Common use of Change in Control Benefits Clause in Contracts

Change in Control Benefits. In the event there is a Change in Control, as defined below, and the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive shall be entitled to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as of the date of the Executive’s termination together with an amount equal to one times (1.0x) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severance.

Change in Control Benefits. In the event there is a Change in ControlControl and in the event of diminution in salary or job duties, as defined below, and the Bank shall pay to the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive shall be entitled to be paid, in a single lump one lump-sum, severance equal to two (2) years’ year’s salary at that salary rate being paid to Executive as at the time of the date of the Executive’s termination Change in Control together with an amount equal to one times (1.0x1) year’s profit sharing, with the amount of such profit sharing payment to be that amount which is the average of profit sharing received by the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or prior years. Executive shall also receive, at the ExecutiveBank’s expense, a continuation of health benefits then being provided to the Executive for a period of employment, if less than three one (31) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paidyear. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paidpaid , within 60 ninety (90) days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-ninety (90) day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-ninety (90) day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 1817, Executive shall be deemed to have waived Executive’s right, if any, to severance.

Change in Control Benefits. In the event there is a Change in Control, as defined below, and the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive shall be entitled to be paid, in a single lump sum, severance equal to two one times (21.0x) years’ salary at that salary rate being paid to Executive the Executive’s then Total Compensation Package as of the date of the Executive’s termination together with an amount equal to one times (1.0x) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years)termination, provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severance.

Change in Control Benefits. In If Employee is employed by the event there is a Change in Control, as defined below, Company on the CIC Effective Date and the Executive’s employment hereunder this Agreement is terminated on or before the six-month anniversary of the CIC Effective Date by the Executive Company without Cause in accordance with Section 6(c) or by Employee for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disabilityin accordance with Section 6(d), then the Company shall have no further obligation to Employee under this Agreement or otherwise, except the Company shall provide Employee with the Accrued Obligations in each case within twelve accordance with Section 7(a) plus the following payments and benefits (12collectively, the “Change-in-Control Benefits”) months either in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) an amount equal to 3 times the sum of (a) after Executive’s employment has terminated or the Base Salary in effect immediately before the Termination Date plus (b) following a Change in Controlthe Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Executive Annual Bonus for purposes of this Section 8 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “CIC Pay”); (ii) notwithstanding anything to the contrary within the LTIP or an applicable Award Agreement, Employee shall be entitled to be paid, in a single lump sum, severance equal accelerated vesting with respect to two (2) years’ salary all time-based equity awards outstanding at that salary rate being paid to Executive as the time of the date applicable termination of employment by the Company without Cause in accordance with Section 6(c) or by Employee for Good Reason in accordance with Section 6(d); and (iii) during the 18-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group health insurance plan or Grey Rock’s group health insurance plan pursuant to COBRA or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Executive’s termination together with an amount equal to one times (1.0x) Company or Grey Rock, as applicable, pay for the average of same or similar coverage; provided, however, that Employee shall notify the Annual Bonus paid to Executive Company in writing within five days after he becomes eligible after the Termination Date for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rightsgroup health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after the Employee becomes eligible for group health insurance coverage due to exercise any of subsequent employment or otherwise. The CIC Pay shall be paid to the stock options vested prior to such termination), and shall only be paid, Employee in a lump sum within 60 days of the Termination Date; provided, however, that no CIC Pay shall be paid to the Employee unless the Company receives, on or within 55 days after his separation from service with Employerthe Termination Date, subject to Executive’s execution an executed and delivery to Employer, within such 60-day period, fully effective copy of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliatesRelease (as defined below). If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the latter calendar yearapplicable premiums were paid by the Employee. If upon termination For the avoidance of employment Executive chooses doubt, Employee shall not be entitled to arbitrate any claims pursuant the Change-in-Control Benefits if this Agreement is terminated (i) due to Section 18, Executive shall be deemed Employee’s death; (ii) by the Company due to have waived ExecutiveEmployee’s right, if any, Inability to severancePerform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).

Change in Control Benefits. In the event there is a Change in Control, as defined below, Control and in the Executive’s employment hereunder is terminated by the Executive for Good Reason event of diminution in salary or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) following a Change in Controljob duties, the Executive Bank shall be entitled to be paidpay, in a single lump lump-sum, to the Executive severance equal to two (2) years’ year’s salary at that salary rate being paid to Executive as at the time of the date of the Executive’s termination Change in Control together with an amount equal to one times (1.0x1) year’s profit sharing, with the amount of such profit sharing payment to be that amount which is the average of profit sharing received by the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or prior years. Executive shall also receive, at the ExecutiveBank’s expense, a continuation of health benefits then being provided to the Executive for a period of employment, if less than three one (31) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paidyear. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 ninety (90) days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-ninety (90) day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-ninety (90) day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 1817, Executive shall be deemed to have waived Executive’s right, if any, to severance.

Change in Control Benefits. In the event there is If a Change in ControlControl occurs during the term of this Agreement and (i) thereafter during the term of the Agreement, as defined below, and the Executive’s employment hereunder is terminated by terminates involuntarily but without Cause or (ii) if the Executive for voluntarily terminates employment with Good Reason or by (iii) the Employer without Cause Executive voluntarily terminates employment for any reason, upon thirty (other than on account of 30) days notice, within the Executive’s death or disability), period commencing ninety (90) days prior to the Change in each case within Control and ending twelve (12) months either (a) after Executive’s employment has terminated or (b) following a the Change in Control, the Executive shall receive a lump sum payment, within ten (10) business days of his termination, equal to the product of his (i) Average Monthly Compensation multiplied by (ii) the number of months (including partial months) from the effective date of his termination through the then unexpired term of the Agreement or, if greater, twelve (12). In addition, from the effective date of the termination through the then un-expired portion of the term of the Agreement (or, if greater, for a period of twelve months following the effective date of the termination (the “Severance Period”), the Employer shall pay an amount equal to what would be the Executive’s cost of COBRA health continuation coverage for the Executive and eligible dependents for the greater of the Severance Period or the period during which the Executive and those eligible dependents are entitled to COBRA health continuation coverage from the Employer. However, the Employer and the Executive acknowledge and agree that the compensation and benefits under this Section 5.1 shall not be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being payable if compensation and benefits are payable or shall have been paid to the Executive as under Article 4 of this Agreement. For purposes of this Section 5.1, the date terms “Average Monthly Compensation” means the highest amount of the Executive’s termination together with an amount equal to one times (1.0x) compensation reported in Box 5 on Form W-2 for three years divided by 12. If the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit receives payment under Section 6 5.1, the Executive shall not be entitled to any additional severance benefits under Section 4.1 of this Agreement. In addition, the Employer shall provide the Executive and his dependents with the post-termination insurance coverage described in Section 4.2(a) of this Agreement, such change in control benefit under this subject to the provisions of Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination 4.2(b) of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severanceAgreement.

Change in Control Benefits. In the event there is a Change in Control, as defined below, and the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive shall be entitled to be paid, in a single lump sum, severance equal to two times (22.0x) years’ salary at that salary rate being paid to Executive the Executive’s then Total Compensation Package as of the date of the Executive’s termination together with an amount equal to one times (1.0x) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years)termination, provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severance.

Change in Control Benefits. In During the event there is a Change in ControlTerm, as defined below, and the Executive’s employment hereunder is terminated by the Executive for Good Reason if upon or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) 18 months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d) or the Executive shall be entitled terminates his employment for Good Reason as provided in Section 4(e), then, subject to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as the signing of the date Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable and subject also to the parties’ obligations set forth in Section 6(d) below, all within 60 days after the Date of Termination, (i) the Executive’s termination together with Company shall pay the Executive a lump sum in cash in an amount equal to one times 300% of the sum of (1.0xA) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years Executive’s current Base Salary (or the Executive’s period of employmentBase Salary in effect immediately prior to the Change in Control, if less than three higher) plus (3B) years), provided; that, in the event the Executive’s employment has terminated Annual Incentive Cash Compensation; and (ii) all equity awards held by the Executive has been paid shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and (iii) for a severance benefit period of 18 months following the Date of Termination or until the Executive becomes covered under Section 6 a group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under this AgreementSubsection shall reduce and count against the rights of the Executive, such change in control benefit 8 of 20 the Executive’s spouse and dependents under COBRA; and (iv) the amount payable under this Section 7 6(b)(i) shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, paid within 60 days after his separation from service with Employerthe Date of Termination; provided, subject to Executive’s execution and delivery to Employerhowever, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If that if the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following a second calendar year, then the such payment shall be made paid or commence to be paid in the latter second calendar yearyear by the last day of such 60-day period. If upon termination Notwithstanding the foregoing, if the Change in Control does not constitute a change in the ownership or effective control of employment Executive chooses the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the amount of cash severance payable under Section 6(b)(i) equal to arbitrate any claims pursuant to the Severance Amount under Section 18, Executive 5(b)(i) shall be deemed to have waived Executivepaid in equal installments in accordance with the Company’s rightthen payroll practice over a 24-month period, if anyand the balance shall be paid in a lump sum payment. Solely for purposes of Section 409A of the Code, to severanceeach installment payment is considered a separate payment.

Change in Control Benefits. In If (a) a Change in Control occurs after the event there is a Effective Time and during the Term, and (b) within 12 months following such Change in Control, as defined below, and either the Bank terminates the Executive’s employment hereunder is terminated without Cause or the Executive terminates the Executive’s employment with Good Reason, then the Bank shall make or cause to be made a payment to the Executive in an amount in cash equal to 2 times the sum of (i) the Executive’s Base Salary, and (ii) the highest annual bonus earned by the Executive for Good Reason or by during the Employer without Cause prior three years immediately preceding the year in which the Change in Control occurs (other than on account of the “Change in Control Payment”). The Change in Control Payment shall be paid in two equal installments, with the first to be paid within thirty (30) days after the Executive’s death employment terminates with the Bank (or disability)if the Executive and the Bank have not entered into a release as described in Section 4.3 below in the initial thirty (30) day period, in each case within twelve up to sixty (1260) months either (a) days after the Executive’s employment has terminated terminates) and the second to be paid on the first anniversary of the date the Executive’s employment terminates; provided, however, if the Change in Control does not constitute a change in ownership or (b) following effective control of the Company under Section 409A of the IRC, the portion of the Change in Control Payment that is equal to the Severance Payment shall instead be paid on the schedule contemplated by Section 4.1. The Change in Control Payment shall not be reduced to account for the time value of money or discounted to present value. If the Executive receives a Change in ControlControl Payment under this Section 5.1, the Executive shall not be entitled to any additional severance benefits under Section 4.1 of this Agreement after employment termination. The Executive shall be entitled to be paidbenefits under this Section 5.1 on no more than one occasion during the Term and only upon the execution of a release as contemplated in Section 4.3. For the avoidance of doubt, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as the occurrence of the date of the Executive’s termination together with an amount equal to one times (1.0x) the average of the Annual Bonus paid to Executive Effective Time shall not constitute a Change in Control for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 purposes of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severance.

Change in Control Benefits. In the event there is a Change in ControlControl and in the event of diminution in salary or job duties, as defined below, and the Bank shall pay to the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive shall be entitled to be paid, in a single lump one lump-sum, severance equal to two one (21) years’ year’s salary at that salary rate being paid to Executive as at the time of the date of the Executive’s termination Change in Control together with an amount equal to one times (1.0x1) year’s profit sharing, with the amount of such profit sharing payment to be that amount which is the average of profit sharing received by the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or prior years. Executive shall also receive, at the ExecutiveBank’s expense, a continuation of health benefits then being provided to the Executive for a period of employment, if less than three one (31) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paidyear. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 ninety (90) days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-ninety (90) day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-ninety (90) day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 1817, Executive shall be deemed to have waived Executive’s right, if any, to severance.

Change in Control Benefits. In If (a) a Change in Control occurs after the event there is a Effective Time and during the Term, and (b) within 12 months following such Change in Control, as defined below, and either the Bank terminates the Executive’s employment hereunder is terminated without Cause or the Executive terminates the Executive’s employment with Good Reason, then the Bank shall make or cause to be made a payment to the Executive in an amount in cash equal to 2.5 times the sum of (i) the Executive’s Base Salary, and (ii) the highest annual bonus earned by the Executive for Good Reason or by during the Employer without Cause prior three years immediately preceding the year in which the Change in Control occurs (other than on account of the “Change in Control Payment”). The Change in Control Payment shall be paid in two equal installments, with the first to be paid within thirty (30) days after the Executive’s death employment terminates with the Bank (or disability)if the Executive and the Bank have not entered into a release as described in Section 4.3 below in the initial thirty (30) day period, in each case within twelve up to sixty (1260) months either (a) days after the Executive’s employment has terminated terminates) and the second to be paid on the first anniversary of the date the Executive’s employment terminates; provided, however, if the Change in Control does not constitute a change in ownership or (b) following effective control of the Company under Section 409A of the IRC, the portion of the Change in Control Payment that is equal to the Severance Payment shall instead be paid on the schedule contemplated by Section 4.1. The Change in Control Payment shall not be reduced to account for the time value of money or discounted to present value. If the Executive receives a Change in ControlControl Payment under this Section 5.1, the Executive shall not be entitled to any additional severance benefits under Section 4.1 of this Agreement after employment termination. The Executive shall be entitled to be paidbenefits under this Section 5.1 on no more than one occasion during the Term and only upon the execution of a release as contemplated in Section 4.3. For the avoidance of doubt, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as the occurrence of the date of the Executive’s termination together with an amount equal to one times (1.0x) the average of the Annual Bonus paid to Executive Effective Time shall not constitute a Change in Control for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 purposes of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severance.

Change in Control Benefits. In If the event there Closing Date occurs during the term of this Employment Agreement, the Executive shall be eligible to receive $200,900.00 (plus any interest that accrues at a rate equal to the annual mid-term applicable federal rate provided for in Section 7872(f)(2)(A) of the Code for the month during which the Closing Date occurs, with such interest to accrue from the date that is six months following the Closing Date through the date that a payment is made to the Executive) (the “Change in ControlControl Payment”), as defined belowwhich, subject to the Executive’s execution and non-revocation of a waiver and release in a form acceptable to the Employer within 30 days of the date of the Executive’s termination of employment, shall be payable to the Executive (i) if the Executive’s employment hereunder terminates on or prior to the second anniversary of the Closing Date, on the 60th day following the date of termination or (ii) if the Executive’s employment terminates following the second anniversary of the Closing Date, in installments equal to the Base Salary payments paid to the Executive immediately prior to the termination of the Executive’s employment, on each regular payroll date following the date of the Executive’s termination of employment until the Change in Control Payment has been paid to the Executive in full; provided, however, that in the event that the Executive resigns for any reason (other than for the reasons described in the last sentence of this Section 5.1) during the period beginning on the Closing Date and ending on the earlier of (i) the 60th day following the data conversion date (as determined by the Purchaser) and (ii) the date that is six months following the Closing Date (the “Conversion Period”), the Executive shall only receive 62% of the Change in Control Payment; provided, further, however, that in the event that the Executive’s employment is terminated by the Executive Company for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) at any time following a Change in Control, the Executive shall not receive any portion of the Change in Control Payment. Notwithstanding anything to the contrary set forth in this Section 5.1, if, during the Conversion Period, the Executive resigns his employment due to his being transferred to a work location which is more than 30 miles from his current work location (other than any ordinary business related travel) or if his duties and responsibilities are significantly and materially adversely changed and are no longer reasonably related to his work experience with the Company prior to the Closing Date, such a resignation shall be entitled deemed to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as of the date termination of the Executive’s termination together with an amount equal to one times (1.0x) employment without Cause for the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 purposes of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severance5.”

Change in Control Benefits. In During the event there is a Change in ControlTerm, as defined below, and the Executive’s employment hereunder is terminated by the Executive for Good Reason if upon or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) 18 months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d) or the Executive shall be entitled terminates his employment for Good Reason as provided in Section 4(e), then, subject to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as the signing of the date Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable and subject also to the parties’ obligations set forth in Section 6(d) below, all within 60 days after the Date of Termination, (i) the Executive’s termination together with Company shall pay the Executive a lump sum in cash in an amount equal to one times 300% of the sum of (1.0xA) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years Executive’s current Base Salary (or the Executive’s period of employmentBase Salary in effect immediately prior to the Change in Control, if less than three higher) plus (3B) years), provided; that, in the event the Executive’s employment has terminated Annual Incentive Cash Compensation; and (ii) all equity awards held by the Executive has been paid shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and (iii) for a severance benefit period of 18 months following the Date of Termination or until the Executive becomes covered under Section 6 a group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under this AgreementSubsection shall reduce and count against the rights of the Executive, such change in control benefit the Executive’s spouse and dependents under COBRA; and (iv) the amount payable under this Section 7 6(b)(i) shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, paid within 60 days after his separation from service with Employerthe Date of Termination; provided, subject to Executive’s execution and delivery to Employerhowever, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If that if the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following a second calendar year, then the such payment shall be made paid or commence to be paid in the latter second calendar yearyear by the last day of such 60-day period. If upon termination 8 of employment Executive chooses 20 Notwithstanding the foregoing, if the Change in Control does not constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the amount of cash severance payable under Section 6(b)(i) equal to arbitrate any claims pursuant to the Severance Amount under Section 18, Executive 5(b)(i) shall be deemed to have waived Executivepaid in equal installments in accordance with the Company’s rightthen payroll practice over a 24-month period, if anyand the balance shall be paid in a lump sum payment. Solely for purposes of Section 409A of the Code, to severanceeach installment payment is considered a separate payment.

Change in Control Benefits. In If the event there Closing Date occurs during the term of this Employment Agreement, the Executive shall be eligible to receive $249,900.00 (plus any interest that accrues at a rate equal to the annual mid-term applicable federal rate provided for in Section 7872(f)(2)(A) of the Code for the month during which the Closing Date occurs, with such interest to accrue from the date that is six months following the Closing Date through the date that a payment is made to the Executive) (the “Change in ControlControl Payment”), as defined belowwhich, subject to the Executive’s execution and non-revocation of a waiver and release in a form acceptable to the Employer within 30 days of the date of the Executive’s termination of employment, shall be payable to the Executive (i) if the Executive’s employment hereunder terminates on or prior to the second anniversary of the Closing Date, on the 60th day following the date of termination or (ii) if the Executive’s employment terminates following the second anniversary of the Closing Date, in installments equal to the Base Salary payments paid to the Executive immediately prior to the termination of the Executive’s employment, on each regular payroll date following the date of the Executive’s termination of employment until the Change in Control Payment has been paid to the Executive in full; provided, however, that in the event that the Executive resigns for any reason (other than for the reasons described in the last sentence of this Section 5.1) during the period beginning on the Closing Date and ending on the earlier of (i) the 60th day following the data conversion date (as determined by the Purchaser) and (ii) the date that is six months following the Closing Date (the “Conversion Period”), the Executive shall only receive 50% of the Change in Control Payment; provided, further, however, that in the event that the Executive’s employment is terminated by the Executive Company for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) at any time following a Change in Control, the Executive shall not receive any portion of the Change in Control Payment. Notwithstanding anything to the contrary set forth in this Section 5.1, if, during the Conversion Period, the Executive resigns his employment due to his being transferred to a work location which is more than 30 miles from his current work location (other than any ordinary business related travel) or if his duties and responsibilities are significantly and materially adversely changed and are no longer reasonably related to his work experience with the Company prior to the Closing Date, such a resignation shall be entitled deemed to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as of the date termination of the Executive’s termination together with an amount equal to one times (1.0x) employment without Cause for the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 purposes of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severance5.”

Change in Control Benefits. In the event there is (i) a Change in Control, as defined below, or (ii) any party announces or is required by law to announce a prospective Change in Control, and the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case ) within twelve (12) months either following the later of (a) after Executive’s employment has terminated the announcement or the date of required announcement of the prospective Change in Control or (b) following a the Change in Control, the Executive shall be entitled to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as of the date of the Executive’s termination together with an amount equal to one times (1.0x) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement (including, without limitation, Severance under Section 6 of this Agreement) and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severanceseverance under this Section 7.

Change in Control Benefits. In the event there is If both (i) a Change in Control, Control (as defined below, ) occurs during the Employment Period and (ii) within 6 months following such Change in Control the Executive’s employment hereunder , prior to the expiration of the Term, either (A) is terminated by the Executive Company or its successor without Cause or (B) terminates his employment for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability)Reason, in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) following a Change in Control, then the Executive shall will be entitled to be paid(x) a one-time lump sum payment, within 30 days of the Date of Termination, in a single lump sum, severance an amount equal to the greater of two (2) years’ salary at that salary rate being times the Base Salary or two (2) times the Annualized Compensation (defined below), and (y) if the Executive continues to participate in the Company’s group medical plan by electing COBRA health continuation coverage, reimbursement from the Company for any premiums paid to by the Executive as for such coverage throughout the period beginning on the Date of Termination and ending on the earlier of the date second (2nd) anniversary thereof or the expiration of the ExecutiveCOBRA health continuation coverage period under the Company’s termination together with an amount equal group health plan; provided, however, that the Company obligation to one times reimburse such COBRA payments will immediately cease if the Executive becomes eligible for any health benefits pursuant to the Medicare program or a subsequent employer’s plan, or as otherwise permitted or required under COBRA regulations (1.0xcollectively, (x) and (y) above are referred to as the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years“Change in Control Benefits”), provided; that, . The Change in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 Control Benefits shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, Severance Payment that would otherwise be payable pursuant to exercise any of the stock options vested prior to such termination), Section 7(f)(i) above and shall only be paid, within 60 days after his separation from service with Employer, subject to the Executive’s execution and delivery to Employer, within such 60-day period, of a complete general release of all claims in form and substance reasonably satisfactory to the Company or its successor within 21 days following the Date of Termination. “Annualized Compensation” means the total amount earned by the Executive may have against for personal service rendered to the EmployerCompany as reported by the Company on Treasury Department Form W-2 for the Executive’s taxable year preceding the Executive’s taxable year in which the Date of Termination occurs, its officersbut excluding (1) relocation and moving expenses paid or reimbursed pursuant to this Agreement, directors(2) income included under Section 79 of the Internal Revenue Code of 1986, agentsas amended, employees, predecessors, successors, parents, subsidiaries(3) income imputed to the Executive from personal use of employer-provided automobiles, and affiliates. If (4) income attributable to grants of, or dividends on, shares awarded by the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severanceCompany.

Change in Control Benefits. In If the event there Closing Date occurs during the term of this Employment Agreement, the Executive shall be eligible to receive $171,900.00 (plus any interest that accrues at a rate equal to the annual mid-term applicable federal rate provided for in Section 7872(f)(2)(A) of the Code for the month during which the Closing Date occurs, with such interest to accrue from the date that is six months following the Closing Date through the date that a payment is made to the Executive) (the “Change in ControlControl Payment”), as defined belowwhich, subject to the Executive’s execution and non-revocation of a waiver and release in a form acceptable to the Employer within 30 days of the date of the Executive’s termination of employment, shall be payable to the Executive (i) if the Executive’s employment hereunder terminates on or prior to the second anniversary of the Closing Date, on the 60th day following the date of termination or (ii) if the Executive’s employment terminates following the second anniversary of the Closing Date, in installments equal to the Base Salary payments paid to the Executive immediately prior to the termination of the Executive’s employment, on each regular payroll date following the date of the Executive’s termination of employment until the Change in Control Payment has been paid to the Executive in full; provided, however, that in the event that the Executive resigns for any reason (other than for the reasons described in the last sentence of this Section 5.1) during the period beginning on the Closing Date and ending on the earlier of (i) the 60th day following the data conversion date (as determined by the Purchaser) and (ii) the date that is six months following the Closing Date (the “Conversion Period”), the Executive shall only receive 58% of the Change in Control Payment; provided, further, however, that in the event that the Executive’s employment is terminated by the Executive Company for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) at any time following a Change in Control, the Executive shall be entitled to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as not receive any portion of the date Change in Control Payment. Notwithstanding anything to the contrary set forth in this Section 5.1, if, during the Conversion Period, the Executive resigns her employment due to her being transferred to a work location which is more than 30 miles from her current work location (other than any ordinary business related travel) or if her duties and responsibilities are significantly and materially adversely changed and are no longer reasonably related to her work experience with the Company prior to the Closing Date, such a resignation shall be treated as a termination of the Executive’s termination together with an amount equal to one times (1.0x) employment without Cause for the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 purposes of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severance5.”

Change in Control Benefits. In If the event there Closing Date occurs during the term of this Employment Agreement, the Executive shall be eligible to receive $199,900.00 (plus any interest that accrues at a rate equal to the annual mid-term applicable federal rate provided for in Section 7872(f)(2)(A) of the Code for the month during which the Closing Date occurs, with such interest to accrue from the date that is six months following the Closing Date through the date that a payment is made to the Executive) (the “Change in ControlControl Payment”), as defined belowwhich, subject to the Executive’s execution and non-revocation of a waiver and release in a form acceptable to the Employer within 30 days of the date of the Executive’s termination of employment, shall be payable to the Executive (i) if the Executive’s employment hereunder terminates on or prior to the second anniversary of the Closing Date, on the 60th day following the date of termination or (ii) if the Executive’s employment terminates following the second anniversary of the Closing Date, in installments equal to the Base Salary payments paid to the Executive immediately prior to the termination of the Executive’s employment, on each regular payroll date following the date of the Executive’s termination of employment until the Change in Control Payment has been paid to the Executive in full; provided, however, that in the event that the Executive resigns for any reason (other than for the reasons described in the last sentence of this Section 5.1) during the period beginning on the Closing Date and ending on the earlier of (i) the 60th day following the data conversion date (as determined by the Purchaser) and (ii) the date that is six months following the Closing Date (the “Conversion Period”), the Executive shall only receive 50% of the Change in Control Payment; provided, further, however, that in the event that the Executive’s employment is terminated by the Executive Company for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) at any time following a Change in Control, the Executive shall be entitled to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as not receive any portion of the date Change in Control Payment. Notwithstanding anything to the contrary set forth in this Section 5.1, if, during the Conversion Period, the Executive resigns her employment due to her being transferred to a work location which is more than 30 miles from her current work location (other than any ordinary business related travel) or if her duties and responsibilities are significantly and materially adversely changed and are no longer reasonably related to her work experience with the Company prior to the Closing Date, such a resignation shall be treated as a termination of the Executive’s termination together with an amount equal to one times (1.0x) employment without Cause for the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 purposes of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severance5.”

Change in Control Benefits. In During the event there is a Change in ControlTerm, as defined below, and the Executive’s employment hereunder is terminated by the Executive for Good Reason if upon or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) 18 months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d) or the Executive shall be entitled terminates his employment for Good Reason as provided in Section 4(e), then, subject to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as the signing of the date Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable and subject also to the parties’ obligations set forth in Section 6(d) below, all within 60 days after the Date of Termination, (i) the Executive’s termination together with Company shall pay the Executive a lump sum in cash in an amount equal to one times 300% of the sum of (1.0xA) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years Executive’s current Base Salary (or the Executive’s period of employmentBase Salary in effect immediately prior to the Change in Control, if less than three higher) plus (3B) years), provided; that, in the event the Executive’s employment has terminated Annual Incentive Cash Compensation; and (ii) all equity awards held by the Executive has been paid shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and (iii) for a severance benefit period of 18 months following the Date of Termination or until the Executive becomes covered under Section 6 a group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under this AgreementSubsection shall reduce and count against the rights of the Executive, such change in control benefit the Executive’s spouse and dependents under COBRA; and (iv) the amount payable under this Section 7 6(b)(i) shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, paid within 60 days after his separation from service with Employerthe Date of Termination; provided, subject to Executive’s execution and delivery to Employerhowever, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If that if the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following a second calendar year, then the such payment shall be made paid or commence to be paid in the latter second calendar yearyear by the last day of such 60-day period. If upon termination Notwithstanding the foregoing, if the Change in Control does not constitute a change in the ownership or effective control of employment Executive chooses the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the amount of cash severance payable under Section 6(b)(i) equal to arbitrate any claims pursuant to the Severance Amount under Section 18, Executive 5(b)(i) shall be deemed to have waived Executivepaid in equal installments in accordance with the Company’s rightthen payroll practice over a 24-month period, if any, to severance.and