Common use of Termination by the Bank Without Cause Clause in Contracts

Termination by the Bank Without Cause. The Bank may terminate Executive’s employment without cause at any time during the term of this Agreement by giving the Executive three (3) months’ notice of such termination, during which period Executive will continue to receive normal compensation and benefits to which Executive would normally be entitled under the terms of this Agreement. During the notice period, Executive must fulfill all of Executive’s duties and responsibilities and use Executive’s best efforts to train and support Executive’s replacement, if any. Notwithstanding the foregoing, the Bank, at its option, may instruct Executive during such period not to undertake any active duties on behalf of the Bank. If Executive is terminated under this section, within thirty (30) days following the conclusion of the notice period and receipt of the signed separation agreement described below, the Bank shall provide Executive: (a) a lump sum payment consisting of an amount equal to the Executive’s Base Salary for the number of days left in the Term of the Agreement or for nine (9) months, whichever is greater; (b) a lump sum payment consisting of Executive’s bonus target for the year in which the termination without cause occurs; and (c) payment by the Bank of Executive’s COBRA coverage for the remainder of the Term of the Agreement or 18 months, whichever is less, provided Executive is covered under the Bank’s health plan and timely elects continued coverage under COBRA. Executive expressly agrees and acknowledges that all payments and benefits referenced herein which may be paid to Executive as a result of a Termination Without Cause are conditioned upon and subject to the Executive executing a valid separation agreement and general release, which includes a release of all claims the Executive may have against the Bank, and all of its respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents (other than rights of indemnification, rights to directors and officers insurance, and any rights to accrued benefits under the employee benefit plans), a cooperation clause, a non-disparagement clause, and an affirmation of post-employment restrictions previously agreed to by Executive.

Termination by the Bank Without Cause. The Bank may terminate the Executive’s employment without cause at any time during the term of this Agreement by giving the Executive three (3) months’ notice of such termination, during which period the Executive will continue to receive normal compensation and benefits to which the Executive would normally be entitled under the terms of this Agreement. During the notice period, the Executive must fulfill all of the Executive’s duties and responsibilities and use the Executive’s best efforts to train and support the Executive’s replacement, if any. Notwithstanding the foregoing, the Bank, at its option, may instruct the Executive during such period not to undertake any active duties on behalf of the Bank. If the Executive is terminated under this section, within thirty (30) days following the conclusion of the notice period and receipt of the signed separation agreement described below, the Bank shall provide the Executive: (a) a lump sum payment consisting of an amount equal to the Executive’s Base Salary for the number of days left in the Term of the Agreement or for nine (9) months, whichever is greater; (b) a lump sum payment consisting of the Executive’s bonus target for the year in which the termination without cause occurs; and (c) payment by the Bank of the Executive’s COBRA coverage for the remainder of the Term of the Agreement or 18 months, whichever is less, provided the Executive is covered under the Bank’s health plan and timely elects continued coverage under COBRA. The Executive expressly agrees and acknowledges that all payments and benefits referenced herein which may be paid to the Executive as a result of a Termination Without Cause are conditioned upon and subject to the Executive executing a valid separation agreement and general release, which includes a release of all claims the Executive may have against the Bank, and all of its respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents (other than rights of indemnification, rights to directors and officers insurance, and any rights to accrued benefits under the employee benefit plans), a cooperation clause, a non-disparagement clause, and an affirmation of post-employment restrictions previously agreed to by the Executive.

Termination by the Bank Without Cause. The Bank may terminate Executive’s employment without cause at any time during the term of this Agreement by giving the Executive three (3) months’ notice of such termination, during which period Executive will continue to receive normal compensation and benefits to which Executive would normally be entitled under the terms of this Agreement. During the notice period, Executive must fulfill all of Executive’s duties and responsibilities and use Executive’s best efforts to train and support Executive’s replacement, if any. Notwithstanding the foregoing, the Bank, at its option, may instruct Executive during such period not to undertake any active duties on behalf of the Bank. If Executive is terminated under this section, within thirty (30) days following the conclusion of the notice period and receipt of the signed separation agreement described below, the Bank shall provide Executive: (a) a lump sum payment consisting of an amount equal to the Executive’s Base Salary for the number of days left in the Term of the Agreement or for nine (9) months, whichever is greater; (b) a lump sum payment consisting of Executive’s bonus target for the year in which the termination without cause occurs; and (c) payment by the Bank of Executive’s 's COBRA coverage for the remainder of the Term of the Agreement or 18 months, whichever is less, provided Executive is covered under the Bank’s health plan and timely elects continued coverage under COBRA. Executive expressly agrees and acknowledges that all payments and benefits referenced herein which may be paid to Executive as a result of a Termination Without Cause are conditioned upon and subject to the Executive executing a valid separation agreement and general release, which includes a release of all claims the Executive may have against the Bank, and all of its respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents (other than rights of indemnification, rights to directors and officers insurance, and any rights to accrued benefits under the employee benefit plans), a cooperation clause, a non-disparagement clause, and an affirmation of post-employment restrictions previously agreed to by Executive.

Termination by the Bank Without Cause. The Bank may terminate Executive’s employment without cause at any time during the term of this Agreement by giving the Executive three (3) months’ notice of such termination, during which period Executive will continue to receive normal compensation and benefits to which Executive would normally be entitled under the terms of this Agreement. During the notice period, Executive must fulfill all of Executive’s duties and responsibilities and use Executive’s best efforts to train and support Executive’s replacement, if any. Notwithstanding the foregoing, the Bank, at its option, may instruct Executive during such period not to undertake any active duties on behalf of the Bank. If Executive is terminated under this section, within thirty (30) days following the conclusion of the notice period and receipt of the signed separation agreement described below, the Bank shall provide Executive: (a) a lump sum payment consisting of an amount equal to the Executive’s Base Salary for the number of days left in the Term of the Agreement or for nine (9) months, whichever is greater; (b) a lump sum payment consisting of Executive’s bonus target for the year in which the termination without cause occurs; and (c) payment by the Bank of Executive’s COBRA coverage for the remainder of the Term of the Agreement or 18 months, whichever is less, provided Executive is covered under the Bank’s health plan and timely elects continued coverage under COBRA. Executive expressly agrees and acknowledges that all payments and benefits referenced herein which may be paid to Executive as a result of a Termination Without Cause are conditioned upon and subject to the Executive executing a valid separation agreement and general release, which includes a release of all claims the Executive may have against the Bank, and all of its respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents (other than rights of indemnification, rights to directors and officers insurance, and any rights to accrued benefits under the employee benefit plans), a cooperation clause, a mutual non-disparagement clause, and an affirmation of post-employment restrictions previously agreed to by ExecutiveExecutive in section 6 below and, as applicable, section 4.1 above.

Termination by the Bank Without Cause. The Bank Employer may terminate Executive’s employment without cause by a two-thirds majority vote of the Boards, including Executive, at any time during the term of this Agreement Agreement, by giving the Executive three thirty (330) monthsdays’ written notice of such termination, during which notice period Executive will continue to receive normal compensation and benefits to which Executive would normally be entitled under the terms of this Agreement. During the notice period, Executive must fulfill all of Executive’s duties and responsibilities and use Executive’s best efforts to train and support Executive’s replacement, if any. Notwithstanding the foregoing, the Bank, at its option, may instruct Executive during such period not to undertake any active duties on behalf of the Bank. If Executive is terminated under this section, within thirty (30) days following the conclusion of the notice period and receipt of the signed separation agreement described below, the Bank shall provide Executive: (a) a lump sum payment consisting of an amount equal to the Executive’s Base Salary for the number of days left in the Term of the Agreement or for nine (9) 24 months, whichever is greater; (b) a lump sum payment consisting of Executive’s bonus target for the year in which the termination without cause occurs; and (c) payment by the Bank of Executive’s COBRA coverage for the remainder of the Term of the Agreement or 18 months, whichever is less, provided Executive is covered under the Bank’s health plan and timely elects continued coverage under COBRA. Executive expressly agrees and acknowledges that all payments and benefits referenced herein which may be paid to Executive as a result of a Termination Without Cause are conditioned upon and EMPLOYMENT AGREEMENT OF XXXXXXX X. XXXXXXX PAGE 3 subject to the Executive executing a valid separation agreement and general release, which includes a release of all claims the Executive may have against the Bank, and all of its respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents (other than rights of indemnification, rights to directors and officers insurance, and any rights to accrued benefits under the employee benefit plans), a cooperation clause, a non-disparagement clause, and an affirmation of post-employment restrictions previously agreed to by Executive.

Termination by the Bank Without Cause. The Bank may is entitled to terminate the Executive’s 's employment without cause by the Bank at any time during the term of this Agreement without cause by giving the Executive three (3) months’ notice in writing thirty days before the date on which the termination of the Executive's employment is to become effective. If the Bank so directs, the Executive will cease performing the Executive's duties as President and Chief Executive Officer immediately after the notice is given and the Executive will be paid the compensation otherwise due under this agreement until the date on which the Executive's employment terminates. If the sank terminates the Executive's employment without cause, then the Bank will pay to the Executive, in twenty-four equal monthly installments beginning on the first day of the first full calendar month after the date on which the Executive's employment terminates, a severance allowance equal to two times the Executive's base annual salary that is in effect at the time that the notice of such terminationtermination is given to the Executive. The Bank's obligation to pay this severance allowance will not be affected regardless of when the Executive obtains other employment after the Executive's employment by the Bank terminates. If the Bank terminates the Executive's employment without cause, during which period Executive then the Bank will continue to receive normal compensation and benefits provide the Executive with life insurance coverage that is substantially comparable to which Executive would normally any group life insurance coverage that may be entitled under the terms of this Agreement. During the notice period, Executive must fulfill all of Executive’s duties and responsibilities and use Executive’s best efforts to train and support Executive’s replacement, if any. Notwithstanding the foregoing, provided for the Bank, at its option, may instruct Executive during such period not 's eligible employees from the date on which the Executive's employment terminates until the earlier to undertake any active duties on behalf occur of (i) the second anniversary of the Bankdate on which the Executive's employment terminates, or (ii) the date on which the Executive obtains substantially comparable life insurance coverage from another employer. If Executive is terminated under this section, within thirty (30) days following the conclusion of the notice period and receipt of the signed separation agreement described below, the Bank shall terminates the Executive's employment without cause, then the Bank also will pay all the premiums for the life insurance policies that are described in Exhibit A that is attached to this agreement for other policies or plans that provide Executive: (a) a lump sum payment consisting of an amount equal substantially comparable benefits to the Executive’s Base Salary ) as those premiums come due for two years after the date on which the Executive's employment terminates. If the Bank terminates the Executive's employment without cause, then Bank will continue to provide the Executive with medical insurance coverage (including coverage of the Executive's spouse and dependent children) that is substantially comparable to the medical insurance coverage provided to the Bank's eligible employees until the earlier to occur of (i) the second anniversary of the date on which the Executive's employment terminates, or (ii) the date on which the Executive obtains substantially comparable medical insurance coverage from another employer. If the Bank terminates the Executive's employment without cause, then the Bank will continue to provide the Executive with disability insurance coverage that is substantially comparable to any disability insurance coverage that may be provided for the number Bank's eligible employees from the date on which the Executive's employment terminates until the earlier to occur of days left in (i) the Term second anniversary of the Agreement or for nine (9) months, whichever is greater; (b) a lump sum payment consisting of Executive’s bonus target for the year in date on which the termination without cause occurs; and Executive's employment terminates, or (cii) payment by the Bank of Executive’s COBRA coverage for the remainder of the Term of the Agreement or 18 months, whichever is less, provided Executive is covered under the Bank’s health plan and timely elects continued coverage under COBRA. Executive expressly agrees and acknowledges that all payments and benefits referenced herein date on which may be paid to Executive as a result of a Termination Without Cause are conditioned upon and subject to the Executive executing a valid separation agreement and general release, which includes a release of all claims the Executive may have against the Bank, and all of its respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents (other than rights of indemnification, rights to directors and officers insurance, and any rights to accrued benefits under the employee benefit plans), a cooperation clause, a non-disparagement clause, and an affirmation of post-employment restrictions previously agreed to by Executiveobtains substantially comparable disability insurance coverage from another employer.

Termination by the Bank Without Cause. The Bank may terminate Executive’s employment without cause by a two-thirds majority vote of the Boards, excluding Executive, at any time during the term of this Agreement Agreement, by giving the Executive three thirty (330) monthsdays’ written notice of such termination, during which notice period Executive will continue to receive normal compensation and benefits to which Executive would normally be entitled under the terms of this Agreement. During the notice period, Executive must fulfill all of Executive’s duties and responsibilities and use Executive’s best efforts to train and support Executive’s replacement, if any. Notwithstanding the foregoing, the Bank, at its option, may instruct Executive during such period not to undertake any active duties on behalf of the Bank. If Executive is terminated under this section, within thirty (30) days following the conclusion of the notice period and receipt of the signed separation agreement described below, the Bank shall provide Executive: (a) a lump sum payment consisting of an amount equal to the Executive’s Base Salary for the number of days left in the Term of the Agreement or for nine (9) 24 months, whichever is greater; (b) a lump sum payment consisting of Executive’s bonus target for the year in which the termination without cause occurs; and (c) payment by the Bank of Executive’s COBRA coverage for the remainder of the Term of the Agreement or 18 months, whichever is less, provided Executive is covered under the Bank’s health plan and timely elects continued coverage under COBRA. Executive expressly agrees and acknowledges that all payments and benefits referenced herein which may be paid to Executive as a result of a Termination Without Cause are conditioned upon and EMPLOYMENT AGREEMENT OF XXXXXXX X. XXXXXXX PAGE 3 subject to the Executive executing a valid separation agreement and general release, which includes a release of all claims the Executive may have against the Bank, and all of its respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents (other than rights of indemnification, rights to directors and officers insurance, and any rights to accrued benefits under the employee benefit plans), a cooperation clause, a non-disparagement clause, and an affirmation of post-employment restrictions previously agreed to by Executive.

Termination by the Bank Without Cause. The Except for a termination of employment as provided in Section 4(g) hereof, the Bank may terminate Executive’s employment without cause may, at its election, at any time during the term of this Agreement by giving terminate the Executive three (3) months’ notice of without Cause. Upon such involuntary termination, except as provided below for involuntary termination during which period Executive will continue to receive normal compensation and benefits to which Executive would normally be entitled under the terms first year of this Agreement. During the notice period, Executive must fulfill all of Executive’s duties and responsibilities and use Executive’s best efforts to train and support Executive’s replacement, if any. Notwithstanding the foregoing, the BankExecutive shall be entitled to receive as separation pay in a single lump sum, at its option, may instruct Executive during such period not a cash payment equal to undertake any active duties on behalf one (1) time the sum of the Bank. If Executive is terminated under this section(i) his then annual Base Pay payable, within thirty (30) days following of his termination of employment with the conclusion Bank plus (ii) any incentive compensation earned through such date. In addition to the forgoing payment upon termination of employment of the notice period Executive under this subparagraph, any and receipt of all unvested incentive compensation awards shall vest and he shall be entitled to coverage for twelve (12) months after termination under the signed separation agreement described below, the Bank shall provide Executive: (a) a lump sum Bank’s health and dental plans as applicable or payment consisting of in an amount equal to the Executive’s Base Salary for value of such benefits. Notwithstanding the number of days left prior two sentences, in the Term event that the Executive is terminated without cause as provided in this Section 4(e) during the first year of the term of this Agreement or for nine (9i.e. prior to September 18, 2019), the Executive shall be entitled to receive as separation pay in a single lump sum, a cash payment equal to two (2) monthstimes the sum of (i) his then annual Base Pay payable, whichever is greater; within thirty (b30) a lump sum payment consisting days of Executive’s bonus target for the year in which the his termination without cause occurs; and (c) payment by of employment with the Bank plus (ii) any incentive compensation earned through such date. In addition to the forgoing payment upon termination of Executive’s COBRA employment of the Executive under this subparagraph, any and all unvested incentive compensation awards shall vest and he shall be entitled to coverage for the remainder of the Term of the Agreement or 18 months, whichever is less, provided Executive is covered twenty four (24) months after termination under the Bank’s health plan and timely elects continued coverage under COBRAdental plans as applicable or payment in an amount equal to the value of such benefits. Further, in the event of the termination of employment of Executive expressly agrees as specified in this Section 4(e) or Section 4(g) below, Executive shall be entitled to six (6) months of out-placement services following termination of employment. Such services shall include employment counseling, resume services, executive placement services and acknowledges that all payments and benefits referenced herein which may similar services generally provided to executives by professional executive out placement service providers. All costs of such out placement services shall be paid to Executive as a result of a Termination Without Cause are conditioned upon and subject to the Executive executing a valid separation agreement and general release, which includes a release of all claims the Executive may have against for by the Bank, and all of its respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents (other than rights of indemnification, rights to directors and officers insurance, and any rights to accrued benefits under the employee benefit plans), a cooperation clause, a non-disparagement clause, and an affirmation of post-employment restrictions previously agreed to by Executive.