Common use of Termination of Employment Following a Change in Control Clause in Contracts

Termination of Employment Following a Change in Control. (a) If a Change in Control (as defined in Section 6(c) of this Agreement) shall occur and Executive’s employment is involuntarily terminated by the Bank and the Corporation without Cause or Executive resigns for Good Reason, in each case within two (2) years following the Change in Control, Executive shall be entitled to receive his Accrued Benefits plus a lump sum payment equal to two (2) times the sum of: (i) his Annual Base Salary; and (ii) his average cash bonus and other cash incentive compensation earned by him with respect to the three calendar years immediately preceding the year of termination, which shall be paid to Executive within sixty (60) days following the date of his termination of employment. In addition, for a period of two (2) 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. If the Bank and the Corporation cannot provide such benefits because Executive is no longer an Executive, the Bank and the Corporation shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially similar health and welfare Executive benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of two (2) years from the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur, subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if applicable. Notwithstanding any provision of this Agreement to the contrary, Executive shall forfeit his rights to receive the payments and benefits set forth in Section 6(a) unless he executes a general release of claims in favor of the Bank and the Corporation in a form to be provided by the Bank and the Corporation, and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after Executive’s termination of employment.

Termination of Employment Following a Change in Control. (a) If a Change in Control (as defined in Section 6(c) of this Agreement) shall occur and ExecutiveEmployee’s employment is involuntarily terminated by the Bank and the Corporation without Cause or Executive Employee resigns for Good Reason, in each case within two one hundred eighty (2180) years following days of the Change in Control, Executive Employee shall be entitled to receive his Accrued Benefits plus a lump sum payment equal to two (2) times the sum of: (i) his Annual Base Salary; and (ii) his average cash bonus and other cash incentive compensation earned by him with respect to the three calendar years immediately preceding the year of termination, which shall be paid to Executive Employee within sixty (60) days following the date of his termination of employment. In addition, for a period of two (2) years from the date of termination of employment, or until Executive Employee secures substantially similar benefits through other employment, whichever shall first occur, Executive Employee shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive Employee during the two (2) years prior to his termination of employment. If the Bank and the Corporation cannot provide such benefits because Executive Employee is no longer an Executiveemployee, the Bank and the Corporation shall reimburse Executive Employee in an amount equal to the monthly premium paid by him to obtain substantially similar health and welfare Executive employee benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of two (2) years from the date of termination of employment or until Executive Employee secures substantially similar benefits through other employment, whichever shall first occur, subject to Code Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if applicable. Notwithstanding any provision of this Agreement to the contrary, Executive Employee shall forfeit his rights to receive the payments and benefits set forth in Section 6(a) unless he executes a general release of claims in favor of the Bank and the Corporation in a form to be provided by the Bank and the Corporation, and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after ExecutiveEmployee’s termination of employment. Notwithstanding any provision of this Agreement to the contrary, if any benefit or payment hereunder would be treated as a “parachute payment” under Code Section 280G, the Bank and the Corporation shall reduce such benefit or payment to the extent necessary to avoid treating such benefit or payment as a parachute payment. Employee shall be entitled to only the reduced benefit or payment and shall forfeit any amount over and above the reduced amount.

Termination of Employment Following a Change in Control. (a) If a Change in Control (as defined in Section 6(c) of this Agreement) shall occur and Executive’s employment is involuntarily terminated by the Bank and the Corporation without Cause or Executive resigns for Good Reason, in each case within two (2) years following the Change in Control, Executive shall be entitled to receive his Accrued Benefits plus a lump sum payment equal to two the greater of (2a) the sum of (i) his unpaid Annual Base Salary through the Employment Period, or June 30, 2026; and (ii) Executive’s average cash bonus and other cash incentive compensation earned by him with respect to the three calendar years immediately preceding the year of termination; or (b) one (1) times the sum of: (i) his Annual Base Salary; and (ii) his average cash bonus and other cash incentive compensation earned by him with respect to the three calendar years immediately preceding the year of termination, which shall be paid to Executive within sixty (60) days following the date of his termination of employment. In addition, for a period of two one (21) years year 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 one (21) years year prior to his termination of employment. If the Bank and the Corporation cannot provide such benefits because Executive is no longer an Executive, the Bank and the Corporation shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially similar health and welfare Executive benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of two one (21) years year from the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur, subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if applicable. Notwithstanding any provision of this Agreement to the contrary, Executive shall forfeit his rights to receive the payments and benefits set forth in Section 6(a) unless he executes a general release of claims in favor of the Bank and the Corporation in a form to be provided by the Bank and the Corporation, and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after Executive’s termination of employment.

Termination of Employment Following a Change in Control. (a) If 3.01. In the event of a Change in Control and, within twenty-four (as defined in Section 6(c24) months thereafter: (a) the Company provides notice to the Executive of this Agreementthe Executive's termination by the Company other than for Cause, or (b) shall occur and the Executive’s 's employment is involuntarily terminated by the Bank and the Corporation without Cause or Executive resigns for Good Reason, in each case within two (2) years following the Change in Control, Executive shall be entitled to receive his receive: (A) the Accrued Benefits plus a lump sum payment Rights, (B) an amount equal to two (2) times the sum of: (i) his Annual Base Salary; and , payable in a single lump sum within thirty (ii) his average cash bonus and other cash incentive compensation earned by him with respect to the three calendar years immediately preceding the year of termination, which shall be paid to Executive within sixty (6030) days following the date of his termination; (C) an amount equal to two times the greater of (i) the Target Bonus for the fiscal year in which termination of employment. In additionthe Executive's employment occurs and (ii) the highest Bonus paid to the Executive for the three fiscal years immediately preceding that in which termination occurs, for payable in a period lump sum within thirty (30) days following termination; (D) continuation of the participation of the Executive and his eligible dependents in the Company's health and dental plans and continuation of the participation of the Executive in the Company's group life insurance plan until the expiration of two (2) years from following the date of termination of employmentthe Executive's employment or, if earlier, until the date he becomes eligible for coverage under the health, dental or until Executive secures substantially similar benefits through other employmentlife insurance plan of another employer; provided, whichever however, that in the event that the Company determines that it is unable to continue any such participation, it shall first occurpay the cost, Executive shall receive a continuation on an after-tax basis, of comparable coverage; (E) notwithstanding anything to the contrary in the Company's equity-based plans or any equity award agreement between the Company and the Executive, immediate vesting 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. If the Bank and the Corporation cannot provide such benefits because Executive is no longer an Executive, the Bank and the Corporation shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially similar health and welfare Executive benefits which he enjoyed prior to terminationoutstanding unvested equity awards, which reimbursement in the case of any stock options, shall continue until the expiration remain exercisable for a period of two (2) years from one year following the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur, subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if applicable. Notwithstanding any provision of this Agreement to the contrary, Executive shall forfeit his rights to receive the payments and benefits set forth in Section 6(a) unless he executes a general release of claims in favor of the Bank and the Corporation in a form to be provided by the Bank and the Corporation, and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after Executive’s such stock options would have expired in the absence of a termination of employment, if earlier; and (F) reimbursement, up to fifteen thousand dollars ($15,000), for outplacement services reasonably selected by the Executive.

Termination of Employment Following a Change in Control. (a) If a Change in Control (as defined in Section 6(c) of this Agreement) shall occur and ExecutiveEmployee’s employment is involuntarily terminated by the Bank and the Corporation without Cause or Executive Employee resigns for Good Reason, in each case within two one hundred eighty (2180) years following days of the Change in Control, Executive Employee shall be entitled to receive his Accrued Benefits plus a lump sum payment equal to two (2) times the sum of: (i) his Annual Base Salary; and (ii) his average cash bonus and other cash incentive compensation earned by him with respect to the three calendar years immediately preceding the year of termination, which shall be paid to Executive Employee within sixty (60) days following the date of his termination of employment. In addition, for a period of two (2) years from the date of termination of employment, or until Executive Employee secures substantially similar benefits through other employment, whichever shall first occur, Executive Employee shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to Executive Employee during the two (2) years prior to his termination of employment. If the Bank and the Corporation cannot provide such benefits because Executive Employee is no longer an Executiveemployee, the Bank and the Corporation shall reimburse Executive Employee in an amount equal to the monthly premium paid by him to obtain substantially similar health and welfare Executive employee benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of two (2) years from the date of termination of employment or until Executive Employee secures substantially similar benefits through other employment, whichever shall first occur, subject to Code Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if applicable. Notwithstanding any provision of this Agreement to the contrary, Executive Employee shall forfeit his rights to receive the payments and benefits set forth in Section 6(a) unless he executes a general release of claims in favor of the Bank and the Corporation in a form to be provided by the Bank and the Corporation, and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after ExecutiveEmployee’s termination of employment. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of Employee in connection with his termination of employment, would result in the imposition of an excise tax under Section 4999 of the Code, the Bank and the Corporation will pay to Employee an additional cash payment (“Gross-up Payment”) in an amount such that the after-tax proceeds of such Gross-up Payment (including any income tax or excise tax on such Gross-up Payment) will be equal to the amount of the excise tax.

Termination of Employment Following a Change in Control. (a) If a Change in Control (as defined in Section 6(c) of this Agreement) shall occur and Executive’s employment is involuntarily terminated by the Bank and the Corporation without Cause or Executive resigns for Good Reason, in each case within two (2) years following the Change in Control, Executive shall be entitled to receive his Accrued Benefits plus a lump sum payment equal to two three (23) times the sum of: (i) his Annual Base Salary; and (ii) his average cash bonus and other cash incentive compensation earned by him with respect to the three calendar years immediately preceding the year of termination, which shall be paid to Executive within sixty (60) days following the date of his termination of employment. In addition, for a period of two three (23) 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 three (23) years prior to his termination of employment. If the Bank and the Corporation cannot provide such benefits because Executive is no longer an Executive, the Bank and the Corporation shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially similar health and welfare Executive benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of two three (23) years from the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur, subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if applicable. Notwithstanding any provision of this Agreement to the contrary, Executive shall forfeit his rights to receive the payments and benefits set forth in Section 6(a) unless he executes a general release of claims in favor of the Bank and the Corporation in a form to be provided by the Bank and the Corporation, and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after Executive’s termination of employment.

Termination of Employment Following a Change in Control. (a) If a Change in Control (If, during the Effective Period, as defined in Section 6(c) of this Agreement) shall occur and herein, NATCO terminates the Executive’s 's employment is involuntarily terminated by the Bank and the Corporation without other than for Cause or the Executive resigns terminates his employment with NATCO for Good Reason, NATCO will pay the following to the Executive upon the Date of Termination, or as soon as practicable following such date but in each case within two no event later than thirty (230) years following days, or such period otherwise specifically provided, thereafter: cash in the Change amount of the Executive's Base Salary through the Date of Termination to the extent not theretofore paid, including amounts due for accrued but unused vacation time; cash in Control, the amount of any bonus to which the Executive shall be was or would have become entitled to receive his Accrued Benefits plus a lump sum payment equal for any completed fiscal year prior to two (2) times the sum of: (i) his Annual Base Salaryfiscal year in which the Date of Termination occurs, to the extent such bonus has not already been paid to the Executive; and (ii) his average cash bonus and other cash incentive compensation in the amount of the Bonus Compensation earned by him the Executive with respect to the three calendar years immediately preceding fiscal year that includes the Date of Termination under the Bonus Plan in accordance with its terms, based on NATCO's performance through such date and prorationed by multiplying such Bonus Compensation by the fraction obtained by dividing the number of days in the year through the Date of terminationTermination by 365, which shall be paid to Executive within payable no later than sixty (60) days following the date Date of his termination of employment. In addition, for a period of two (2) 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. If the Bank and the Corporation cannot provide such benefits because Executive is no longer an Executive, the Bank and the Corporation shall reimburse Executive Termination; cash in an amount equal to the monthly premium paid by him to obtain substantially similar health and welfare Executive benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration product of two times the Executive's Base Salary at the greater of (2A) the rate in effect at the time Notice of Termination is given or (B) the rate in effect immediately preceding the Change in Control, payable in a lump sum; a lump sum cash amount equal to the product of three times the target Bonus Compensation at the greater of (A) the target Bonus Compensation in effect at the time Notice of Termination is given or (B) the target Bonus Compensation in effect immediately preceding the Change in Control; and the continuation of the provision of health insurance, dental insurance and life insurance benefits for a period of three years from following the date of termination to the Executive and the Executive's family at least equal to and to the same extent as those which would have been provided to them in accordance with this Employment Agreement and the plans, programs, practices and policies of employment NATCO as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or until on the Date of Termination, at the election of the Executive; provided, however, that if the Executive secures substantially similar becomes re-employed with another employer and is eligible to receive medical or other welfare benefits through under another employer provided plan, the medical and other employmentwelfare benefits described herein will be secondary to those provided under such other plan during such applicable period of eligibility; and provided further, whichever shall first occurhowever, that if the period of benefit continuation, or types of benefits to be continued (including applicable coverage levels) would cause such benefits on this Employment Agreement to become subject to Section 409A of the Internal Revenue Code of 1986Code, as amended determined by the Governance, Nominating and Compensation Committee of the Board, NATCO shall pay to the Executive an amount equal to the cost to NATCO of providing such coverages in a lump sum on the payment date described above (subject to any required Delay Period pursuant to Paragraph 15). If, during the “Code”Effective Period as defined herein, NATCO terminates the Executive's employment for Cause, or the Executive terminates his employment without Good Reason, NATCO's obligations and responsibilities to the Executive under this Employment Agreement are limited to those stated in Paragraphs 13(b) and 13(c), if applicable. Notwithstanding any provision of this Agreement to as the contrary, Executive shall forfeit his rights to receive the payments and benefits set forth in Section 6(a) unless he executes a general release of claims in favor of the Bank and the Corporation in a form to be provided by the Bank and the Corporation, and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after Executive’s termination of employmentcase may be.

Termination of Employment Following a Change in Control. (a) If a Change in Control (as defined in Section 6(c) of this Agreement) shall occur and Executive’s employment is involuntarily terminated by the Bank and the Corporation without Cause or Executive resigns for Good Reason, in each case within two one hundred eighty (2180) years following days of the Change in Control, Executive shall be entitled to receive his Accrued Benefits plus and a lump sum payment equal to two (2) times the sum of: of (i) 2.99 times his Annual Base Salary; Salary and (ii) his average cash bonus and other cash incentive compensation earned by him with respect to the three calendar years immediately preceding the year aggregate amount of terminationall unpaid Retention Bonuses, if any, which shall be paid to Executive within sixty (60) days following the date of his termination of employment. In addition, for a period of two (2) 2.99 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) 2.99 years prior to his termination of employment. If the Bank and the Corporation cannot provide such benefits because Executive is no longer an Executiveemployee, the Bank and the Corporation shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially similar health and welfare Executive employee benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of two (2) 2.99 years from the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur, subject to Code Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), if applicable. Notwithstanding any provision of this Agreement to the contrary, Executive shall forfeit his rights to receive the payments and benefits set forth in Section 6(a) unless he executes a general release of claims in favor of the Bank and the Corporation in a form to be provided by the Bank and the Corporation, and such release becomes effective and irrevocable in accordance with its terms, on or before the date that is sixty (60) days after Executive’s termination of employment. Notwithstanding any provision of this Agreement to the contrary, if any benefit or payment hereunder would be treated as a “parachute payment” under Code Section 280G, the Bank and the Corporation shall reduce such benefit or payment to the extent necessary to avoid treating such benefit or payment as a parachute payment. Executive shall be entitled to only the reduced benefit or payment and shall forfeit any amount over and above the reduced amount.