Common use of Termination Without Cause or With Good Reason Clause in Contracts

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate her employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the sum of the Executive’s: (A) Base Salary at the Date of Termination and (B) the average of the actual cash bonus earned for the two years immediately prior to the Executive’s Date of Termination); payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of COBRA health care costs by the Bank for up to eighteen (18) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s Date of Termination and continuing until the eighteenth month following the Executive’s Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate her his employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the sum of the Executive’sgreater of: (Ai) remaining Base Salary at and total annual incentive bonus opportunity (based on the Date of Termination and (B) the average of the actual cash highest bonus earned by the Executive for the two three most recently completed calendar years immediately prior to the Executive’s Date of Termination)) that would have been paid to the Executive during the remaining Term of the Agreement; or (ii) two (2) times the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination; in either case payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of Executive’s COBRA health care costs by for the Bank for up to greater of (i) the remaining Term of the Agreement, or (ii) eighteen (18) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage months (in either case commencing with the first month following the Executive’s Date of Termination and continuing until the eighteenth month following the Executive’s Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate her the Executive’s employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the sum of the Executive’sgreater of: (Ai) remaining Base Salary at and total annual incentive bonus opportunity (based on the Date of Termination and (B) the average of the actual cash highest bonus earned by the Executive for the two three most recently completed calendar years immediately prior to the Executive’s Date of Termination)) that would have been paid to the Executive during the remaining Term of the Agreement; or (ii) two (2) times the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination; in either case payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that an amount equal to the Executive has elected cost of any continued health care coverage that could be provided in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement ) (based on regardless of whether the same cost-sharing percentages of the health care premiums at the time of terminationExecutive elects coverage under COBRA) of COBRA health care costs by the Bank for up to eighteen (18) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s Date of Termination and continuing until the eighteenth month following the Executive’s Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate her his employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a gross cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the sum of the Executive’s: (A) remaining Base Salary at and bonus opportunity (based on the Date of Termination and (B) highest target bonus opportunity during the average of the actual cash bonus earned for the two years immediately three most recently completed performance periods prior to the Executive’s Date of Termination)) that would have been paid to the Executive during the remaining Term; payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of COBRA health care costs by the Bank for up to eighteen (18) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s 's Date of Termination and continuing until the eighteenth month following the Executive’s 's Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of DirectorsBoard, terminate her employment this Agreement at any time within ninety (90) 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination employment as described under this Section 4(f)(i4(e)(i) during the Term and subject to the requirements of Section 4(f)(iii4(e)(iii), the Bank will pay or provide the Executive with the following: (A) any Accrued Obligations; (B) a gross cash payment (less any applicable tax or other withholdings) equal to one-half two (1/22) times the sum of (i) the Executive’s: (A) annual rate Base Salary at the Date of Termination Salary, and (Bii) the average of highest target bonus opportunity during the actual cash bonus earned for the two years immediately three most recently completed performance periods prior to the Executive’s Date of Termination); payable one-half of such payment will be paid in a cash lump sum within sixty (60) 60 days of the Executive’s Date of Termination, and one-half of the payment will be paid in equal monthly installments over the next 24 months, in accordance with the Bank’s regular payroll practices; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of such COBRA health care costs by the Bank Bank, plus a gross-up payment sufficient to ensure receipt by Executive of the full amount of such COBRA premiums that Executive would have received if the benefit had not been taxable, for up to eighteen (18) 12 consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s 's Date of Termination and continuing until the eighteenth twelfth month following Executive's Date of Termination) in an amount necessary to provide Executive and his dependents, if any, with the same level of coverage under the Bank’s group health plan, as in effect immediately prior to Executive’s Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate her his employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive with the following: (A) any Accrued Obligations; (B) a cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the sum of the Executive’sgreater of: (Ai) remaining Base Salary at and total annual incentive bonus opportunity (based on the Date of Termination and (B) the average of the actual cash highest bonus earned by the Executive for the two three most recently completed calendar years immediately prior to the Executive’s Date of Termination)) that would have been paid to the Executive during the remaining Term of the Agreement; or (ii) two (2) times the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination; in either case payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of Executive’s COBRA health care costs by for the Bank for up to greater of (i) the remaining Term of the Agreement, or (ii) eighteen (18) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage months (in either case commencing with the first month following the Executive’s Date of Termination and continuing until the eighteenth month following the Executive’s Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate her employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a gross cash payment (less any applicable tax or other withholdings) equal to one-half the sum of (1/21) one (1) times the sum of the Executive’s: (A) ’s Base Salary at the Date of Termination and (B2) the average of the actual highest annual cash bonus earned by the Executive for the two three most recently completed calendar years immediately prior to the Executive’s Date of Termination); payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of COBRA health care costs by the Bank for up to eighteen twelve (1812) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s 's Date of Termination and continuing until the eighteenth month following the Executive’s 's Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate her his employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the sum of the Executive’s: (A) Base Salary at the Date of Termination and (B) the average of the actual cash bonus earned for the two years immediately prior to the Executive’s Date of Termination); payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of COBRA health care costs by the Bank for up to eighteen (18) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s Date of Termination and continuing until the eighteenth month following the Executive’s Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of DirectorsBoard, terminate her employment this Agreement at any time within ninety (90) 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination employment as described under this Section 4(f)(i4(e)(i) during the Term and subject to the requirements of Section 4(f)(iii4(e)(iii), the Bank will pay or provide the Executive with the following: (A) any Accrued Obligations; (B) a gross cash payment (less any applicable tax or other withholdings) equal to onethe amount of Base Salary that Executive would have earned had Executive remained employed for 24 months, which shall be payable in equal bi-half (1/2) times weekly installments in accordance with the sum payroll practices of the Executive’s: (A) Base Salary at the Date of Termination and (B) the average of the actual cash bonus earned Bank for the two years immediately prior to the Executive’s Date period of Termination); payable in a lump sum 24 months, commencing within sixty (60) 60 days of the following Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of such COBRA health care costs by the Bank for up to eighteen (18) 18 consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s Date of Termination and continuing until the eighteenth month following the Executive’s Date of Termination)) in an amount necessary to provide Executive and his dependents, if any, with the same level of coverage under the Bank’s group health plan, as in effect immediately prior to Executive’s Date of Termination.

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate her employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a gross cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the sum of the Executive’s: (A) remaining Base Salary at and bonus opportunity (based on the Date of Termination and (B) the average of the actual cash highest bonus earned by the Executive for the two three most recently completed calendar years immediately prior to the Executive’s Date of Termination)) that would have been paid to the Executive during the remaining Term of the Agreement; payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of COBRA health care costs by the Bank for up to eighteen (18) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s 's Date of Termination and continuing until the eighteenth month following the Executive’s 's Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate her his employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a gross cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the sum of the Executive’s: (A) remaining Base Salary at and bonus opportunity (based on the Date of Termination and (B) highest target bonus opportunity during the average of the actual cash bonus earned for the two years immediately three most recently completed performance periods prior to the Executive’s Date of Termination)) that would have been paid to the Executive during the remaining Term; payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of COBRA health care costs by the Bank for up to eighteen (18) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s 's Date of Termination and continuing until the eighteenth month following the Executive’s 's Date of Termination).. (ii) “Good Reason” exists if, without the Executive’s express written consent, any of the following occur:

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate her the Executive’s employment at any time within ninety sixty (9060) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a gross cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the sum of the Executive’s: (A) remaining Base Salary at and bonus opportunity (based on the Date of Termination and (B) the average of the actual cash highest bonus earned by the Executive for the two three most recently completed calendar years immediately prior to the Executive’s Date of Termination)) that would have been paid to the Executive during the remaining Term of the Agreement; payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of COBRA health care costs by the Bank for up to eighteen twelve (1812) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s Date of Termination and continuing until the eighteenth twelfth month following the Executive’s Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate her the Executive’s employment at any time within ninety sixty (9060) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a gross cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the sum of the Executive’s: (A) Base Salary at the Date of Termination and bonus (B) based on the average of the actual cash bonus earned by the Executive for the two three (3) most recently completed calendar years immediately prior to the Executive’s Date of Termination)Termination or, if the Executive has not been employed for three (3) years, the number of years the Executive has been employed by the Bank) that would have been paid to the Executive during the remaining Term; payable in a lump sum within sixty (60) days of the Executive’s Date of Termination. For the avoidance of doubt, if the Executive has not received any bonus payment as of his Date of Termination, then the cash payment will equal only the Base Salary that would have been paid to the Executive during the remaining Term; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) payment of COBRA health care costs by the Bank for up to eighteen twelve (1812) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s Date of Termination and continuing until the eighteenth twelfth month following the Executive’s Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate her his employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the sum of the Executive’sgreater of: (Ai) remaining Base Salary at and total annual incentive bonus opportunity (based on the Date of Termination and (B) the average of the actual cash highest bonus earned by the Executive for the two three most recently completed calendar years immediately prior to the Executive’s Date of Termination)) that would have been paid to the Executive during the remaining Term of the Agreement; or (ii) one (1) times the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination; in either case payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of Executive’s COBRA health care costs by for the Bank for up to greater of (i) the remaining Term of the Agreement, or (ii) eighteen (18) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage months (in either case commencing with the first month following the Executive’s Date of Termination and continuing until the eighteenth month following the Executive’s Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate her his employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the sum of the Executive’s: (A) remaining Base Salary at and bonus (based on the Date of Termination and (B) the average of the actual cash highest bonus earned for during the two three most recently completed fiscal years immediately prior to the Executive’s Date of Termination)) that would have been paid to the Executive during the remaining unexpired Term; payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of COBRA health care costs by the Bank for up to eighteen (18) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s 's Date of Termination and continuing until the eighteenth month following the Executive’s 's Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of DirectorsBoard, terminate her employment this Agreement at any time within ninety (90) 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination employment as described under this Section 4(f)(i4(e)(i) during the Term and subject to the requirements of Section 4(f)(iii4(e)(iii), the Bank will pay or provide the Executive with the following: (A) any Accrued Obligations; (B) a gross cash payment (less any applicable tax or other withholdings) equal to onethe amount of Base Salary that Executive would have earned had Executive remained employed for the remaining Term, which shall be payable in equal bi-half (1/2) times weekly installments in accordance with the sum payroll practices of the Executive’s: (A) Base Salary at the Date of Termination and (B) the average of the actual cash bonus earned Bank for the two years immediately prior to period for which Executive receives such payments (i.e., the Executive’s Date of Terminationremaining Term); payable in a lump sum , commencing within sixty (60) 60 days of the following Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of COBRA health care costs by the Bank for up to eighteen (18) 12 consecutive months, or if less, for the period for which the Executive has elected COBRA coverage monthly cash payments (commencing with the first month following the Executive’s Date of Termination and continuing until the eighteenth twelfth month following the Executive’s Date of Termination)) in an amount that would be necessary to provide Executive and his dependents, if any, the same level of coverage under the Bank’s (or successor’s) group health plan under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for such 12-month period (regardless of whether Executive actually elects such COBRA coverage) as was in effect for Executive and his dependents, if any, immediately prior to Executive’s termination of employment.

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate her his employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a gross cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the sum of the Executive’s: (A) remaining Base Salary at and bonus opportunity (based on the Date of Termination and (B) highest bonus paid during the average of the actual cash bonus earned for the two years immediately prior three annual performance periods prior to the Executive’s Date of Termination)) that would have been paid to the Executive during the remaining Term; payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of COBRA health care costs by the Bank for up to eighteen (18) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s Date of Termination and continuing until the eighteenth month following the Executive’s Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate her his employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive with the following: (A) any Accrued Obligations; (B) a cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the sum of the Executive’sgreater of: (Ai) remaining Base Salary at and total annual incentive bonus opportunity (based on the Date of Termination and (B) the average of the actual cash highest bonus earned by the Executive for the two three most recently completed calendar years immediately prior to the Executive’s Date of Termination)) that would have been paid to the Executive during the remaining Term of the Agreement; or (ii) two (2) times the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination: in either case payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of Executive’s COBRA health care costs by for the Bank for up to greater of (i) the remaining Term of the Agreement, or (ii) eighteen (18) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage months (in either case commencing with the first month following the Executive’s Date of Termination and continuing until the eighteenth month following the Executive’s Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate her his employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a gross cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the sum of the Executive’s: (A) remaining Base Salary at and bonus opportunity (based on the Date of Termination and (B) the average of the actual cash highest bonus earned by the Executive for the two three most recently completed calendar years immediately prior to the Executive’s Date of Termination)) that would have been paid to the Executive during the remaining Term of the Agreement; payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of COBRA health care costs by the Bank for up to eighteen (18) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s 's Date of Termination and continuing until the eighteenth month following the Executive’s 's Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate her employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination of employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the sum of the Executive’sgreater of: (Ai) remaining Base Salary at and total annual incentive bonus opportunity (based on the Date of Termination and (B) the average of the actual cash highest bonus earned by the Executive for the two three most recently completed calendar years immediately prior to the Executive’s Date of Termination)) that would have been paid to the Executive during the remaining Term of the Agreement; or (ii) two (2) times the sum of Base Salary and the average total annual incentive bonus paid to Executive for the three most recently completed calendar years prior to the Executive’s Date of Termination; in either case payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of Executive’s COBRA health care costs by for the Bank for up to greater of (i) the remaining Term of the Agreement, or (ii) eighteen (18) consecutive monthsmonths or the Bank’s COBRA health continuation period, or if less, for the period for which the Executive has elected COBRA coverage whichever ends earlier (in either case commencing with the first month following the Executive’s Date of Termination and continuing until the eighteenth month following the Executive’s Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate her his employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a gross cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the sum of the Executive’s: (A) remaining Base Salary at and bonus opportunity (based on the Date of Termination and (B) highest bonus paid during the average of the actual cash bonus earned for the two years immediately prior three annual performance periods prior to the Executive’s Date of Termination)) that would have been paid to the Executive during the remaining Term; payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of COBRA health care costs by the Bank for up to eighteen (18) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s 's Date of Termination and continuing until the eighteenth month following the Executive’s 's Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate her his employment at any time within ninety (90) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a gross cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the sum of the Executive’s: (A) remaining Base Salary at and bonus opportunity (based on the Date of Termination and (B) highest bonus paid during the average of the actual cash bonus earned for the two years immediately prior three annual performance periods prior to the Executive’s Date of Termination)) that would have been paid to the Executive during the remaining Term; payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of COBRA health care costs by the Bank for up to eighteen (18) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s 's Date of Termination and continuing until the eighteenth month following the Executive’s 's Date of Termination).. DOCPROPERTY "CUS_DocIDChunk0" {Clients/1866/4899-8824-0195-v1}

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of Directors, terminate her the Executive’s employment at any time within ninety sixty (9060) days following an event constituting “Good Reason” (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination employment described under this Section 4(f)(i) during the Term and subject to the requirements of Section 4(f)(iii), the Bank will pay or provide the Executive the following: (A) any Accrued Obligations; (B) a gross cash payment (less any applicable tax or other withholdings) equal to one-half (1/2) times the sum of the Executive’s: (A) remaining Base Salary at and bonus opportunity (based on the Date of Termination and (B) the average of the actual cash highest bonus earned by the Executive for the two three most recently completed calendar years immediately prior to the Executive’s Date of Termination)) that would have been paid to the Executive during the remaining Term of the Agreement; payable in a lump sum within sixty (60) days of the Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of COBRA health care costs by the Bank for up to eighteen (18) consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s Date of Termination and continuing until the eighteenth twelfth month following the Executive’s Date of Termination).

Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate the Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and the Executive may, by written notice to the Board of DirectorsBoard, terminate her employment this Agreement at any time within ninety (90) 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank will have thirty (30) 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. In the event of a termination employment as described under this Section 4(f)(i4(e)(i) during the Term and subject to the requirements of Section 4(f)(iii4(e)(iii), the Bank will pay or provide the Executive with the following: (A) any Accrued Obligations; (B) a gross cash payment (less any applicable tax or other withholdings) equal to onethe amount of Base Salary that Executive would have earned had Executive remained employed for the greater of: (1) the remaining Term; or (2) 24 months, which shall be payable in equal bi-half (1/2) times weekly installments in accordance with the sum payroll practices of the Executive’s: Bank for the period for which Executive receives such payments (A) Base Salary at i.e., the Date of Termination and (B) the average greater of the actual cash bonus earned for the two years immediately prior to the Executive’s Date of Terminationremaining Term or 24 months); payable in a lump sum , commencing within sixty (60) 60 days of the following Executive’s Date of Termination; and (C) provided that the Executive has elected continued health care coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), reimbursement (based on the same cost-sharing percentages of the health care premiums at the time of termination) of such COBRA health care costs by the Bank for up to eighteen (18) 18 consecutive months, or if less, for the period for which the Executive has elected COBRA coverage (commencing with the first month following the Executive’s Date of Termination and continuing until the eighteenth month following the Executive’s Date of Termination)) in an amount necessary to provide Executive and his dependents, if any, with the same level of coverage under the Bank’s group health plan, as in effect immediately prior to Executive’s Date of Termination.