Common use of Rights in Event of Termination of Employment Following Change in Control Clause in Contracts

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s employment, a “Change in Control” (as defined in Section 5(b) of this Agreement) has also occurred, HMS shall pay Executive an amount equal to and no greater than 2.0 times the Executive’s Agreed Compensation as defined in subsection (g) of Section 3, which amount shall be payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to a continuation of HMS’s employee benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s 's employment, a “"Change in Control” " (as defined in Section 5(b) of this Agreement) has also occurred, upon execution of a release satisfactory to HMS, HMS shall will provide Executive with the following pay Executive and benefits: (i) a payment in an amount equal to and no greater than 2.0 times the Executive’s 's Agreed Compensation as defined in subsection (g) of Section 3, which amount shall be payable in twenty-four twelve (2412) equal monthly installments. In addition; and (ii) subject to plan terms, Executive shall be entitled to a continuation of Executive’s continued participation in HMS’s 's employee benefits benefit plans for twenty-four twelve (2412) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in the event the payment payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s 's independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be maybe necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s 's employment, a “"Change in Control” " (as defined in Section 5(b) of this Agreement) has also occurred, upon execution of a release satisfactory to HMS, HMS shall will provide Executive with the following pay Executive and benefits: (i) a payment in an amount equal to and no greater than 2.0 2.99 times the Executive’s 's Agreed Compensation as defined in subsection (g) of Section 3, which amount shall be payable in twentythirty-four six (2436) equal monthly installments. In addition; and (ii) subject to plan terms, Executive shall be entitled to a continuation of Executive’s continued participation in HMS’s 's employee benefits benefit plans for twentythirty-four six (2436) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in the event the payment payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s 's independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be maybe necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the Corporation and Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s 's employment, a “"Change in Control” " (as defined in Section 5(b) of this Agreement) has also occurred, HMS Bank shall pay Executive an amount equal to and no greater than 2.0 2.99 times the Executive’s 's Agreed Compensation as defined in subsection (g) of Section 3, minus applicable taxes and withholdings, which amount shall be payable in twentythirty-four six (2436) equal monthly installments. In addition, Executive shall be entitled to for a continuation period of HMS’s employee benefits for twenty-four three (243) months years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If , Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Bank cannot provide such benefits because Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, HMS will pay a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). If permitted under the amount terms of money that it the plan, Executive shall receive additional retirement benefits to which he would have cost HMS to provide been entitled had his employment continued through the benefits to Executivethen remaining term of the Agreement. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s Corporation's independent auditors, Executive shall remit to HMS Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the Corporation and Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s employment, a “Change in Control” (as defined in Section 5(b) of this Agreement) has also occurred, HMS Corporation and Bank shall pay Executive an a lump sum amount equal to and no greater than 2.0 two (2) times the Executive’s Agreed Compensation as defined in subsection (ga) of Section 34, which amount shall be payable in twenty-four (24) equal monthly installmentsminus applicable taxes and withholdings. In addition, if Executive and his dependents who are qualified beneficiaries are eligible to elect continuation of health insurance benefits under COBRA and if Executive elects to purchase such COBRA continuation coverage for himself and/or for his qualified beneficiaries, then in such event the Employer shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain such coverage, net of the amount which employees of the Employer are required to contribute toward the purchase of health insurance benefits under the personnel policies of the Employer then in effect, which reimbursement shall continue until the first of the following to occur: (i) the expiration of 18 months following the date of termination of the Employment Period and (ii) the qualification of Executive and his qualified beneficiaries for substantially equivalent coverage under any health insurance policy maintained by any future employer of Executive. Reimbursement as provided for herein shall be entitled made by the Employer to Executive monthly within five (5) business days following the presentation by Executive to the Employer of evidence of payment by him (in the form of a copy of a cancelled check or credit card draft or other documentary evidence reasonably satisfactory to the Employer) of the monthly COBRA continuation of HMS’s employee benefits coverage premium for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executivemonth. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMSCorporation’s independent auditors, Executive shall remit to HMS Corporation the amount of the reduction reduction, plus such interest interest, as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Code Section 280G of G, the Code, then HMS Corporation shall be required only to pay to Executive the amount determined to be deductible under Code Section 280G.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the Corporation and Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s 's employment, a “"Change in Control” " (as defined in Section 5(b) of this Agreement) has also occurred, HMS Bank shall pay Executive an amount equal to and no greater than 2.0 2.99 times the Executive’s 's Agreed Compensation as defined in subsection (g) of Section 3, minus applicable taxes and withholdings, which amount shall be payable in twentythirty-four six (2436) equal monthly installments. Execution Copy -------------- In addition, Executive shall be entitled to for a continuation period of HMS’s employee benefits for twenty-four three (243) months years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If , Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Bank cannot provide such benefits because Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, HMS will pay a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). If permitted under the amount terms of money that it the plan, Executive shall receive additional retirement benefits to which he would have cost HMS to provide been entitled had his employment continued through the benefits to Executivethen remaining term of the Agreement. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s Corporation's independent auditors, Executive shall remit to HMS Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s employment, a “Change in Control” " (as defined in Section 5(b) of this Agreement) has also occurred, upon execution of a mutual release HMS shall pay Executive an amount equal to and no greater than 2.0 times the Executive’s Agreed Compensation as defined in subsection (g) of Section 3, which amount shall be payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to a continuation of HMS’s employee benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive validly and timely delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the Corporation and Bank), Executive shall be absolutely entitled to receive the following compensation and benefits set forth belowbenefits: If, at the time of termination of Executive’s 's employment, a “Change in Control” Control (as defined in Section 5(b) of this Agreement) has also occurred, HMS Corporation and Bank shall pay Executive an amount equal to two (2) and no greater than 2.0 one-half times the Executive’s Agreed Compensation (as defined in subsection (gSection 3(h) of Section 3, which amount shall be payable this Agreement) in twenty-four either (24i) thirty (30) equal monthly installmentsinstallments or (ii) a lump sum equal to the present value of the amounts payable under this subsection, said payments commencing within thirty (30) days after Executive's termination of employment. For purposes of the preceding sentence, present value will be determined by using the short-term applicable federal rate under Section 1274 of the Internal Revenue Code of 1986, as amended (the "Code") in effect on the date of termination of employment. In additionlieu of continued pension, Executive welfare and other benefits, a one-time lump sum cash payment equal to 25% of the payments to be received for termination of the Agreement under this provision shall be entitled paid to a continuation Executive within thirty (30) days following the date of HMS’s employee benefits for twenty-four (24) months termination of Executive's employment. Notwithstanding any other provision of this Agreement or until Executive secures substantially similar benefits through any other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit agreement or plan because he no longer is an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. HoweverCorporation or Bank, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s Corporation's independent auditors, Executive shall remit to HMS Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Intention to Collect Benefits or a Notice of Termination, pursuant to Section 5(a) of this Agreement) , to HMS only (not the Bank)Corporation, Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s employment, a “Change in Control” (as defined in Section 5(b) of this Agreement) has also occurred, HMS Corporation shall pay Executive an amount a lump sum amount, equal to and no greater than 2.0 2.99 times the Executive’s Agreed Compensation (as defined in subsection (gSection 3(f) of Section 3this Agreement), the payment of which amount shall be payable in twenty-four (24) equal monthly installmentssubject to applicable taxes and withholdings. In addition, Executive shall be entitled to for a continuation period of HMS’s employee benefits for twenty-four three (243) months years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If , Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation cannot provide such benefits because Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, HMS will pay a dollar amount equal to the cost to Executive the amount of money that it would have cost HMS to provide the obtaining such benefits to Executive(or substantially similar benefits). However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMSCorporation’s independent auditors, Executive shall remit to HMS Corporation the amount of the reduction reduction, plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing forgoing or any other provision of this contract Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the Corporation and Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s 's employment, a “"Change in Control” " (as defined in Section 5(b) of this Agreement) has also occurred, HMS Corporation and Bank shall pay Executive an a lump sum amount equal to and no greater than 2.0 2.99 times the Executive’s 's Agreed Compensation as defined in subsection (gSection 3(f) of Section 3, this Agreement (the payment of which amount shall be payable in twenty-four (24) equal monthly installmentssubject to applicable taxes and withholdings). In addition, Executive shall be entitled to for a continuation period of HMS’s employee benefits for twenty-four three (243) months years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation and Bank cannot provide such benefits because Executive is no longer an employee, a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). If permitted under the terms of the plan, Executive may continue to participate in all qualified and non- qualified retirement plans as if his employment had continued through the then remaining term of the Agreement. If Executive is no longer not eligible to participate in an employee benefit plan because he no longer is an employeenon- qualified or qualified retirement plans, HMS Executive will pay Executive receive a lump sum cash payment equal to 29% of the amount payments to be received for termination of money that it would have cost HMS to provide the benefits to ExecutiveAgreement under this provision. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s Corporation's independent auditors, Executive shall remit to HMS Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-non- deductible pursuant to the regulations promulgated under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then HMS the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the HNC and Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s 's employment, a “"Change in Control” " (as defined in Section 5(b) of this Agreement) has also occurred, HMS Bank shall pay Executive an amount equal to and no greater than 2.0 times the Executive’s 's Agreed Compensation as defined in subsection (g) of Section 3, minus applicable taxes and withholdings, which amount shall be payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to for a continuation period of HMS’s employee benefits for twenty-four two (242) months years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If , Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to her termination of employment, or, if Bank cannot provide such benefits because Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, HMS will pay a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). If permitted under the amount terms of money that it the plan, Executive shall receive additional retirement benefits to which she would have cost HMS to provide been entitled had her employment continued through the benefits to Executivethen remaining term of the Agreement. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his her termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s HNC's independent auditors, Executive shall remit to HMS HNC the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then HMS HNC shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s 's employment, a “"Change in Control” " (as defined in Section 5(b) of this Agreement) has also occurred, upon execution of a release satisfactory to HMS, HMS shall will provide Executive with the following pay Executive and benefits: (i) a payment in an amount equal to and no greater than 2.0 1.0 times the Executive’s 's Agreed Compensation as defined in subsection (g) of Section 3, which amount shall be payable in twenty-four twelve (2412) equal monthly installments. In addition; and (ii) subject to plan terms, Executive shall be entitled to a continuation of Executive’s continued participation in HMS’s 's employee benefits benefit plans for twenty-four twelve (2412) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in the event the payment payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s 's independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be maybe necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the Corporation and Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s 's employment, a “"Change in Control” " (as defined in Section 5(b) of this Agreement) has also occurred, HMS Corporation and Bank shall pay Executive an amount equal to and no not greater than 2.0 2.99 times the Executive’s 's Agreed Compensation as defined in subsection (gf) of this Section 3, which amount shall be payable in twentythirty-four six (2436) equal monthly installmentsinstallments and shall be subject to federal, state and local tax withholdings. In addition, Executive shall be entitled to for a continuation period of HMS’s employee benefits for twenty-four three (243) months years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If , Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation and Bank cannot provide such benefits because Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, HMS a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits), but only to the extent that such payment will pay not violate Section 409A of the Code. If permitted under the terms of the plan, Executive the amount of money that it shall receive additional retirement benefits to which he would have cost HMS to provide been entitled had his employment continued through the benefits to Executivethen remaining term of the Agreement. However, in In the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his Executive's termination of employment, would result in the imposition of an excise tax under Code Section 4999, Executive shall receive an additional payment such payments that the net amount retained by the Executive, after application of such excise tax and any federal, state and local income and payroll taxes payable by Executive on such additional payment, shall be retroactively equal to the amount Executive would have received had the excise tax not been imposed; provided, however, that no such additional payment shall be made hereunder unless the amount of "parachute payments" exceeds three times the aggregate allocable "base amount" for such parachute payments (as those terms are defined under Code Section 280G) by more than fifty thousand dollars ($50,000); and provided further, that if necessary) the amount of parachute payments does not exceed three times the aggregate allocable base amount by more than fifty thousand dollars ($50,000), the amount payable to Executive hereunder shall be reduced to the extent necessary necessary, but no more than is necessary, to avoid such application of any excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Code Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.4999.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the Corporation and Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s 's employment, a “"Change in Control” " (as defined in Section 5(b) of this Agreement) has also occurred, HMS Corporation and Bank shall pay Executive an a lump sum amount equal to and no greater than 2.0 2.99 times the Executive’s 's Agreed Compensation as defined in subsection (gf) of Section 3, which amount shall be payable in twenty-four (24) equal monthly installmentsminus applicable taxes and withholdings. In addition, Executive shall be entitled to for a continuation period of HMS’s employee benefits for twenty-four three (243) months years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If , Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation and Bank cannot provide such benefits because Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, HMS will pay a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). If permitted under the amount terms of money that it the plan, Executive shall receive additional retirement benefits to which he would have cost HMS to provide been entitled had his employment continued through the benefits to Executivethen remaining term of the Agreement. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s Corporation's independent auditors, Executive shall remit to HMS Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then HMS the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the Corporation and Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s 's employment, a “"Change in Control” " (as defined in Section 5(b) of this Agreement) has also occurred, HMS Corporation and Bank shall pay Executive an a lump sum amount equal to and no greater than 2.0 2.99 times the Executive’s 's Agreed Compensation as defined in subsection (gf) of Section 3, (the payment of which amount shall be payable in twenty-four (24) equal monthly installmentssubject to applicable taxes and withholdings). In addition, Executive shall be entitled to for a continuation period of HMS’s employee benefits for twenty-four three (243) months years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If , Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation and Bank cannot provide such benefits because Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, HMS will pay a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). If permitted under the amount terms of money that it the plan, Executive shall receive additional retirement benefits to which he would have cost HMS been entitled had his employment continued through the then remaining term of the Agreement. In lieu of continued pension, welfare and other benefits, Executive may elect to provide receive a lump sum cash payment equal to 25% of the benefits payments to Executivebe received for termination of the Agreement under this provision. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.to

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the Corporation and Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s 's employment, a “"Change in Control” " (as defined in Section 5(b) of this Agreement) has also occurred, HMS Corporation and Bank shall pay Executive an a lump sum amount equal to and no greater than 2.0 2.99 times the Executive’s 's Agreed Compensation as defined in subsection (gSection 3(f) of Section 3, this Agreement (the payment of which amount shall be payable in twenty-four (24) equal monthly installmentssubject to applicable taxes and withholdings). In addition, Executive shall be entitled to for a continuation period of HMS’s employee benefits for twenty-four three (243) months years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation and Bank cannot provide such benefits because Executive is no longer an employee, a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). After this period of continuation of benefits expires, Executive may continue to participate, at his own expense, in the medical insurance plan in effect at the Corporation or Bank until the Executive's sixty-fifth (65th) birthday, if and as long as Executive is eligible to participate under the terms and/or conditions of the medical insurance plan. If permitted under the terms of the plans, Executive may continue to participate in all qualified and non-qualified retirement plans as if his employment had continued through the then remaining term of the Agreement. If Executive is no longer not eligible to participate in an employee benefit plan because he no longer is an employeenon-qualified or qualified retirement plans, HMS Executive will pay Executive receive a lump sum cash payment equal to 25% of the amount payments to be received for termination of money that it would have cost HMS to provide the benefits to ExecutiveAgreement under this provision. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s Corporation's independent auditors, Executive shall remit to HMS Corporation the amount of the reduction reduction, plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing forgoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then HMS the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the Corporation and Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s 's employment, a “"Change in Control” " (as defined in Section 5(b) of this Agreement) has also occurred, HMS Corporation and Bank shall pay Executive an a lump sum amount equal to and no greater than 2.0 2.99 times the Executive’s 's Agreed Compensation as defined in subsection (gf) of Section 3, which amount shall be payable in twenty-four (24) equal monthly installmentsminus applicable taxes and withholdings. In addition, Executive shall be entitled to for a continuation period of HMS’s employee benefits for twenty-four three (243) months years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If , Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation and Bank cannot provide such benefits because Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, HMS will pay a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). If permitted under the amount terms of money that it the plan, Executive shall receive additional retirement benefits to which he would have cost HMS to provide been entitled had his employment continued through the benefits to Executivethen remaining term of the Agreement. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s Corporation's independent auditors, Executive shall remit to HMS Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the Corporation and Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s 's employment, a “"Change in Control” " (as defined in Section 5(b) of this Agreement) has also occurred, HMS Corporation and Bank shall pay Executive an a lump sum amount equal to and no greater than 2.0 2.99 times the Executive’s 's Agreed Compensation as defined in subsection (gf) of Section 3, (the payment of which amount shall be payable in twenty-four (24) equal monthly installmentssubject to applicable taxes and withholdings). In addition, Executive shall be entitled to for a continuation period of HMS’s employee benefits for twenty-four three (243) months years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If , Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation and Bank cannot provide such benefits because Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, HMS will pay a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). If permitted under the amount terms of money that it the plan, Executive shall receive additional retirement benefits to which he would have cost HMS been entitled had his employment continued through the then remaining term of the Agreement. In lieu of continued pension, welfare and other benefits, Executive may elect to provide receive a lump sum cash payment equal to 25% of the benefits payments to Executivebe received for termination of the Agreement under this provision. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s Corporation's independent auditors, Executive shall remit to HMS Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s employment, after a “Change in Control” (as defined in Section 5(b) of this Agreement) has also occurredto Corporation and Bank, HMS Executive shall pay Executive be entitled to receive (i) a payment in an amount equal to and no greater than 2.0 1.0 times the Executive’s Agreed Compensation as defined in subsection (g) of Section 3then Annual Base Salary, which amount shall be payable in twenty-four twelve (2412) equal monthly installments. In addition, installments commencing within thirty (30) days of receiving an executed release subject to the requirements of Code Section 409A; and (ii) Corporation and Bank shall reimburse Executive shall be entitled in an amount equal to a continuation of HMS’s the monthly premium paid by her to obtain substantially similar employee benefits for twenty-four (24) which she enjoyed prior to termination, which reimbursement shall continue until the expiration of 12 months following the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible , subject to participate in an employee benefit plan because he no longer is an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to ExecutiveCode Section 409A if applicable. However, in the event the payment payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his her termination of employment, would result in the imposition of an excise tax under Code Section 4999, such the severance payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMSCorporation and Bank’s independent auditors, Executive shall remit to HMS Corporation and Bank the amount of the reduction plus such interest as may be maybe necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS Corporation and Bank shall be required only to pay to Executive the amount determined to be deductible under Section 280G.280G. If when the Executive’s employment terminates, the Executive is a “specified employee,” as defined in Code Section 409A(a)(2)(B)(i), then despite any provision of this Employment Agreement or other plan or agreement to the contrary, the Executive will not be entitled to the payments until the earliest of: (a) the date that is at least six months after the Executive’s separation from service (within the meaning of Code Section 409A) for reasons other than the Executive’s death, (b) the date of the Executive’s death, or (c) any earlier date that does not result in additional tax or interest to the Executive under Code Section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum with any remaining payments to commence in accordance with the terms of this Agreement or other applicable plan or agreement.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the HNC and Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s 's employment, a “"Change in Control” " (as defined in Section 5(b) of this Agreement) has also occurred, HMS Bank shall pay Executive an amount equal to and no greater than 2.0 times the Executive’s 's Agreed Compensation as defined in subsection (g) of Section 3, minus applicable taxes and withholdings, which amount shall be payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to for a continuation period of HMS’s employee benefits for twenty-four two (242) months years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If , Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Bank cannot provide such benefits because Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, HMS will pay a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). If permitted under the amount terms of money that it the plan, Executive shall receive additional retirement benefits to which he would have cost HMS to provide been entitled had his employment continued through the benefits to Executivethen remaining term of the Agreement. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s HNC's independent auditors, Executive shall remit to HMS HNC the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then HMS HNC shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the Corporation and Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s 's employment, a “"Change in Control” " (as defined in Section 5(b) of this Agreement) has also occurred, HMS Corporation and Bank shall pay Executive an a lump sum amount equal to and no greater than 2.0 2.99 times the Executive’s 's Agreed Compensation as defined in subsection Section 3 of this Agreement (g) the payment of Section 3, which amount shall be payable in twenty-four (24) equal monthly installmentssubject to applicable taxes and withholdings). In addition, Executive shall be entitled to for a continuation period of HMS’s employee benefits for twenty-four three (243) months years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur, Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if Corporation and Bank cannot provide such benefits because Executive is no longer an employee, a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). If permitted under the terms of the plan, Executive may continue to participate in all qualified and non-qualified retirement plans as if his employment had continued through the then remaining term of the Agreement. If Executive is no longer not eligible to participate in an employee benefit plan because he no longer is an employeenon- qualified or qualified retirement plans, HMS Executive will pay Executive receive a lump sum cash payment equal to 25% of the amount payments to be received for termination of money that it would have cost HMS to provide the benefits to ExecutiveAgreement under this provision. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s Corporation's independent auditors, Executive shall remit to HMS Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the EXHIBIT 10.10 EXECUTION COPY 02/28/02 Internal Revenue Code of 1986, as amended (the "Code"), then HMS the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the HNC and Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s 's employment, a “"Change in Control” " (as defined in Section 5(b) of this Agreement) has also occurred, HMS HNC and Bank shall pay Executive an a lump sum amount equal to and no greater than 2.0 2.99 times the Executive’s 's Agreed Compensation as defined in subsection (g) of Section 3, which amount shall be payable in twenty-four (24) equal monthly installmentsminus applicable taxes and withholdings. In addition, Executive shall be entitled to for a continuation period of HMS’s employee benefits for twenty-four three (243) months years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If , Executive shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive during the two (2) years prior to his termination of employment, or, if HNC and Bank cannot provide such benefits because Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, HMS will pay a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). If permitted under the amount terms of money that it the plan, Executive shall receive additional retirement benefits to which he would have cost HMS to provide been entitled had his employment continued through the benefits to Executivethen remaining term of the Agreement. However, in the event if the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced increased to the extent necessary to avoid cover such excise tax imposition. Upon written notice imposition and any incremental income taxes he may be required to Executive, together with calculations of HMS’s independent auditors, Executive shall remit to HMS the amount pay by reason of the reduction plus such interest as may be necessary to avoid the imposition receipt of such excise tax. Notwithstanding the foregoing or any other provision of additional amounts under this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.Agreement.

Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the Bank)HMS, Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s employment, a “Change in Control” (as defined in Section 5(b) of this Agreement) has also occurred, upon Executive’s execution of a release of claims satisfactory to HMS, HMS shall will provide Executive with the following pay Executive and benefits: (i) a payment in an amount equal to and no greater than 2.0 1.0 times the Executive’s Agreed Compensation as defined in subsection (g) of Section 3then Annual Base Salary, which amount shall be payable in twenty-four twelve (2412) equal monthly installments. In addition, installments commencing within thirty (30) days of receiving an executed release subject to the requirements of Code Section 409A; and (ii) HMS shall reimburse Executive shall be entitled in an amount equal to a continuation of HMS’s the monthly premium paid by him to obtain substantially similar employee benefits for twenty-four (24) which he enjoyed prior to termination, which reimbursement shall continue until the expiration of 12 months following the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible , subject to participate in an employee benefit plan because he no longer is an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to ExecutiveCode Section 409A if applicable. However, in the event the payment payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such the severance payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s 's independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be maybe necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.280G. If when the Executive’s employment terminates, the Executive is a “specified employee,” as defined in Code Section 409A(a)(2)(B)(i), then despite any provision of this Employment Agreement or other plan or agreement to the contrary, the Executive will not be entitled to the payments until the earliest of: (a) the date that is at least six months after the Executive’s separation from service (within the meaning of Code Section 409A) for reasons other than the Executive’s death, (b) the date of the Executive’s death, or (c) any earlier date that does not result in additional tax or interest to the Executive under Code Section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum with any remaining payments to commence in accordance with the terms of this Agreement or other applicable plan or agreement.