Common use of Change in Control Severance Benefit Clause in Contracts

Change in Control Severance Benefit. Subject to the Executive’s satisfaction of all of the conditions set forth in Section 4 below, if, within twelve (12) months following the closing date of a Change in Control which occurs during the Term, the Company initiates the Executive’s Termination of Employment (for reasons other than a termination for Cause, Disability or death) or the Executive initiates a Termination of Employment for Good Reason, the Company shall (a) pay the Executive, in a single lump-sum cash payment, an amount equal to the Executive’s then current annualized base salary, but in no event less than annualized base salary on the Effective Date, subject to reduction for all applicable income, employment and related taxes and other required deductions (the “Severance Payment”), and (b) notwithstanding any provision in this Agreement (or any underlying equity award agreement) to the contrary, any time-based service condition contained in any equity awards by the Company outstanding in favor of the Executive shall be deemed to have been satisfied immediately prior to such Termination of Employment (the “Vesting Benefit”). The Company shall pay the Severance Payment to the Executive and provide the Vesting Benefit as soon as administratively feasible after the Executive’s Termination of Employment and following the date on which the Executive’s Release (defined below) becomes effective (but only if such Release becomes effective within sixty (60) days following the date of such termination of employment); provided, that, the Severance Payment required under this Section 3 shall be made in the second calendar year if such 60-day period begins in one calendar year and ends in the subsequent calendar year. If the Executive does not timely sign the Release such that it does not become effective within the 60-day period following the Executive’s Termination of Employment with the Company, then the Severance Payment shall be forfeited and the Vesting Benefit shall be disregarded (with no accelerated vesting). Notwithstanding the preceding provisions, the obligation of the Company to make the Severance Payment and provide Vesting Benefit to the Executive hereunder is subject to compliance with any applicable provisions of the Federal Deposit Insurance Corporation regulations found in Part 359 (entitled “Golden Parachute and Indemnification Payments”) of Title 12 of the Code of Federal Regulations (or any successor provisions).

Change in Control Severance Benefit. Subject to the Executive’s satisfaction of all of the conditions set forth in Section 4 below, if, within twelve (12) months following the closing date of a Change in Control which occurs during the Term, the Company initiates the Executive’s Termination of Employment (for reasons other than a termination for Cause, Disability or death) or the Executive initiates a Termination of Employment for Good Reason, the Company shall (a) pay the Executive, in a single lump-sum cash payment, an amount equal to two (2) times the Executive’s then current annualized base salary, but in no event less than annualized base salary on the Effective Date, subject to reduction for all applicable income, employment and related taxes and other required deductions (the “Severance Payment”), and (b) notwithstanding any provision in this Agreement (or any underlying equity award agreement) to the contrary, any time-based service condition contained in any equity awards by the Company outstanding in favor of the Executive shall be deemed to have been satisfied immediately prior to such Termination of Employment (the “Vesting Benefit”). The Company shall pay the Severance Payment to the Executive and provide the Vesting Benefit as soon as administratively feasible after the Executive’s Termination of Employment and following the date on which the Executive’s Release (defined below) becomes effective (but only if such Release becomes effective within sixty (60) days following the date of such termination of employment); provided, that, the Severance Payment required under this Section 3 shall be made in the second calendar year if such 60-day period begins in one calendar year and ends in the subsequent calendar year. If the Executive does not timely sign the Release such that it does not become effective within the 60-day period following the Executive’s Termination of Employment with the Company, then the Severance Payment shall be forfeited and the Vesting Benefit shall be disregarded (with no accelerated vesting). Notwithstanding the preceding provisions, the obligation of the Company to make the Severance Payment and provide Vesting Benefit to the Executive hereunder is subject to compliance with any applicable provisions of the Federal Deposit Insurance Corporation regulations found in Part 359 (entitled “Golden Parachute and Indemnification Payments”) of Title 12 of the Code of Federal Regulations (or any successor provisions).

Change in Control Severance Benefit. Subject to the Executive’s 's satisfaction of all of the conditions set forth in Section 4 below, if, within twelve (12) months following the closing date of a Change in Control which occurs during the Term, the Company initiates the Executive’s 's Termination of Employment (for reasons other than a termination for Cause, Disability or death) or the Executive initiates a Termination of Employment for Good Reason, the Company shall (a) pay the Executive, in a single lump-sum cash payment, an amount equal to two (2) times the Executive’s 's then current annualized base salary, but in no event less than annualized base salary on the Effective Date, subject to reduction for all applicable income, employment and related taxes and other required deductions (the “"Severance Payment”"), and (b) notwithstanding any provision in this Agreement (or any underlying equity award agreement) to the contrary, any time-based service condition contained in any equity awards by the Company outstanding in favor of the Executive shall be deemed to have been satisfied immediately prior to such Termination of Employment (the “"Vesting Benefit”"). The Company shall pay the Severance Payment to the Executive and provide the Vesting Benefit as soon as administratively feasible after the Executive’s 's Termination of Employment and following the date on which the Executive’s 's Release (defined below) becomes effective (but only if such Release becomes effective within sixty (60) days following the date of such termination of employment); provided, that, the Severance Payment required under this Section 3 shall be made in the second calendar year if such 60-day period begins in one calendar year and ends in the subsequent calendar year. If the Executive does not timely sign the Release such that it does not become effective within the 60-day period following the Executive’s 's Termination of Employment with the Company, then the Severance Payment shall be forfeited and the Vesting Benefit shall be disregarded (with no accelerated vesting). Notwithstanding the preceding provisions, the obligation of the Company to make the Severance Payment and provide Vesting Benefit to the Executive hereunder is subject to compliance with any applicable provisions of the Federal Deposit Insurance Corporation regulations found in Part 359 (entitled “"Golden Parachute and And Indemnification Payments”") of Title 12 of the Code of Federal Regulations (or any successor provisions).

Change in Control Severance Benefit. (a) Subject to the Executive’s satisfaction following provisions of all of the conditions this Section and Executive executing a Release (as set forth in Section 4 below20) and the statutory period during which the Executive is entitled to revoke the Release has expired on or before the fifty-second (52nd) day following the Termination Date, ifthe Bank or the Company shall provide the Executive with the payments and benefits set forth in this Section 9, if during the Term and within twelve twenty-four (1224) months following the closing date of after a Change in Control which occurs during Control, either (i) the Term, the Company initiates Bank terminates the Executive’s Termination of Employment employment (for reasons other than a termination for Cause, Disability Disability, or deathdeath pursuant to Section 11), or (ii) or the Executive initiates a Termination of Employment terminates his employment pursuant to Section 12 for Good Reason, . (b) The Bank shall pay to the Company shall (a) pay the Executive, in Executive a single lump-lump sum cash payment, an amount payment equal to 2.99 times the sum of (i) the Executive’s then current annualized base salaryBase Salary and (ii) the average of the Annual Bonuses earned for the three (3) full years preceding the year in which the Termination Date occurs or, but in no event if less than annualized base salary on three (3) years, the Effective Date, subject to reduction greater of (A) the average of the Annual Bonuses earned for all applicable incomefull years preceding the year in which the Termination Date occurs, employment and related taxes and other required deductions or (B) if less than one year, Executive’s Target Annual Bonus in effect for the year in which the Termination Date occurs (the “CIC Severance Payment”), and (b) notwithstanding any provision in this Agreement (or any underlying equity award agreement) to the contrary, any time-based service condition contained in any equity awards by the Company outstanding in favor of the Executive shall be deemed to have been satisfied immediately prior to such Termination of Employment (the “Vesting Benefit”). The Company shall Bank will pay the CIC Severance Payment to the Executive and provide the Vesting Benefit as soon as administratively feasible after the Executive’s Termination of Employment and following the date on which the Executive’s Release within fifty-two (defined below) becomes effective (but only if such Release becomes effective within sixty (6052) days following the date of such termination of employment); provided, that, the Severance Payment required under this Section 3 shall be made in the second calendar year if such 60-day period begins in one calendar year and ends in the subsequent calendar year. If the Executive does not timely sign the Release such that it does not become effective within the 60-day period following the Executive’s Termination Date provided that the Executive has executed and submitted a Release of Employment with claims (as described in Section 20) and the Companystatutory period during which the Executive is entitled to revoke the Release has expired on or before that fifty-second (52nd) day following the Termination Date; and provided further, then that if the fifty-two (52) day period following the Termination Date spans two (2) calendar years the Bank shall pay the Executive the CIC Severance Payment in the calendar year immediately following the calendar year of the Executive’s Termination Date. (c) The Bank or Company shall continue to provide group medical coverage for the Executive (and his spouse and dependents, if any, covered by the Bank’s group medical plan on his Termination Date), for the twenty-four (24) month period following the Termination Date. Such coverage shall be forfeited under the Bank’s or Company’s group medical plans and at the Vesting Benefit Bank’s or Company’s expense, shall be disregarded the same as that offered to active employees under the Bank’s or Company’s group medical plan and, to the extent Section 21(d) is applicable, shall be in compliance with Section 21(d) herein. If the coverage described in the preceding provisions is not available under the Bank’s or Company’s group medical plan or would violate any nondiscrimination rules under Code Section 105(h) or of any statute or regulation of similar effect or other adverse tax or legal consequences to the Bank or Company would apply, the Bank or Company shall provide the Cash Subsidy during the remainder of such twenty-four (with no accelerated vesting24) month period (which shall be paid on the first day of each applicable month during such period). Notwithstanding the preceding provisions, the obligation of the Company to make the Severance Payment and provide Vesting Benefit to the Executive hereunder is subject to compliance with any applicable provisions of the Federal Deposit Insurance Corporation regulations found in Part 359 (entitled “Golden Parachute and Indemnification Payments”) of Title 12 of the Code of Federal Regulations (or any successor provisions).The Executive

Change in Control Severance Benefit. Subject to the Executive’s satisfaction of all of the conditions set forth in Section 4 below, if, within twelve (12) months following the closing date of a Change in Control which occurs during the Term, the Company initiates the Executive’s Termination of Employment (for reasons other than a termination for Cause, Disability or death) or the Executive initiates a Termination of Employment for Good Reason, the Company shall (a) pay the Executive, in a single lump-sum cash payment, an amount equal to two (2) times the Executive’s then current annualized base salary, but in no event less than annualized base salary on the Effective Date, subject to reduction for all applicable income, employment and related taxes and other required deductions (the “Severance Payment”), and (b) notwithstanding any provision in this Agreement (or any underlying equity award agreement) to the contrary, any time-based service condition contained in any equity awards by the Company outstanding in favor of the Executive shall be deemed to have been satisfied immediately prior to such Termination of Employment (the “Vesting Benefit”). The Company shall pay the Severance Payment to the Executive and provide the Vesting Benefit as soon as administratively feasible after the Executive’s Termination of Employment and following the date on which the Executive’s Release (defined below) becomes effective (but only if such Release becomes effective within sixty (60) days following the date of such termination of employment); provided, that, the Severance Payment required under this Section 3 shall be made in the second calendar year if such 60-day period begins in one calendar year and ends in the subsequent calendar year. If the Executive does not timely sign the Release such that it does not become effective within the 60-day period following the Executive’s Termination of Employment with the Company, then the Severance Payment shall be forfeited and the Vesting Benefit shall be disregarded (with no accelerated vesting). Notwithstanding the preceding provisions, the obligation of the Company to make the Severance Payment and provide Vesting Benefit to the Executive hereunder is subject to compliance with any applicable provisions of the Federal Deposit Insurance Corporation regulations found in Part 359 (entitled “Golden Parachute and And Indemnification Payments”) of Title 12 of the Code of Federal Regulations (or any successor provisions).