coverage for the Employee, his spouse and child living in the Employee's household and medicare supplement insurance, and life insurance (B) as described in Section 4(b)), professional and club dues, the cost of Employee's continuing legal education requirements, all Automobile Benefits (as defined in subsection 4(bSection 4(d)) and professional and club dues other benefits which the Employee would otherwise have been eligible to participate in or receive, receive through the first anniversary of the Employee’s Separation from ServiceExpiration Date, based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination of employment; or (B) continued participation in such benefit plans and programs listed in subparagraph A above, which the Employee’s Separation from ServiceEmployee would have been eligible to participate in or receive through the Expiration Date, based upon benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination, but only to the extent the Employee continues to qualify for participation therein. In elaboration of, but not in limitation of, the foregoing, the Employee shall be entitled to receive, in cash, an amount equal to the cost to the Employee of obtaining any benefits he would otherwise have been eligible to receive under the Bank's benefit plans or programs listed in subparagraph A above had he continued to accrue service (for vesting and benefit accrual purposes) and compensation under those plans through the Expiration Date, if he is not permitted to continue to participate in those plans through the Expiration Date. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 8(d)(iiSection 8(d)(iii)(B) due to his inability to continue participation in any of the benefit plans or programs under this Section 8(d)(iii)(B), net of all income and payroll taxes that would not have been payable by the Employee had he continued been able to continue participation in the benefit plan or program instead of receiving cash reimbursementin lieu thereof. Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(dSubsection (d) of this Section 8 shall be reduced to the extent that on the date of the Employee’s Separation from Service's termination of employment, the present value of the benefits payable under subsection 8(dSubsections (d)(i),(ii), and (iii) exceeds of this Section 8 exceed any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “"OCC”") on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(ii) shall be paid paid, at the option of the Employee, either (1) in periodic payments through the Expiration Date, or (2) in one lump sum within ten (10) days of such Separation from Servicetermination. All amounts payable If Employee elects periodic payments and he dies prior to the Employee under subsection 8(d)(iii) shall Expiration Date, those payments will continue to be paid on to his estate or designated beneficiaries, or their successors in interest, through the first day of each month following the Employee’s Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amountExpiration Date.

Without Just Cause. The Company may, by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from Service, for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such Separation from Service occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the The base salary provided pursuant to Section 2 hereof, as in effect on the date of Separation from Service, through the Expiration Date of this Agreement as determined pursuant to Section 5 hereof (including any renewal or extension of this Agreement) (the “Expiration Date”); (ii) An amount equal to the Bonuses bonuses received by or payable to the Employee in the calendar year prior to the calendar year of the Employee’s Separation from Service, for each year remaining through the Expiration Date; and (iii) Cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company of invoices, bills, or other proof of payment by the Employee) of (A) all health insurance premiums for the Employee, his spouse and child living in the Employee’s household and the best level Medicare supplement insurance available, and life insurance (all as described in subsection 4(b)); (B) all other Employee Benefits (all as defined in subsection 4(a) excluding Bonuses benefits under the 2011 Omnibus Plan which will be made in accordance with the terms and conditions of the applicable plans or agreements) that Plan); and (BC) professional and club dues, the cost of Employee’s continuing legal education requirements (as described in subsection 4(c)), all Automobile Benefits (as defined in subsection 4(b4(d)) and professional and club dues all other benefits which the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from ServiceExpiration Date, based upon the benefit levels substantially equal to those provided for the Employee at the date of the Employee’s Separation from Service. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 8(d)(ii8(d)(iii) net of all income and payroll taxes that would not have been payable by the Employee had he continued participation in the benefit plan or program instead of receiving cash reimbursement. Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsection 8(d) exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(ii) shall be paid in one lump sum within ten days of such Separation from Service. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.

Without Just Cause. The Company may, by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from ServiceService (the date of such Separation from Service referred to hereafter as the “Separation Date”), for a reason other than Just Cause, in which event the Employee shall be entitled to receive the Accrued Benefits, Employee shall also be entitled to receive the following compensation and benefits (unless such Separation from Service occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the The base salary provided in effect under Section 2 hereof from the Separation Date, as defined herein, though the expiration date of the Term, as determined pursuant to Section 2 hereof, as 5 hereof (including a renewal or extension thereof then in effect on effect) (such period the date of Separation from Service“Severance Period”); (ii) An amount equal to the Bonuses received by or payable to the Employee in the calendar year prior to the calendar year (1) 1/12th of the Employee’s target annual bonus under Section 3 hereof for the year in which the Separation from ServiceDate occurs, multiplied by (2) the number of months (including any partial month as a full month) in the Severance Period; (iii) An amount equal to (1) 1/12th of the aggregate amount paid or reimbursed to Employee by the Company for the group and executive life and disability insurance coverage (described in subsection 4(a)), the Expense Reimbursement Benefits for the cost of continuing professional development and education and the Motor Vehicle Benefits during the twelve (12) month period ending on the last day of the month immediately preceding the Separation Date (such aggregate amount the “Annual Benefit Amount”), multiplied by (2) the number of months (including any partial month as a full month) in the Severance Period; and (iiiiv) Cash reimbursement to the Employee in an An amount equal to (1) the cost monthly COBRA premium for the same level of coverage applicable to Employee and including, if applicable, coverage for his family, immediately prior to the Employee Separation Date (demonstrated the “Applicable COBRA Premium”), multiplied by submission to (2) the Company number of invoices, bills, or other proof of payment by months (including any partial month as a full month) in the EmployeeSeverance Period; and (v) of (A) all other Employee Benefits (all as defined in subsection 4(a) excluding Bonuses which will be made in accordance with the terms and conditions of the applicable plans or agreements) and (B) all Automobile Benefits (as defined in subsection 4(b)) and professional and club dues the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from Service, based upon the benefit levels substantially equal to those provided for the Employee at the date of the Employee’s Separation from Service. The Employee shall also be entitled to receive an An amount necessary to provide any cash payments received under this subsection 8(d)(iidescribed in clause (iii) and (iv) above net of all income and payroll taxes that would not have been payable by the Employee if Employee had he continued participation to receive the insurance coverage, Expense Reimbursement Benefits and Motor Vehicle Benefits described in the benefit plan or program clauses (iii) and (iv) above instead of receiving the cash reimbursementpayment (such amount, the “Top Up Payment”). Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsection 8(d) exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(iithrough 8(d)(iv) shall be paid in one lump sum within ten (10) days of such Separation from Service. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.

Without Just Cause. The Company may, by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from ServiceService (the date of such Separation from Service referred to hereafter as the “Separation Date”), for a reason other than Just Cause, in which event the Employee shall be entitled to receive the Accrued Benefits, Employee shall also be entitled to receive the following compensation and benefits (unless such Separation from Service occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the The base salary provided in effect under Section 2 hereof from the Separation Date, as defined herein, though the expiration date of the Term, as determined pursuant to Section 2 hereof, as 5 hereof (including a renewal or extension thereof then in effect on effect) (such period the date of Separation from Service“Severance Period”); (ii) An amount equal to the Bonuses received by or payable to the Employee in the calendar year prior to the calendar year (1) 1/12th of the Employee’s target annual bonus under Section 3 hereof for the year in which the Separation from Service; andDate occurs, multiplied by (2) the number of months (including any partial month) in the Severance Period; (iii) Cash reimbursement to the Employee in an An amount equal to (1) 1/12th of the cost aggregate amount paid or reimbursed to the Employee (demonstrated by submission to the Company of invoices, bills, or other proof of payment by for the Employee) of group and executive life and disability insurance coverage (A) all other Employee Benefits (all as defined described in subsection 4(a) excluding Bonuses which will be made in accordance with the terms and conditions of the applicable plans or agreements)) and (B) all Automobile Benefits the club dues and cost of continuing professional development and education (as defined described in subsection 4(b)) and professional and club dues the Employee would otherwise have been eligible to participate in or receive, through Automobile Benefits during the first anniversary twelve (12) month period ending on the last day of the Employee’s month immediately preceding the Separation from ServiceDate (such aggregate amount the “Annual Benefit Amount”), based upon multiplied by (2) the benefit levels substantially number of months (including any partial month) in the Severance Period; and (iv) An amount equal to those provided (1) the monthly COBRA premium for the same level of coverage applicable to Employee at and including, if applicable, coverage for his family, immediately prior to the date Separation Date (the “Applicable COBRA Premium”), multiplied by (2) the number of months (including any partial month) in the Employee’s Separation from Service. The Employee shall also be entitled to receive an Severance Period; and (v) An amount necessary to provide any cash payments received under this subsection 8(d)(iidescribed in clause (iii) and (iv) above net of all income and payroll taxes that would not have been payable by the Employee if Employee had he continued participation to receive the insurance coverage and benefits described in the benefit plan or program clauses (iii) and (iv) instead of receiving the cash reimbursementpayment. Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsection 8(d) exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(iithrough 8(d)(iv) shall be paid in one lump sum within ten (10) days of such Separation from Service. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.

Without Just Cause. The Company Bank may, by written notice to the Employee, immediately terminate his her employment at any time, resulting in a Separation from Service, for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such Separation from Service occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the base salary provided pursuant to Section 2 hereof, as in effect on the date of Separation from Service; (ii) An amount equal to the Bonuses received by or payable to the Employee in the calendar year prior to the calendar year of the Employee’s Separation from Service; and (iii) Cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company Bank of invoices, bills, or other proof of payment by the Employee) of (A) all other Employee Benefits (all as defined in subsection 4(a) excluding Bonuses which will be made in accordance with the terms and conditions of the applicable plans or agreements) and (B) all Automobile Benefits (as defined in subsection 4(b)) and professional and club dues the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from Service, based upon the benefit levels substantially equal to those provided for the Employee at the date of the Employee’s Separation from Service. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 8(d)(ii8(d)(iii) net of all income and payroll taxes that would not have been payable by the Employee had he she continued participation in the benefit plan or program instead of receiving cash reimbursement. Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsection 8(d) exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(ii) shall be paid in one lump sum within ten days of such Separation from Service. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.

Without Just Cause. The Company may, by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from ServiceService (the date of such Separation from Service referred to hereafter as the “Separation Date”), for a reason other than Just Cause, in which event the Employee shall be entitled to receive the Accrued Benefits, Employee shall also be entitled to receive the following compensation and benefits (unless such Separation from Service occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the The base salary provided in effect under Section 2 hereof from the Separation Date, as defined herein, though the expiration date of the Term, as determined pursuant to Section 2 hereof, as 5 hereof (including a renewal or extension thereof then in effect on effect) (such period the date of Separation from Service“Severance Period”); (ii) An amount equal to the Bonuses received by or payable to the Employee in the calendar year prior to the calendar year (1) 1/12th of the Employee’s target annual bonus under Section 3 hereof for the year in which the Separation from Service; andDate occurs, multiplied by (2) the number of months (including any partial month) in the Severance Period; (iii) Cash reimbursement to the Employee in an An amount equal to (1) 1/12th of the cost aggregate amount paid or reimbursed to the Employee (demonstrated by submission to the Company of invoices, bills, or other proof of payment by for the Employee) of group and executive life and disability insurance coverage (A) all other Employee Benefits (all as defined described in subsection 4(a) excluding Bonuses which will be made in accordance with the terms and conditions of the applicable plans or agreements)) and (B) all Automobile Benefits the cost of continuing professional development and education (as defined described in subsection 4(b)) and professional and club dues during the Employee would otherwise have been eligible to participate in or receive, through twelve (12) month period ending on the first anniversary last day of the Employee’s month immediately preceding the Separation from ServiceDate (such aggregate amount the “Annual Benefit Amount”), based upon multiplied by (2) the benefit levels substantially number of months (including any partial month) in the Severance Period; and (iv) An amount equal to those provided (1) the monthly COBRA premium for the same level of coverage applicable to Employee at and including, if applicable, coverage for his family, immediately prior to the date Separation Date (the “Applicable COBRA Premium”), multiplied by (2) the number of months (including any partial month) in the Employee’s Separation from Service. The Employee shall also be entitled to receive an Severance Period; and (v) An amount necessary to provide any cash payments received under this subsection 8(d)(iidescribed in clause (iii) and (iv) above net of all income and payroll taxes that would not have been payable by the Employee if Employee had he continued participation to receive the insurance coverage and benefits described in the benefit plan or program clauses (iii) and (iv) instead of receiving the cash reimbursementpayment. Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsection 8(d) exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(iithrough 8(d)(iv) shall be paid in one lump sum within ten (10) days of such Separation from Service. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.

Without Just Cause. The Company may, by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from Service, for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such Separation from Service occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the The base salary provided pursuant to Section 2 hereof, as in effect on the date of Separation from Service, through the Expiration Date of this Agreement as determined pursuant to Section 5 hereof (including any renewal or extension of this Agreement) (the "Expiration Date"); (ii) An amount equal to the Bonuses bonuses received by or payable to the Employee in the calendar year prior to the calendar year of the Employee’s 's Separation from Service, for each year remaining through the Expiration Date; and (iii) Cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company of invoices, bills, or other proof of payment by the Employee) of (A) premiums for full supplemental Medicare coverage, at no cost to the Employee or his spouse, at the best level of coverage available which shall include prescription drug coverage for both the Employee and his spouse, until the death of the Employee and his spouse, and life insurance (all as described in subsection 4(b)); (B) all other Employee Benefits (all as defined in subsection 4(a)), excluding benefits under the First Financial Corporation 2011 Omnibus Equity Incentive Plan (the "2011 Omnibus Plan") excluding Bonuses which will be made in accordance with the terms and conditions of the applicable plans or agreements) that Plan); and (BC) professional and club dues, the cost of Employee's continuing legal education requirements (as described in subsection 4(c)), all Automobile Benefits (as defined in subsection 4(b4(d)) and professional and club dues all other benefits which the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from ServiceExpiration Date, based upon the benefit levels substantially equal to those provided for the Employee at the date of the Employee’s 's Separation from Service. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 8(d)(ii8(d)(iii) net of all income and payroll taxes that would not have been payable by the Employee had he continued participation in the benefit plan or program instead of receiving cash reimbursement. Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s 's Separation from Service, the present value of the benefits payable under subsection 8(d) exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “"OCC”") on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(ii) shall be paid in one lump sum within ten days of such Separation from Service. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s 's Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.

Without Just Cause. The Company may, by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from ServiceService (the date of such Separation from Service referred to hereafter as the “Separation Date”), for a reason other than Just Cause, in which event the Employee shall be entitled to receive the Accrued Benefits, Employee shall also be entitled to receive the following compensation and benefits (unless such Separation from Service occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the The base salary provided in effect under Section 2 hereof from the Separation Date, as defined herein, though the expiration date of the Term, as determined pursuant to Section 2 hereof, as 5 hereof (including a renewal or extension thereof then in effect on effect) (such period the date of Separation from Service“Severance Period”); (ii) An amount equal to the Bonuses received by or payable to the Employee in the calendar year prior to the calendar year (1) 1/12th of the Employee’s target annual bonus under Section 3 hereof for the year in which the Separation from ServiceDate occurs, multiplied by (2) the number of months (including any partial month as a full month) in the Severance Period; (iii) An amount equal to (1) 1/12th of the aggregate amount paid or reimbursed to Employee by the Company for the group and executive disability insurance coverage (described in subsection 4(a)(ii)), the Expense Reimbursement Benefits for club dues and cost of continuing professional development and education and the Motor Vehicle Benefits during the twelve (12) month period ending on the last day of the month immediately preceding the Separation Date (such aggregate amount the “Annual Benefit Amount”), multiplied by (2) the number of months (including any partial month as a full month) in the Severance Period; and (iiiiv) Cash reimbursement to the Employee in an An amount equal to (1) the cost monthly COBRA premium for the same level of coverage applicable to Employee and including, if applicable, coverage for his family, immediately prior to the Employee Separation Date (demonstrated the “Applicable COBRA Premium”), multiplied by submission to (2) the Company number of invoices, bills, or other proof of payment by months (including any partial month as a full month) in the EmployeeSeverance Period; and (v) of (A) all other Employee Benefits (all as defined in subsection 4(a) excluding Bonuses which will be made in accordance with the terms and conditions of the applicable plans or agreements) and (B) all Automobile Benefits (as defined in subsection 4(b)) and professional and club dues the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from Service, based upon the benefit levels substantially equal to those provided for the Employee at the date of the Employee’s Separation from Service. The Employee shall also be entitled to receive an An amount necessary to provide any cash payments received under this subsection 8(d)(iidescribed in clause (iii) and (iv) above net of all income and payroll taxes that would not have been payable by the Employee if Employee had he continued participation to receive the insurance coverage, Expense Reimbursement Benefits and Motor Vehicle Benefits described in the benefit plan or program clauses (iii) and (iv) above instead of receiving the cash reimbursementpayment (such amount, the “Top Up Payment”). Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsection 8(d) exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(iithrough 8(d)(v) shall be paid in one lump sum within ten (10) days of such Separation from Service. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.

Without Just Cause. The Company may, by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from ServiceService (the date of such Separation from Service referred to hereafter as the “Separation Date”), for a reason other than Just Cause, in which event the Employee shall be entitled to receive the Accrued Benefits, Employee shall also be entitled to receive the following compensation and benefits (unless such Separation from Service occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the The base salary provided in effect under Section 2 hereof from the Separation Date, as defined herein, though the expiration date of the Term, as determined pursuant to Section 2 hereof, as 5 hereof (including a renewal or extension thereof then in effect on effect) (such period the date of Separation from Service“Severance Period”); (ii) An amount equal to the Bonuses received by or payable to the Employee in the calendar year prior to the calendar year (1) 1/12th of the Employee’s target annual bonus under Section 3 hereof for the year in which the Separation from ServiceDate occurs, multiplied by (2) the number of months (including any partial month as a full month) in the Severance Period; (iii) An amount equal to (1) 1/12th of the aggregate amount paid or reimbursed to Employee by the Company for the group and executive life and disability insurance coverage (described in subsection 4(a)), the Expense Reimbursement Benefits for club dues and cost of continuing professional development and education and the Motor Vehicle Benefits during the twelve (12) month period ending on the last day of the month immediately preceding the Separation Date (such aggregate amount the “Annual Benefit Amount”), multiplied by (2) the number of months (including any partial month as a full month) in the Severance Period; and (iiiiv) Cash reimbursement to the Employee in an An amount equal to (1) the cost monthly COBRA premium for the same level of coverage applicable to Employee and including, if applicable, coverage for his family, immediately prior to the Employee Separation Date (demonstrated the “Applicable COBRA Premium”), multiplied by submission to (2) the Company number of invoices, bills, or other proof of payment by months (including any partial month as a full month) in the EmployeeSeverance Period; and (v) of (A) all other Employee Benefits (all as defined in subsection 4(a) excluding Bonuses which will be made in accordance with the terms and conditions of the applicable plans or agreements) and (B) all Automobile Benefits (as defined in subsection 4(b)) and professional and club dues the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from Service, based upon the benefit levels substantially equal to those provided for the Employee at the date of the Employee’s Separation from Service. The Employee shall also be entitled to receive an An amount necessary to provide any cash payments received under this subsection 8(d)(iidescribed in clause (iii) and (iv) above net of all income and payroll taxes that would not have been payable by the Employee if Employee had he continued participation to receive the insurance coverage, Expense Reimbursement Benefits and Motor Vehicle Benefits described in the benefit plan or program clauses (iii) and (iv) above instead of receiving the cash reimbursementpayment (such amount, the “Top Up Payment”). Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsection 8(d) exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(iithrough 8(d)(v) shall be paid in one lump sum within ten (10) days of such Separation from Service. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.

Without Just Cause. The Company may, by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from ServiceService (the date of such Separation from Service referred to hereafter as the “Separation Date”), for a reason other than Just Cause, in which event the Employee shall be entitled to receive the Accrued Benefits. Employee shall also be entitled to receive the following compensation and benefits (unless such Separation from Service occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the The base salary provided pursuant to in effect under Section 2 hereof, as in effect on from the Separation Date through the expiration date of Separation from Servicethe Term as determined pursuant to Section 5 hereof (including a renewal or extension thereof then in effect) (such period the “Severance Period”); (ii) An amount equal to the Bonuses received by or payable to the Employee in the calendar year prior to the calendar year (1) 1/12th of the Employee’s target annual bonus under Section 3 hereof for the year in which the Separation from ServiceDate occurs, multiplied by (2) the number of months (including any partial month) in the Severance Period; (iii) An amount equal to (1) 1/12th of the aggregate amount paid or reimbursed to Employee by the Company for the professional and club dues and cost of continuing legal requirements (as described in Section 4(c)) and the Automobile Benefits during the twelve (12) month period ending on the last day of the month immediately preceding the Separation Date (such aggregate amount the “Annual Benefit Amount”), multiplied by (2) the number of months (including any partial month) in the Severance Period; and (iiiiv) Cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company of invoices, bills, or other proof of payment by the Employee) of (A) all other Employee Benefits (all as defined in subsection 4(a) excluding Bonuses which will be made in accordance with the terms and conditions of the applicable plans or agreements) and (B) all Automobile Benefits (as defined in subsection 4(b)) and professional and club dues the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from Service, based upon the benefit levels substantially equal to those provided for the Employee at the date of the Employee’s Separation from Service. The Employee shall also be entitled to receive an An amount necessary to provide any cash payments received under this subsection 8(d)(iidescribed in clause (iii) above net of all income and payroll taxes that would not have been payable by Employee if the Employee had he continued participation received the fringe benefits and Automobile Benefits described in the benefit plan or program clause (iii) instead of receiving the cash reimbursementpayment. Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsection 8(d) exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(iithrough 8(d)(iv) shall be paid in one lump sum within ten (10) days of such Separation from Service. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.

Without Just Cause. The Company may, by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from ServiceService (the date of such Separation from Service referred to hereafter as the “Separation Date”), for a reason other than Just Cause, in which event the Employee shall be entitled to receive the Accrued Benefits, Employee shall also be entitled to receive the following compensation and benefits (unless such Separation from Service occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the The base salary provided in effect under Section 2 hereof from the Separation Date, as defined herein, though the expiration date of the Term, as determined pursuant to Section 2 hereof, as 5 hereof (including a renewal or extension thereof then in effect on effect) (such period the date of Separation from Service“Severance Period”); (ii) An amount equal to the Bonuses received by or payable to the Employee in the calendar year prior to the calendar year (1) 1/12th of the Employee’s target annual bonus under Section 3 hereof for the year in which the Separation from Service; andDate occurs, multiplied by (2) the number of months (including any partial month) in the Severance Period; (iii) Cash reimbursement to the Employee in an An amount equal to (1) 1/12th of the cost aggregate amount paid or reimbursed to the Employee (demonstrated by submission to the Company of invoices, bills, or other proof of payment by for the Employee) of group and executive life and disability insurance coverage (A) all other Employee Benefits (all as defined described in subsection 4(a) excluding Bonuses which will be made in accordance with the terms and conditions of the applicable plans or agreements)) and (B) all Automobile Benefits the cost of continuing professional development and education (as defined described in subsection 4(b)) and professional and club dues the Employee would otherwise have been eligible to participate in or receive, through Automobile Benefits during the first anniversary twelve (12) month period ending on the last day of the Employee’s month immediately preceding the Separation from ServiceDate (such aggregate amount the “Annual Benefit Amount”), based upon multiplied by (2) the benefit levels substantially number of months (including any partial month) in the Severance Period; and (iv) An amount equal to those provided (1) the monthly COBRA premium for the same level of coverage applicable to Employee at and including, if applicable, coverage for his family, immediately prior to the date Separation Date (the “Applicable COBRA Premium”), multiplied by (2) the number of months (including any partial month) in the Employee’s Separation from Service. The Employee shall also be entitled to receive an Severance Period; and (v) An amount necessary to provide any cash payments received under this subsection 8(d)(iidescribed in clause (iii) and (iv) above net of all income and payroll taxes that would not have been payable by the Employee if Employee had he continued participation to receive the insurance coverage and benefits described in the benefit plan or program clauses (iii) and (iv) instead of receiving the cash reimbursementpayment. Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsection 8(d) exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(iithrough 8(d)(iv) shall be paid in one lump sum within ten (10) days of such Separation from Service. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.

Without Just Cause. The Company Board may, by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from Service, time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such Separation from Service termination occurs within the time period set forth in subsection Section 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the base salary provided pursuant to Section 2 hereof, hereof as in effect on the date of Separation from Servicetermination, through the Expiration Date of this Agreement as determined pursuant to Section 5 hereof (including any renewal or extension of this Agreement) (the "Expiration Date"); (ii) An an amount equal to the Bonuses bonuses received by or payable to the Employee in the calendar year prior to the calendar year of in which the Employee’s Separation from ServiceEmployee is terminated, for each year remaining through the Expiration Date; and (iii) Cash reimbursement to at the Employee Employee's election, either: (A) cash in an amount equal to the cost to the Employee (demonstrated by submission to the Company of invoices, bills, or other proof of payment by the Employee) of (A) obtaining all other Employee Benefits (all as defined in subsection Section 4(a) excluding Bonuses which will be made in accordance with the terms and conditions of the applicable plans or agreements)) and health insurance coverage for the Employee, his spouse and child living in the Employee's household and medicare supplement insurance, and life insurance (B) as described in Section 4(b)), professional and club dues, the cost of Employee's continuing legal education requirements, all Automobile Benefits (as defined in subsection 4(bSection 4(d)) and professional and club dues other benefits which the Employee would otherwise have been eligible to participate in or receive, receive through the first anniversary of the Employee’s Separation from ServiceExpiration Date, based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination of employment; or (B) continued participation in such benefit plans and programs listed in subparagraph A above, which the Employee’s Separation from ServiceEmployee would have been eligible to participate in or receive through the Expiration Date, based upon benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination, but only to the extent the Employee continues to qualify for participation therein. In elaboration of, but not in limitation of, the foregoing, the Employee shall be entitled to receive, in cash, an amount equal to the cost to the Employee of obtaining any benefits he would otherwise have been eligible to receive under the Bank's benefit plans or programs listed in subparagraph A above had he continued to accrue service (for vesting and benefit accrual purposes) and compensation under those plans through the Expiration Date, if he is not permitted to continue to participate in those plans through the Expiration Date. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 8(d)(iiSection 8(d)(iii)(B) due to his inability to continue participation in any of the benefit plans or programs under this Section 8(d)(iii)(B), net of all income and payroll taxes that would not have been payable by the Employee had he continued been able to continue participation in the benefit plan or program instead of receiving cash reimbursementin lieu thereof. Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(dSubsection (d) of this Section 8 shall be reduced to the extent that on the date of the Employee’s Separation from Service's termination of employment, the present value of the benefits payable under subsection 8(dSubsections (d)(i), (ii), and (iii) exceeds of this Section 8 exceed any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “"OCC”") on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(ii) shall be paid paid, at the option of the Employee, either (1) in periodic payments through the Expiration Date, or (2) in one lump sum within ten (10) days of such Separation from Servicetermination. All amounts payable If Employee elects periodic payments and he dies prior to the Employee under subsection 8(d)(iii) shall Expiration Date, those payments will continue to be paid on to his estate or designated beneficiaries, or their successors in interest, through the first day of each month following the Employee’s Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amountExpiration Date.

Without Just Cause. The Company may, by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from ServiceService (the date of such Separation from Service referred to hereafter as the “Separation Date”), for a reason other than Just Cause, in which event the Employee shall be entitled to receive the Accrued Benefits, Employee shall also be entitled to receive the following compensation and benefits (unless such Separation from Service occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the The base salary provided in effect under Section 2 hereof from the Separation Date, as defined herein, though the expiration date of the Term, as determined pursuant to Section 2 hereof, as 5 hereof (including a renewal or extension thereof then in effect on effect) (such period the date of Separation from Service“Severance Period”); (ii) An amount equal to the Bonuses received by or payable to the Employee in the calendar year prior to the calendar year (1) 1/12th of the Employee’s target annual bonus under Section 3 hereof for the year in which the Separation from ServiceDate occurs, multiplied by (2) the number of months (including any partial month as a full month) in the Severance Period; (iii) An amount equal to (1) 1/12th of the aggregate amount paid or reimbursed to Employee by the Company for the group and executive life and disability insurance coverage (described in subsection 4(a)) and the Expense Reimbursement Benefits for the cost of continuing professional development and education during the twelve (12) month period ending on the last day of the month immediately preceding the Separation Date (such aggregate amount the “Annual Benefit Amount”), multiplied by (2) the number of months (including any partial month as a full month) in the Severance Period; and (iiiiv) Cash reimbursement to the Employee in an An amount equal to (1) the cost monthly COBRA premium for the same level of coverage applicable to Employee and including, if applicable, coverage for his family, immediately prior to the Employee Separation Date (demonstrated the “Applicable COBRA Premium”), multiplied by submission to (2) the Company number of invoices, bills, or other proof of payment by months (including any partial month as a full month) in the EmployeeSeverance Period; and (v) of (A) all other Employee Benefits (all as defined in subsection 4(a) excluding Bonuses which will be made in accordance with the terms and conditions of the applicable plans or agreements) and (B) all Automobile Benefits (as defined in subsection 4(b)) and professional and club dues the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from Service, based upon the benefit levels substantially equal to those provided for the Employee at the date of the Employee’s Separation from Service. The Employee shall also be entitled to receive an An amount necessary to provide any cash payments received under this subsection 8(d)(iidescribed in clause (iii) and (iv) above net of all income and payroll taxes that would not have been payable by the Employee if Employee had he continued participation to receive the insurance coverage and Expense Reimbursement Benefits described in the benefit plan or program clauses (iii) and (iv) above instead of receiving the cash reimbursementpayment (such amount, the “Top Up Payment”). Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Service, the present value of the benefits payable under subsection 8(d) exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “OCC”) on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(iithrough 8(d)(iv) shall be paid in one lump sum within ten (10) days of such Separation from Service. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s Separation from Service, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.

Without Just Cause. The Company Board may, by written notice to the Employee, immediately terminate his employment at any time, resulting in a Separation from Service, time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such Separation from Service termination occurs within the time period set forth in subsection 10(a) hereof, in which event the benefits and compensation provided for in Section 10 shall apply): (i) One times the The base salary provided pursuant to Section 2 hereof, hereof as in effect on the date of Separation from Servicetermination, through the Expiration Date of this Agreement as determined pursuant to Section 5 hereof (including any renewal or extension of this Agreement) (the "Expiration Date"); (ii) An amount equal to the Bonuses bonuses received by or payable to the Employee in the calendar year prior to the calendar year of in which the Employee’s Separation from ServiceEmployee is terminated, for each year remaining through the Expiration Date; and (iii) Cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Company Bank of invoices, bills, or other proof of payment by the Employee) of (A) all health insurance premiums for the Employee, his spouse and child living in the Employee's household and Medicare supplement insurance, and life insurance (as described in subsection 4(b)); (B) all other Employee Benefits (all as defined in subsection 4(a) excluding Bonuses which will be made in accordance with the terms and conditions of the applicable plans or agreements) )); and (BC) professional and club dues, the cost of Employee's continuing legal education requirements (as described in subsection 4(c)), all Automobile Benefits (as defined in subsection 4(b4(d)) and professional and club dues other benefits which the Employee would otherwise have been eligible to participate in or receive, through the first anniversary of the Employee’s Separation from ServiceExpiration Date, based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of the Employee’s Separation from Service's termination of employment. The Employee shall also be entitled to receive an amount necessary to provide any cash payments received under this subsection 8(d)(ii8(d)(iii) net of all income and payroll taxes that would not have been payable by the Employee had he continued participation in the benefit plan or program instead of receiving cash reimbursement. Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under subsection 8(d) shall be reduced to the extent that on the date of the Employee’s Separation from Service's termination of employment, the present value of the benefits payable under subsection 8(dsubsections 8(d)(i), (ii) exceeds and (iii) exceed any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the “"OCC”") on such benefits. All amounts payable to the Employee under subsections 8(d)(i) and 8(d)(ii(ii) shall be paid in one lump sum within ten days of such Separation from Servicetermination. All amounts payable to the Employee under subsection 8(d)(iii) shall be paid on the first day of each month following the Employee’s Separation from Service's termination of employment, in an amount equal to the total reimbursable amount (demonstrated by invoices, bills or other proof of payment submitted by the Employee). Such amounts must be submitted for reimbursement no later than the earlier of: of (i) six months after the date such amounts are paid by the Employee; or (ii) March 15th of the year following the year in which the Employee paid the amount.