Common use of Severance Consideration Clause in Contracts

Severance Consideration. a. The Bank agrees to pay to Employee a total of Forty Thousand Three Hundred Thirty-Three and 32/100 dollars ($40,333.32), less all applicable withholding taxes and payroll deductions. This amount will be paid to Employee in the form of his current base salary of Ten Thousand Eight Hundred Thirty-three and 33/100 dollars ($10,833.33) paid semi-monthly, minus applicable tax withholdings, for seven (7) weeks and three (3) days following the effective date of this agreement in accordance with Section 12(c), below. Salary is to be paid in installments according to the Bank’s normal payroll practices between February 6th and March 31st. Payments to Employee pursuant to this section begin after the date on which this Agreement becomes effective in accordance with Section 12(c) below. b. The Bank agrees to pay Employee all unused and accrued PTO days remaining as of the Resignation Date equaling twenty hours equivalent to Two-Thousand Five Hundred Dollars and 00/100 dollars ($2,500) less applicable withholding taxes and payroll deductions, which represents the balance of any unused and accrued PTO days that Employee has remaining. This amount will be paid to Employee on the last regular payroll after the Resignation Date. c. The Employee’s rights with respect to vested and unvested stock options are determined as follows: Employee agrees to waive and forfeit all rights to any unvested stock options/warrants, and may maintain any vested stock options in accordance to the Piedmont Community Bank Holdings, Inc Phantom Equity Plan. Employee agrees to execute all documents necessary to effectuate the obligations contained in this paragraph. d. Upon the resignation of his employment, Employee shall be provided, as required by law, notification as to his right to continue his health and dental insurance coverage under the provisions of the Consolidated Budget Reconciliation Act of 1985 (COBRA). The bank will also agree to pay Employee the amount of $3,610.89, less applicable withholding taxes and payroll deductions. This payment is intended to represent an amount that may be sufficient to enable Employee to pay the required percentage of his COBRA health insurance premiums for three (3) months for coverage under the Bank's group health plan (including health and dental benefits) for the same level of coverage Employee currently has in effect under the Bank’s group health on the day immediately preceding the Resignation Date. Notwithstanding this express intention, the parties recognize and acknowledge that Employee is free to spend this payment as he chooses. This amount will be paid to Employee in a lump sum as soon as practicable following the date on which this Agreement becomes effective. Employee understands that it is Employee’s responsibility to comply and qualify for the COBRA benefit continuation and to pay the premium cost as required. Employee understands that nothing in this Agreement operates to vary or alter the terms and conditions of the Bank’s benefit plan(s). e. Employee acknowledges that the above payments and other considerations provided in this Agreement are in excess of any amount the Bank may be obligated to provide to you in conjunction with your resignation under Bank policy. f. Employee acknowledges and represents that subject to the Bank’s fulfillment of the obligations contained in this Agreement, Employee knows of no unpaid wages or other money due to him from the Bank and that Employee has no accrued claims relating to any medical condition or relating to any employment leave. Employee represents that he was not denied a request for leave, or retaliated against for taking leave under the Family and Medical Leave Act, 29 U.S.C. §§2601 et seq., at any time during his employment with the Bank.

Severance Consideration. a. The Bank agrees If this Agreement is executed and timely returned and is not revoked by ▇▇▇▇▇▇▇ pursuant to Section 6 before October 9, 2015 (the “Effective Date”), then ▇▇▇▇▇▇▇ shall be entitled to receive the following from Gain (collectively, the “Severance Consideration”), subject to all federal, state, city, foreign and other applicable taxes and withholdings as may be required pursuant to any law or governmental regulation or ruling and all other customary deductions made with respect to Gain’s employees generally: (a) pay to Employee a total for accrued but unused PTO benefits as of Forty the Termination Date totaling Sixteen Thousand Three Five Hundred Thirty-Three Six Dollars and 32/100 dollars Seven Cents ($40,333.3216,506.07); (b) a lump-sum cash payment of Two Hundred Thousand Dollars ($200,000), less all applicable withholding taxes and payroll deductions. This amount will which shall be paid to Employee ▇▇▇▇▇▇▇ at the time bonus payments are made to executives of Gain during 2016, which is currently anticipated to take place in the form of his current base salary of Ten Thousand Eight Hundred ThirtyMarch 2016; (c) severance in an amount equal to Sixty-three and 33/100 dollars ($10,833.33) paid semi-monthly, minus applicable tax withholdings, for seven (7) weeks and three (3) days following the effective date of this agreement in accordance with Section 12(c), below. Salary is to be paid in installments according to the Bank’s normal payroll practices between February 6th and March 31st. Payments to Employee pursuant to this section begin after the date on which this Agreement becomes effective in accordance with Section 12(c) below. b. The Bank agrees to pay Employee all unused and accrued PTO days remaining as of the Resignation Date equaling twenty hours equivalent to Two-Two Thousand Five Hundred Dollars and 00/100 dollars ($2,50062,500) less applicable withholding taxes and payroll deductions(the “Severance”), which represents the balance of any unused and accrued PTO days that Employee has remaining. This amount will be paid is equivalent to Employee on the last regular payroll after the Resignation Date. c. The Employee’s rights with respect to vested and unvested stock options are determined as follows: Employee agrees to waive and forfeit all rights to any unvested stock options/warrants, and may maintain any vested stock options in accordance to the Piedmont Community Bank Holdings, Inc Phantom Equity Plan. Employee agrees to execute all documents necessary to effectuate the obligations contained in this paragraph. d. Upon the resignation of his employment, Employee shall be provided, as required by law, notification as to his right to continue his health and dental insurance coverage under the provisions of the Consolidated Budget Reconciliation Act of 1985 (COBRA). The bank will also agree to pay Employee the amount of $3,610.89, less applicable withholding taxes and payroll deductions. This payment is intended to represent an amount that may be sufficient to enable Employee to pay the required percentage of his COBRA health insurance premiums for three (3) months for coverage under the Bank's group health plan (including health and dental benefits) for the same level of coverage Employee currently has ▇▇▇▇▇▇▇’▇ base salary as in effect under as of the Bank’s group health on the day immediately preceding the Resignation Termination Date. Notwithstanding this express intention, the parties recognize and acknowledge that Employee is free to spend this payment as he chooses. This amount will which shall be paid to Employee him in accordance with Gain’s normal payroll practices in equal installments through December 31, 2015, and which shall commence as soon as administratively practicable following the Effective Date; (d) notwithstanding any provision to the contrary in any applicable grant agreement or Gain’s 2010 Omnibus Incentive Compensation Plan (or a lump sum successor plan), all shares subject to Gain equity grants (including, without limitation, stock options, stock units and stock awards) that would vest solely on ▇▇▇▇▇▇▇’▇ continued employment with Gain during the period from the Effective Date through March 31, 2016 shall immediately vest in full and/or become immediately exercisable or payable as soon as practicable following after the date on which this Agreement becomes effective. Employee understands Effective Date; (e) to the extent permitted under applicable law, Gain will provide continued health benefits to ▇▇▇▇▇▇▇ at the same premium rates charged to other then-current employees of Gain, or, at its option, waive that it is Employee’s responsibility to comply and qualify for the COBRA benefit continuation and to pay the premium cost as required. Employee understands that nothing in this Agreement operates to vary or alter the terms and conditions portion of the Bank’s benefit plan(s). e. Employee acknowledges cost for COBRA continuation coverage that the above payments and other considerations provided in this Agreement are is in excess of any amount what then-current employees of Gain pay for health benefits under Gain’s benefit plans for the Bank may be obligated to provide to you in conjunction with your resignation under Bank policy.period from the Termination Date through December 31, 2015 (the “Benefits”); and f. Employee acknowledges (f) his base salary accrued and represents that subject to the Bank’s fulfillment unpaid as of the obligations contained in this Agreement, Employee knows date of no unpaid wages or other money due to him from the Bank and that Employee has no accrued claims relating to any medical condition or relating to any employment leave. Employee represents that he was not denied a request for leave, or retaliated against for taking leave under the Family and Medical Leave Act, 29 U.S.C. §§2601 et seqTermination Date., at any time during his employment with the Bank.

Severance Consideration. a. The Bank agrees Subject to pay to Employee the terms of this Agreement and Executive’s execution of the attached Release (Exhibit B) within 45 days of receipt (and no revocation during the seven-day revocation period described in the Release) and compliance with the terms thereof: (a) the Company shall provide Executive with a total lump sum payment of Forty Thousand Three Hundred Thirty-Three and 32/100 dollars $448,000 ($40,333.32which amount represents fourteen (14) months’ current base salary), less all applicable withholding taxes and payroll deductions. This amount will be paid to Employee in the form of his current base salary of Ten Thousand Eight Hundred Thirty-three and 33/100 dollars ($10,833.33) paid semi-monthly, minus applicable tax withholdingswithholding; (b) the Company shall provide Executive with a lump sum payment of $366,545 (which amount represents fourteen (14) months of Executive’s annual target Sales Incentive Plan (SIP) award), for seven less applicable tax withholding; (7c) weeks the Company shall provide Executive with a lump sum payment of $94,685 (which amount represents a pro rata payment of Executive’s 2021 target SIP award through April 20, 2021), less applicable tax withholding; (d) the Company shall make fourteen (14) months of premium payments on behalf of Executive and three (3) days Executive’s dependents following the effective date Effective Date (with a catch-up payment for payments deferred pending the irrevocability of this agreement in accordance with Section 12(cthe Release), below. Salary is to be paid in installments according up to the Bankmonthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s normal payroll practices between February 6th eligible dependents immediately before the Separation Date, provided that Executive timely elects to extend and March 31st. Payments to Employee pursuant to this section begin after the date on which this Agreement becomes effective in accordance with Section 12(c) below. b. The Bank agrees to pay Employee all unused and accrued PTO days remaining as of the Resignation Date equaling twenty hours equivalent to Two-Thousand Five Hundred Dollars and 00/100 dollars ($2,500) less applicable withholding taxes and payroll deductions, which represents the balance of any unused and accrued PTO days that Employee has remaining. This amount will be paid to Employee on the last regular payroll after the Resignation Date. c. The Employee’s rights with respect to vested and unvested stock options are determined as follows: Employee agrees to waive and forfeit all rights to any unvested stock options/warrants, and may maintain any vested stock options in accordance to the Piedmont Community Bank Holdings, Inc Phantom Equity Plan. Employee agrees to execute all documents necessary to effectuate the obligations contained in this paragraph. d. Upon the resignation of his employment, Employee shall be provided, as required by law, notification as to his right to continue his health and dental insurance coverage under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended, or corresponding provision of state law (“COBRA”) for this period for Executive and his eligible dependents enrolled immediately before the Separation Date; and (e) Executive shall be entitled to acceleration of vesting of Executive’s stock units with respect to the Company’s Common Stock as immediately prior to the Mergers as follows: • full acceleration of vesting of the restricted stock units (“RSUs”) granted as Executive’s fiscal year 2020 SIP award; • accelerated vesting of the RSUs granted as Executive’s 2021 Focal Equity Award that were scheduled to vest through June 30, 2021; • vesting in 225% of the target number of shares of Common Stock (the amount of performance determined by the Company’s Compensation Committee or its delegate to have been achieved thereunder) subject to Executive’s 2020 market value stock unit (“MVSU”) award (to which Executive is entitled without regard to termination of employment or the delivery of the Release); and • full acceleration of vesting of all other RSUs. The RSUs and MVSUs (and the shares of Company Common Stock issuable thereunder) that are accelerated pursuant to this subsection (e) shall be deemed outstanding and vested prior to the Delaware Merger Effective Time and will be exchanged (and tax withheld) in accordance with Sections 5.4(f) and (g) of the Merger Agreement. The “Effective Date” of the Release means the eighth day after the date Executive signs the Release (if it is not revoked prior thereto). The bank will also agree to pay Employee the amount of $3,610.89amounts specified in (a), less applicable withholding taxes (b) and payroll deductions. This payment is intended to represent an amount that may be sufficient to enable Employee to pay the required percentage of his COBRA health insurance premiums for three (3c) months for coverage under the Bank's group health plan (including health and dental benefits) for the same level of coverage Employee currently has in effect under the Bank’s group health on the day immediately preceding the Resignation Date. Notwithstanding this express intention, the parties recognize and acknowledge that Employee is free to spend this payment as he chooses. This amount above will be paid to Employee in a lump sum as soon as practicable following by Company on the date on which Effective Date. For the avoidance of doubt, the severance consideration provided under this Agreement becomes effective. Employee understands that it is Employee’s responsibility to comply and qualify for Section 4 constitutes the COBRA benefit continuation and to pay the premium cost as required. Employee understands that nothing in this Agreement operates to vary or alter the terms and conditions of the Bank’s benefit plan(s). e. Employee acknowledges that the above entire severance payments and consideration receivable by Executive in connection with Executive’s termination of employment and supersedes and replaces any other considerations provided in this Agreement are in excess of any amount severance and compensation payable under the Bank may be obligated to provide to you in conjunction with your resignation under Bank policy. f. Employee acknowledges and represents that subject to the Bank’s fulfillment of the obligations contained in this CIC Agreement, Employee knows of no unpaid wages or the Merger Agreement, and any other money due to him from the Bank and that Employee has no accrued claims relating to any medical condition or relating to any employment leave. Employee represents that he was not denied a request for leave, or retaliated against for taking leave under the Family and Medical Leave Act, 29 U.S.C. §§2601 et seq., at any time during his employment agreement with the BankCompany.

Severance Consideration. a. The Bank agrees Subject to pay to Employee the terms of this Agreement and Executive’s execution of the attached Release (Exhibit B) within 45 days of receipt (and no revocation during the seven-day revocation period described in the Release) and compliance with the terms thereof: (a) the Company shall provide Executive with a total lump sum payment of Forty Thousand Three Hundred Thirty-Three and 32/100 dollars $432,600 ($40,333.32which amount represents fourteen (14) months’ current base salary), less all applicable withholding taxes and payroll deductions. This amount will be paid to Employee in the form of his current base salary of Ten Thousand Eight Hundred Thirty-three and 33/100 dollars ($10,833.33) paid semi-monthly, minus applicable tax withholdingswithholding; (b) the Company shall provide Executive with a lump sum payment of $324,450 (which amount represents fourteen (14) months of Executive’s annual target bonus), for seven less applicable tax withholding; (7c) weeks the Company shall provide Executive with a lump sum payment of $83,811 (which amount represents a pro rata payment of Executive’s 2021 target bonus through April 20, 2021), less applicable tax withholding; (d) the Company shall make fourteen (14) months of premium payments on behalf of Executive and three (3) days Executive’s dependents following the effective date Effective Date (with a catch-up payment for payments deferred pending the irrevocability of this agreement in accordance with Section 12(cthe Release), below. Salary is to be paid in installments according up to the Bankmonthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s normal payroll practices between February 6th eligible dependents immediately before the Separation Date, provided that Executive timely elects to extend and March 31st. Payments to Employee pursuant to this section begin after the date on which this Agreement becomes effective in accordance with Section 12(c) below. b. The Bank agrees to pay Employee all unused and accrued PTO days remaining as of the Resignation Date equaling twenty hours equivalent to Two-Thousand Five Hundred Dollars and 00/100 dollars ($2,500) less applicable withholding taxes and payroll deductions, which represents the balance of any unused and accrued PTO days that Employee has remaining. This amount will be paid to Employee on the last regular payroll after the Resignation Date. c. The Employee’s rights with respect to vested and unvested stock options are determined as follows: Employee agrees to waive and forfeit all rights to any unvested stock options/warrants, and may maintain any vested stock options in accordance to the Piedmont Community Bank Holdings, Inc Phantom Equity Plan. Employee agrees to execute all documents necessary to effectuate the obligations contained in this paragraph. d. Upon the resignation of his employment, Employee shall be provided, as required by law, notification as to his right to continue his health and dental insurance coverage under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 1985, as amended, or corresponding provision of state law (“COBRA”) for this period for Executive and his eligible dependents enrolled immediately before the Separation Date; and (e) Executive shall be entitled to acceleration of vesting of Executive’s stock units with respect to the Company’s Common Stock as immediately prior to the Mergers as follows: • full acceleration of vesting of the restricted stock units (“RSUs”) granted as Executive’s fiscal year 2020 bonus; • accelerated vesting of the RSUs granted as Executive’s 2021 Focal Equity Award that were scheduled to vest through June 30, 2021; • vesting in 225% of the target number of shares of Common Stock (the amount of performance determined by the Company’s Compensation Committee or its delegate to have been achieved thereunder) subject to Executive’s 2020 market value stock unit (“MVSU”) award (to which Executive is entitled without regard to termination of employment or the delivery of the Release); and • full acceleration of vesting of all other RSUs. The RSUs and MVSUs (and the shares of Company Common Stock issuable thereunder) that are accelerated pursuant to this subsection (e) shall be deemed outstanding and vested prior to the Delaware Merger Effective Time and will be exchanged (and tax withheld) in accordance with Sections 5.4(f) and (g) of the Merger Agreement. The “Effective Date” of the Release means the eighth day after the date Executive signs the Release (if it is not revoked prior thereto). The bank will also agree to pay Employee the amount of $3,610.89amounts specified in (a), less applicable withholding taxes (b) and payroll deductions. This payment is intended to represent an amount that may be sufficient to enable Employee to pay the required percentage of his COBRA health insurance premiums for three (3c) months for coverage under the Bank's group health plan (including health and dental benefits) for the same level of coverage Employee currently has in effect under the Bank’s group health on the day immediately preceding the Resignation Date. Notwithstanding this express intention, the parties recognize and acknowledge that Employee is free to spend this payment as he chooses. This amount above will be paid to Employee in a lump sum as soon as practicable following by Company on the date on which Effective Date. For the avoidance of doubt, the severance consideration provided under this Agreement becomes effective. Employee understands that it is Employee’s responsibility to comply and qualify for Section 4 constitutes the COBRA benefit continuation and to pay the premium cost as required. Employee understands that nothing in this Agreement operates to vary or alter the terms and conditions of the Bank’s benefit plan(s). e. Employee acknowledges that the above entire severance payments and consideration receivable by Executive in connection with Executive’s termination of employment and supersedes and replaces any other considerations provided in this Agreement are in excess of any amount severance and compensation payable under the Bank may be obligated to provide to you in conjunction with your resignation under Bank policy. f. Employee acknowledges and represents that subject to the Bank’s fulfillment of the obligations contained in this CIC Agreement, Employee knows of no unpaid wages or the Merger Agreement, and any other money due to him from the Bank and that Employee has no accrued claims relating to any medical condition or relating to any employment leave. Employee represents that he was not denied a request for leave, or retaliated against for taking leave under the Family and Medical Leave Act, 29 U.S.C. §§2601 et seq., at any time during his employment agreement with the BankCompany.

Severance Consideration. In exchange for the execution of this Agreement, and the mutual covenants and promises contained herein, with the exception of those contained in Section 2 and Section 4, the Company agrees as following: a. The Bank agrees Employee has satisfied his obligation to pay execute a full release of claims as required by Section 1 of the Key Employee Retention Plan (KERP) dated November 4, 2015, to Employee a total prevent the forfeiture of Forty Thousand Three Hundred Thirty-Three and 32/100 dollars ($40,333.32), less all applicable withholding taxes and payroll deductions. This amount will be the “Commitment Amount” previously paid to the Employee in pursuant to the form of his current base salary of Ten Thousand Eight Hundred Thirty-three KERP, and 33/100 dollars ($10,833.33) paid semi-monthlyExecutive shall be entitled to retain such Commitment Amount. b. Where elected by Employee, minus applicable tax withholdingsto provide Employee with continued health insurance, for seven (7) weeks dental, and three (3) days following the effective date of this agreement vision insurance coverage in accordance with Section 12(cthis clause (b). The Company shall make the required COBRA payments based on Employee’s current elections for health, belowdental, and vision insurance, along with any required administrative fee (but not other amounts that might otherwise be available or elected under COBRA, such as flexible spending accounts) through November 30, 2017, or until Employee is employed at a new employer that provides health insurance coverage, whichever occurs first. Salary is If Employee remains eligible for continuation coverage under COBRA after the period above expires for the Company to make the payments for COBRA coverage, Employee will be paid in installments according to solely responsible for making all required payments for such remaining continuation coverage. c. To cause the Bank’s normal payroll practices between February 6th and March 31st. Payments 748,530 unvested time-vested restricted stock units awarded to Employee pursuant to this section begin after the date Paragon Offshore plc 2014 Omnibus Incentive Plan to become fully vested on which this Agreement becomes effective in accordance with Section 12(cor before December 5, 2016. Exhibit 10.1 d. To code the Employee’s termination to permit the accelerated vesting of the Company's matching portion of the Employee’s 401(k) belowcontributions. b. The Bank agrees to e. To pay the Employee all unused four hundred and accrued PTO days remaining as of the Resignation Date equaling twenty hours equivalent to Twoseventy-Thousand Five Hundred Dollars and 00/100 five thousand dollars ($2,500) 475,000.00), less applicable withholding taxes and payroll deductionsother withholdings, which represents payable on the balance day that is ten days after the receipt by the Company of a fully executed copy of this Agreement. All compensation and any unused and accrued PTO days that other amounts lawfully owed to Employee has remaining. This amount will be paid regardless of whether Employee executes this Agreement. This includes (i) all unused vacation which was paid on November 30, 2016 and (ii) reimbursement of all expenses incurred by Employee pursuant to which Employee on the last regular payroll after the Resignation Date. c. The Employee’s rights with respect is entitled to vested and unvested stock options are determined as follows: Employee agrees to waive and forfeit all rights to any unvested stock options/warrants, and may maintain any vested stock options in accordance reimbursement pursuant to the Piedmont Community Bank Holdings, Inc Phantom Equity Plan. Employee agrees to execute all documents necessary to effectuate the obligations contained in this paragraphCompany’s policies. d. Upon the resignation of his employment, Employee shall be provided, as required by law, notification as to his right to continue his health and dental insurance coverage under the provisions of the Consolidated Budget Reconciliation Act of 1985 (COBRA). The bank will also agree to pay Employee the amount of $3,610.89, less applicable withholding taxes and payroll deductions. This payment is intended to represent an amount that may be sufficient to enable Employee to pay the required percentage of his COBRA health insurance premiums for three (3) months for coverage under the Bank's group health plan (including health and dental benefits) for the same level of coverage Employee currently has in effect under the Bank’s group health on the day immediately preceding the Resignation Date. Notwithstanding this express intention, the parties recognize and acknowledge that Employee is free to spend this payment as he chooses. This amount will be paid to Employee in a lump sum as soon as practicable following the date on which this Agreement becomes effective. Employee understands that it is Employee’s responsibility to comply and qualify for the COBRA benefit continuation and to pay the premium cost as required. Employee understands that nothing in this Agreement operates to vary or alter the terms and conditions of the Bank’s benefit plan(s). e. Employee acknowledges that the above payments and other considerations provided in this Agreement are in excess of any amount the Bank may be obligated to provide to you in conjunction with your resignation under Bank policy. f. Employee acknowledges and represents that subject to the Bank’s fulfillment of the obligations contained in this Agreement, Employee knows of no unpaid wages or other money due to him from the Bank and that Employee has no accrued claims relating to any medical condition or relating to any employment leave. Employee represents that he was not denied a request for leave, or retaliated against for taking leave under the Family and Medical Leave Act, 29 U.S.C. §§2601 et seq., at any time during his employment with the Bank.