Common use of Without Cause; Good Reason Clause in Contracts

Without Cause; Good Reason. If, during the Term, either the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason, the Executive shall be entitled to the following: (i) payment in a lump sum as soon as administratively feasible after the Executive’s termination of employment of an amount equal to the sum of the Executive’s annual base salary through the date of termination to the extent not theretofore paid and the balance of the Executive’s annual base salary for a period of eighteen (18) months from the date of termination of employment; (ii) continuation for eighteen (18) months after the date of termination of employment of any health care (medical, dental and vision) plan coverage other than that under a flexible spending account provided to the Executive and the Executive’s spouse and dependents at the date of termination with the Company paying the normal Company paid contribution therefor, on a monthly or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), the Company shall pay the Executive cash equal to the estimated cost of the expected Company contribution therefor for eighteen (18) months after the date of termination of employment with such payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and (iii) stock option and similar agreements with the Executive evidencing the grant of a stock option or other award under the Company’s Stock Incentive Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employment) to exercise the stock options.

Without Cause; Good Reason. If, during the Term, either the Company Bank shall terminate the Executive’s employment without Cause (which, for purposes of this Section 7, includes the non-renewal or expiration of the Agreement, unless the Executive agrees to remain in the employ of the Bank beyond the non-renewal or expiration of the Agreement) or the Executive shall terminate employment for Good Reason, the Executive Executive, upon the effective date of the termination of employment, shall be entitled to the Accrued Obligations and, upon Executive’s signing the Release attached as Exhibit A, which Release must be signed and not be revoked (“become effective”) within thirty (30) days after termination of employment, to the following: (i) The continued payment in a lump sum as soon as administratively feasible after the of Executive’s base salary in effect at the time of termination of employment through the end of the Term or for a period of twelve months, whichever is greater, payable in accordance with the established payroll practices of the Bank (but not less frequently than monthly and in equal installments). If any payments are due to be paid in accordance with established payroll practices during the thirty (30) day period during which the Release may become effective, then such payments shall be accumulated and paid on the first regularly scheduled payroll date on or after the thirtieth (30th) day following termination provided the Release has become effective on or before such date. (ii) If the termination of Executive’s employment occurs on or after October 1 of a calendar year but before the end of such year, payment of an amount equal to a portion of any annual incentive bonus for the sum calendar year during which Executive was last employed that includes the date of termination, such portion to equal the product (such product shall be referred to herein as the “Pro-Rata Bonus”) of (A) the annual incentive bonus that would have been payable to Executive for such calendar year had Executive remained employed for the entire calendar year, determined based on the extent to which the performance goals are actually achieved for such year (as determined by the Holding Company under the terms of the Executive’s annual base salary through incentive program), multiplied by (B) a fraction, the numerator of which is equal to the number of days in such calendar year that precede the date of termination to the extent not theretofore paid and the balance denominator of which is 365, such amount to be payable to Executive at the time such bonus would otherwise have been paid under the terms of the Executive’s annual base salary for a period of eighteen (18) months from incentive bonus program if the date of termination of employment;Executive were still employed. (iiiii) continuation Continuation for eighteen twelve (1812) months after the date of termination of employment of coverage under any health care (medical, dental and vision) plan coverage or plans (“Health Care Plans”), other than that under a flexible spending account account, provided to the Executive and the Executive’s spouse and dependents at the date of termination termination, with the Company Bank paying the normal Company Bank paid contribution therefor, on a monthly or more frequent basis, as for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation periodperiod (“Health Care Continuance Benefit”), provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programsthe Health Care Plans. The following rules shall also apply: (A) If the Company reasonably determines that maintaining Bank cannot maintain such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs the Health Care Plans (or where such continuation would adversely affect the tax status of the plan Health Care Plans pursuant to which the coverage is provided), the Company Bank shall pay provide the Health Care Continuance Benefit by either providing substantially identical benefits directly or through an insurance arrangement or by paying the Executive cash equal to the estimated cost of the expected Company Bank contribution therefor for eighteen twelve (1812) months after the date of termination of employment with such payments to be made in accordance with the established payroll practices of the Company Bank (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and. (iiiB) The Health Care Continuance Benefit as to any Health Care Plan will cease if and when the Executive has obtained health care coverage under one or more welfare benefit plans of a subsequent employer that provides for equal or greater benefits to the Executive and the Executive’s spouse and dependents with respect to the specific type of benefit. (C) The Executive and the Executive’s spouse and dependents will become eligible for COBRA continuation coverage as of the date the Health Care Continuance Benefit ceases. (iv) In addition to any vested, but unexpired, stock option options to which Executive may be entitled under any prior plans, the stock options, restricted stock, stock appreciation rights and similar agreements with the Executive evidencing the grant of a stock option options, restricted stock, stock appreciation rights or other award awards under the Holding Company’s Stock Incentive 2010 Equity Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employment) to exercise the stock options.

Without Cause; Good Reason. If, during If (a) Executive shall terminate Executive’s employment with the Term, either Company for Good Reason; or (b) the Company shall terminate the Executive’s employment without Cause Cause, then upon Executive’s furnishing to the Company (or the Executive shall terminate employment for Good ReasonNew Company, as the case may be) an executed Waiver and Release of Claims (a form of which is attached hereto as Exhibit C), Executive shall be entitled to the following: (i1) payment in a lump sum as soon as administratively feasible after the Executive’s termination Base Salary through the date of employment termination; (2) Executive’s annual Base Salary in effect at the time of an termination, divided by 12 and then multiplied by the Base Salary Severance Multiple (as defined in Exhibit A); (3) An amount equal to the sum total of all bonuses awarded to Executive during the twelve months prior to the Date of Termination, divided by 12 and then multiplied by the Bonus Severance Multiple (as defined in Exhibit A); (4) Immediate vesting, in full, of all unvested Company securities (or rights to such securities) held by Executive on the effective date of termination, whether such securities (or rights to such securities) are held in the form of (i) Restricted Stock Units (“RSUs”), (ii) restricted stock, (iii) stock options of the Company, (iv) issued to Executive pursuant to Section 5 of this Agreement, or (v) otherwise, and the continuation of the period for exercise (the “Exercise Period”) of all vested securities of the Company held by Executive until the final expiration of any applicable Exercise Period; and (5) Continued receipt, at the Company’s cost (including, without limitation, the Company’s reimbursement if any COBRA payments made by Executive), for the Benefits Continuation Period (as defined in Exhibit A) of all employee benefit plans and programs, including, without limitation, the benefits in which the Executive and Executive’s family were entitled to participate immediately prior to the date of termination. In the event that the Executive’s annual base salary through participation in any such plan or program is barred by applicable law, the date of termination Company shall arrange to the extent not theretofore paid and the balance of the Executive’s annual base salary for a period of eighteen (18) months from the date of termination of employment; (ii) continuation for eighteen (18) months after the date of termination of employment of any health care (medical, dental and vision) plan coverage other than that under a flexible spending account provided to provide the Executive with benefits substantially equivalent to those which the Executive would otherwise have been entitled to receive under such plans and the Executive’s spouse and dependents at the date of termination with the Company paying the normal Company paid contribution therefor, on a monthly or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the programs from which Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), the Company shall pay the Executive cash equal to the estimated cost of the expected Company contribution therefor for eighteen (18) months after the date of termination of employment with such payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and (iii) stock option and similar agreements with the Executive evidencing the grant of a stock option or other award under the Company’s Stock Incentive Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employment) to exercise the stock optionsbarred by applicable law.

Without Cause; Good Reason. If, during the Term, either the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason, the Executive shall be entitled to the following: (i) payment in a lump sum as soon as administratively feasible within thirty (30) days after the Executive’s termination of employment of an amount equal to the sum of the Executive’s annual base salary through the date of termination to the extent not theretofore paid and the balance of the Executive’s annual base salary for a period of eighteen (18) months from the date of termination of employment;; and (ii) continuation for eighteen (18) months after the date of termination of employment of any health care (medical, dental and vision) plan coverage other than that under a flexible spending account provided to the Executive and the Executive’s spouse and dependents at the date of termination with the Company paying the normal Company paid contribution therefor, on a monthly or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), the Company shall pay the Executive cash equal to the estimated cost of the expected Company contribution therefor for eighteen (18) months after the date of termination of employment with such payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and (iii) stock option and similar agreements with the Executive evidencing the grant of a stock option or other award under the Company’s Stock Incentive Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case event the contemplated payment and benefits on termination pursuant to this Section 7(a) cannot be provided due to the golden parachute prohibition of stock optionsthe Troubled Asset Relief Program Capital Purchase Program created by the Treasury Department pursuant to authority granted under the Emergency Economic Stabilization Act of 2008, the Executive will have at least ninety (90) days after termination of employmentas amended from time to time, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof due to other applicable federal law (determined without regard to contractual limitations intended to avoid excess parachute payments under federal tax law), then the Executive’s cessation of employment) Executive shall only be required to exercise comply with the stock optionsnon-solicitation, non-contact, non-hire and confidentiality covenants set forth in Section 7(b).

Without Cause; Good Reason. If, during In the Term, either event that the Company shall terminate the Executiveterminates Employee’s employment hereunder without Cause Cause, or the Executive shall terminate Employee terminates his employment for with Good Reason, the Executive he shall be entitled to the following:Accrued Compensation and, subject to ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇, (i▇) payment in a A lump sum as soon as administratively feasible after the Executive’s termination of employment of an amount payment equal to the sum of the Executive’s annual base salary through two times his Base Salary in effect at the date of termination termination, less applicable withholding (B) To the extent permitted by the Company’s health insurance carrier and if such coverage would not result in penalties to the Company under the Patient Protection and Affordable Care Act, continued participation (via state or federal insurance continuation laws such as COBRA, to the extent available) in the health and welfare plans (or comparable plans, if continued participation in the Company’s plans is not theretofore paid and available) provided by the balance Company to Employee at the time of the Executive’s annual base salary termination for a period of eighteen (18) months two years from the date of termination or, if earlier, until he is eligible for comparable coverage with a subsequent employer. The Company agrees to reimburse the payments Employee makes for such coverage, whether via continuation or separate comparable policy. Premium reimbursements shall be made by the Company to Employee consistent with the Company’s normal expense reimbursement policy, provided that Employee submits documentation to the Company substantiating his payments for insurance coverage. Employee shall give the Company prompt notice of employment;his eligibility for comparable coverage. (iiC) continuation for eighteen (18) months after All vested stock options shall remain exercisable from the date of termination until the expiration date of employment of any health care (medicalthe applicable award. So long as the Section 8 below does not apply, dental and vision) plan coverage other than that under a flexible spending account provided to the Executive and the Executive’s spouse and dependents then all options which are unvested at the date of termination with the Company paying the normal Company paid contribution therefor, on a monthly Without Cause or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), the Company Good Reason shall pay the Executive cash equal to the estimated cost of the expected Company contribution therefor for eighteen (18) months after the date of termination of employment with such payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and (iii) stock option and similar agreements with the Executive evidencing the grant of a stock option or other award under the Company’s Stock Incentive Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested accelerated as of the date of termination such that the number of option shares equal to 1/24th the number of option shares multiplied by the number of full months of Employee’s employment without Cause hereunder shall be deemed vested and immediately exercisable by the Employee. Any unvested options over and above the foregoing shall be cancelled and of no further force or for Good Reasoneffect, and shall not be exercisable by the Employee. (D) Any severance payments and/or other separation benefits contemplated by this Agreement are conditional on Employee: (i) continuing to comply with the terms of this Agreement and the PIA (as defined herein); (ii) delivering prior to or contemporaneously with any such severance payments, and not revoking, (x) a customary general release of claims relating to Employee’s employment and/or this Agreement against the Company or its successor, its subsidiaries and their respective directors, officers and stockholders and (y) a customary affirmation of Employee’s continuing obligations hereunder and under the PIA. In Unless otherwise required by law, no severance payments and/or benefits under this Agreement will be paid and/or provided until after the case expiration of stock optionsany relevant revocation period. Subject to the effectiveness of the release, the Executive will have at least ninety (90) severance payments shall be paid on the first payroll date that begins 30 days after Employee’s termination of employment, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employment) to exercise the stock options.

Without Cause; Good Reason. If, The Company may terminate Executive’s employment at any time without Cause immediately upon written notice; and Executive may terminate Executive’s employment at any time for Good Reason. Upon termination of Executive’s employment by the Company without Cause or by Executive for Good Reason during the Term, either the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason, the Executive shall be entitled to the following: receive (i) an amount equal to three times the sum of (A) Executive’s Base Salary, plus (B) Executive’s target Bonus for the fiscal year in which the termination of employment occurs (the “Severance Amount”), one half of which Severance Amount shall be paid in equal installments over three years in accordance with the Company’s regular payroll schedule, and the remainder of which Severance Amount shall be payable in three annual installments (the first installment occurring on the 60th day following termination of employment and the remaining two installments payable on the next two anniversaries thereof), (ii) full vesting of all outstanding and then-unvested Options, (iii) payment in of any earned but unpaid Bonus attributable to a lump sum as soon as administratively feasible after previously completed fiscal year and (iv) continued coverage under the Company’s group health plans (or, to the extent such coverage is not permissible under the terms of such plan(s), comparable coverage) for Executive and Executive’s dependents (to the extent covered under such plan(s) immediately prior to such termination), at the Company’s sole expense until the earlier of (A) one year following the date of Executive’s termination of employment of an amount equal to with the sum of the Executive’s annual base salary through Company and (B) the date Executive is or becomes eligible for comparable coverage under health plans of termination to another employer. The foregoing payments and benefits shall commence on the extent not theretofore paid and the balance of the Executive’s annual base salary for a period of eighteen (18) months from the date of termination of employment; (ii) continuation for eighteen (18) months after the date of 60th day following termination of employment (or, in the case of any health care (medicaliii) above, dental and vision) plan coverage other than that under a flexible spending account provided to the Executive and the Executive’s spouse and dependents at the date same time as such bonuses are paid to employees, generally, if later) provided that Executive has executed a release of termination with claims against the Company paying substantially in the normal Company paid contribution thereforform attached hereto as Exhibit C (“Release”), and such release of claims has become effective, by such date and shall be contingent on a monthly or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the Executive’s continued participation is possible under compliance with all post-termination restrictive covenants applicable to Executive, including, without limitation, the general terms and provisions of such plans and programscovenants contained in the Restrictive Covenant Agreement. If the Company reasonably determines that maintaining such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the tax status For purposes of the plan pursuant to which the coverage is providedforegoing calculations in this Section 4(b), the Company shall pay the Executive cash equal to the estimated cost of the expected Company contribution therefor for eighteen (18) months after the date of termination of employment with such payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and (iii) stock option and similar agreements with the Executive evidencing the grant of a stock option or other award under the Company’s Stock Incentive Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employment) to exercise the stock options.,

Without Cause; Good Reason. IfExcept as set forth in paragraphs 7(b) and 7(c) below, if, during the Termterm of this Agreement, either the Company Bank shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good ReasonCause, the Executive shall be entitled Bank will pay to the following: (i) payment in a lump sum as soon as administratively feasible after the Executive’s termination of employment of an amount equal to , the sum of the Executive’s annual base salary through the date of termination to the extent not theretofore paid and the balance of the Executive’s annual base salary for over a period of eighteen twelve (1812) months from the date of termination of employment; . The Bank also shall maintain in full force and effect for the Executive’s continued benefit, for ninety (ii90) continuation for eighteen (18) months after days from the date of termination of employment of any employment, all health care (medicaland insurance plans as required by federal law, dental and vision) plan coverage other than that under a flexible spending account provided to the Executive and the Executive’s spouse and dependents at the date of termination with the Company paying the normal Company paid contribution therefor, on a monthly or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such coverage Executive terminates his or her employment for Good Reason, the Executive or sum of the Executive’s spouse or dependents base salary for ninety (90) days shall be paid to the Executive by the Bank in three equal monthly installments after the date of termination of employment. The Bank also shall maintain in full force and effect for the Executive’s continued benefit, for ninety (90) days from the date of termination of employment, all health and insurance plans as required by federal law, and provided that the Executive’s continued participation is not feasible possible under the general terms and provisions of such plans and programs programs. The Bank’s payment for health and insurance benefits pursuant to this paragraph shall not alter the Executive’s statutory entitlement to benefits under the Consolidated Omnibus Budget Reconciliation Act (or where COBRA) health benefit provisions and other applicable federal statutes and will not extend the period for which the Executive is entitled to such continuation would adversely affect federal benefits. If the tax status Bank reasonably determines that maintaining such health and insurance plans in full force and effect for the benefit of the plan pursuant to which Executive for ninety (90) days from the coverage date of termination of employment is providednot feasible or is not permitted by the plan(s), the Company Bank shall pay the Executive cash a lump sum equal to the estimated cost of the expected Company contribution therefor for eighteen (18) months after the date of termination of employment with maintaining such payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for employees generally plans for the period during which such cash payments are to be provided; and Executive for ninety (iii90) days. In addition, stock option option, restricted stock, and similar agreements with the Executive evidencing the grant of a stock option option, restricted stock, or other award under the Company’s Stock Incentive Plana Company stock incentive plan, or any successor planif applicable, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employment) to exercise the option. However, if the Executive terminates his or her employment without Good Reason, he or she will be eligible to receive nothing in severance and all such non-vested options or stock optionsawards shall terminate.

Without Cause; Good Reason. If, during If the Term, either the Company Bank shall terminate the Executive’s 's employment without Cause (including the cessation of employment as a result of the Bank's non-renewal or the expiration of this Agreement) or Executive shall terminate employment for Good ReasonReason (which shall not include the cessation of employment as a result of the Executive's non-renewal or expiration of this Agreement), the Executive shall be entitled to the Accrued Obligations (as defined in Section 6(a)) and, subject to Executive's signing, delivering and not revoking the Release attached as Exhibit A, which Release must be signed, delivered and not revoked within the period set forth in the Release, the following: (i) payment in a lump sum as soon as administratively feasible after the Executive’s termination of employment Payment of an amount equal to eighteen (18) months of Executive's base salary in effect at the sum time of termination, payable in accordance with the regular pay periods of the Executive’s annual base salary through Bank (but no less frequently than monthly and in equal installments) beginning on the first payroll date following the date of termination of employment provided, however, that all payments otherwise due during the first sixty (60) days following termination of employment shall be accumulated and, if the Release requirements have been met, paid on the sixtieth (60th) day following termination of employment. (ii) Payment of an amount equal to one and one-half (1.5) times the extent not theretofore paid and the balance average of the Executive’s annual base salary bonuses payable for the two (2) calendar years preceding the calendar year in which the termination occurs. If no bonus was paid in an applicable year then it shall be calculated in computing the average as zero. Such amount shall be payable in equal installments over a period of eighteen (18) months from the date of termination of employment; (ii) continuation for eighteen (18) months after the date of termination of employment of any health care (medical, dental and vision) plan coverage other than that under a flexible spending account provided to the Executive and the Executive’s spouse and dependents at the date of termination with the Company paying the normal Company paid contribution therefor, on a monthly or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), the Company shall pay the Executive cash equal to the estimated cost of the expected Company contribution therefor for eighteen (18) months after the date of termination of employment with such payments to be made in accordance with the established payroll practices regular pay periods of the Company Bank (but not less frequently than monthly) for employees generally for in the period during which such cash same manner and at the same time as the payments are to be provided; andin Section 7(a)(i). (iii) stock option Payment of an amount equal to the product of eighteen (18) times the monthly rate of the Bank's subsidy for coverage in its medical, dental and similar agreements with the Executive evidencing the grant of a stock option or other award under the Company’s Stock Incentive Plan, or vision plans for active employees (including any successor plan, will provide that the vesting of such stock awards will accelerate applicable coverage for spouses and become immediately exercisable and fully vested as of dependents) in effect on the date of termination of employment without Cause or for Good Reason. In termination, payable in a lump sum on the case of stock options, the Executive will have at least ninety sixtieth (9060th) days after day following termination of employment, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employment) to exercise the stock options.

Without Cause; Good Reason. IfExcept as set forth in Section 7(e), if, during the Term, either the Company shall terminate the Executive’s employment without Cause and other than for death or Incapacity or the Executive shall terminate employment for Good Reason, the Executive shall be entitled Company will pay or provide the following to the followingExecutive: (i) payment Within 30 days after the termination of employment, the Company will pay or cause the Bank to pay to the Executive in a lump sum as soon as administratively feasible after the sum of (A) the Executive’s termination of employment of an amount equal to the sum of the Executive’s annual base salary through the date of termination, (B) the amount, if any,of any incentive or bonus compensation theretofore earned which has not yet been paid, (C) the product of the Executive’s annual incentive payment made paid or payable, including by reason of deferral, for the most recently completed year and a fraction, the numerator of which is the number of days in the current year through the date of termination and the denominator of which is 365, and (D) an amount equal to two times the average of the Executive’s annual incentive payments made for the last two calendars years preceding the calendar year of his termination of employment. Notwithstanding the foregoing, if the Executive is a Key Employee on the date of his termination of employment, any portion of such payment that would be considered deferred compensation within the meaning of Code Section 409A shall not be paid until the first day of the seventh month following the Executive’s termination of employment. (ii) Commencing within 30 days after the termination of employment, the Company shall continue to pay or cause the Bank to continue to pay to the extent not theretofore paid and the balance of the Executive at regular payroll intervals Executive’s annual base salary for a period of eighteen (18) 24 months from the date of termination of employment;. Notwithstanding the foregoing, if the Executive is a Key Employee on his termination of employment date, these payments will not commence until the first day of the seventh month following his date of termination, and the first payment shall include the first six months of payments. (iiiii) continuation The Company shall also maintain or cause the Bank to maintain in full force and effect for eighteen (18) the Executive’s continued benefit, until the lesser of 24 months after from the date of termination of employment of any employment, all health care (medical, dental and vision) welfare plan and program coverage other than that under a flexible spending account provided to the Executive and for the Executive’s , his spouse and dependents at the date of termination with the Company paying the normal Company paid contribution thereforthen in effect, on a monthly or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining any such health and welfare plan and program coverage for the Executive or in full force and effect until 24 months from the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), the Company shall pay the Executive cash equal to the estimated cost of the expected Company contribution therefor for eighteen (18) months after the date of termination of employment with is not feasible, the Company either shall provide substantially identical benefits directly or through an insurance arrangement or shall pay the Executive a lump sum equal to 1.4 times the estimated cost of maintaining such payments coverage. If the Executive dies while receiving such health and welfare benefit continuation, the Executive’s spouse and other dependents will continue to be made in accordance with provided such benefits during the established payroll practices remainder of the Company (not less frequently than monthly) applicable 24 month period. The Executive, his spouse and his dependents will become eligible for employees generally for COBRA continuation coverage as of the period during which such cash payments are to be provided; anddate health benefits cease. (iiiiv) stock option and similar agreements with Vesting in all equity compensation awards granted to the Executive evidencing the grant of a stock option or other award under the Company’s Stock Incentive Compensation Plan, or any successor planpredecessor plan thereto, will provide that the vesting of automatically be accelerated and such stock equity compensation awards will accelerate and become shall be immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reasonemployment. In the case of stock options, stock appreciation rights or similar awards, the Executive will have at least ninety (90) 90 days after termination of employment, or such longer period as may be provided for in the separate stock option award agreement, but in no event longer than to exercise his rights thereunder, provided that such extended exercise period shall not extend beyond the end maximum term of the regular term thereof (such awards determined without regard to the Executive’s cessation termination of employment) . In addition, the Executive shall receive any benefits to exercise which he may be entitled pursuant to the stock optionsterms of any plan, program or arrangement of the Company and its subsidiaries or affiliates.

Without Cause; Good Reason. If, during In the Term, either event that the Company shall terminate the Executiveterminates Employee’s employment hereunder without Cause or the Executive shall terminate Cause, Employee terminates his employment for with Good Reason, the Executive he shall be entitled to the following:Accrued Compensation and, subject to ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇, (i▇) payment in a A lump sum as soon as administratively feasible after the Executive’s termination of employment of an amount payment equal to the sum of the Executive’s annual base salary through one time his Base Salary in effect at the date of termination termination, less applicable withholding. (B) Continued participation (via state or federal insurance continuation laws such as COBRA, to the extent available) in the health and welfare plans (or comparable plans, if continued participation in Ampio’s or the Company’s plans is not theretofore paid and available) provided by Ampio or the balance Company to Employee at the time of the Executive’s annual base salary termination for a period of eighteen (18) months two years from the date of termination or, if earlier, until he is eligible for comparable coverage with a subsequent employer. The Company agrees to reimburse the payments Employee makes for such coverage, whether via continuation or separate comparable policy. Premium reimbursements shall be made by the Company to Employee consistent with the Company’s normal expense reimbursement policy, provided that Employee submits documentation to the Company substantiating his payments for insurance coverage. Employee shall give the Company prompt notice of employment;his eligibility for comparable coverage. (iiC) continuation for eighteen (18) months after All vested stock options shall remain exercisable from the date of termination until the expiration date of employment of any health care (medicalthe applicable award. So long as the Section 8 below does not apply, dental and vision) plan coverage other than that under a flexible spending account provided to the Executive and the Executive’s spouse and dependents then all options which are unvested at the date of termination with the Company paying the normal Company paid contribution therefor, on a monthly Without Cause or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), the Company Good Reason shall pay the Executive cash equal to the estimated cost of the expected Company contribution therefor for eighteen (18) months after the date of termination of employment with such payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and (iii) stock option and similar agreements with the Executive evidencing the grant of a stock option or other award under the Company’s Stock Incentive Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested accelerated as of the date of termination such that the number of unvested option shares equal to 1/36th the number of option shares multiplied by the number of full months of Employee’s employment without Cause hereunder shall be deemed vested and immediately exercisable by the Employee. Any unvested options over and above the foregoing shall be cancelled and of no further force or for Good Reason. In effect, and shall not be exercisable by the case Employee. (D) Any severance payments and/or other separation benefits contemplated by this Agreement are conditional on Employee: (i) continuing to comply with the terms of stock optionsthis Agreement and the PIA (as defined herein); (ii) delivering prior to or contemporaneously with any such severance payments, and not revoking, (x) a customary general release of claims relating to Employee’s employment and/or this Agreement against Ampio, the Executive Company or any of their respective successors, subsidiaries and affiliates and their respective directors, officers and stockholders and (y) a customary affirmation of Employee’s continuing obligations hereunder and under the PIA. Unless otherwise required by law, no severance payments and/or benefits under this Agreement will have at least ninety (90) days be paid and/or provided until after termination the expiration of employment, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employment) to exercise the stock optionsany relevant revocation period.

Without Cause; Good Reason. If, during In the Term, either the Company shall terminate the Executiveevent Officer’s employment without Cause is terminated by Employer Without Cause, or the Executive shall terminate Officer resigns employment for Good Reason within a period of 90 days after the occurrence of the event giving rise to Good Reason, the Executive Officer shall be entitled to the following: (i) payment the immediate vesting, to the extent not otherwise vested, of all equity incentive awards including Restricted Stock Unit awards granted to Officer, (ii) the Officer’s target Short-Term Cash Incentive Award for the period in which such termination occurs, prorated to the Termination Date in accordance with section 4.2 of this Agreement, to be paid in a lump sum as soon as administratively feasible after the Executive’s termination within 30 days of employment termination, (iii) payment of an amount equal to the sum of the Executiveproduct obtained by multiplying Officer’s annual then-current base salary through by 2.0, to be paid in lump sum within 30 days of termination. In addition, upon Officer’s receipt from Employer of a Notice of Termination Without Cause or Employer’s receipt from Officer of a Notice of Termination for Good Reason, Officer shall receive, at the date option of termination Employer, either (iv) Officer’s Annual Restricted Stock Unit Award computed pursuant to section 4.4 of this agreement for the fiscal year in which the Termination Date occurs, except that to the extent that the ▇▇▇ multiplier (if the quarter immediately prior to the Notice of Termination was a fiscal year end) or Prorated ▇▇▇ Multiplier (if the quarter immediately prior to the Notice of Termination was not theretofore paid a fiscal year end) is less than 1, the amount shall be computed assuming the product is equal to 1 or (v) an equivalent amount of cash payable in a lump-sum at termination. To the extent provided by the federal COBRA law or, if applicable, state insurance laws, and the balance of the Executiveby Employer’s annual base salary current group health insurance policies, Officer will be eligible to continue Officer’s group health insurance benefits at Officer’s own expense. If Officer timely elects continued coverage under COBRA, Employer shall pay Officer’s COBRA premiums, and any applicable Employer COBRA premiums, necessary to continue Officer’s then-current coverage for a period of eighteen (18) months from the date of termination of employment; (ii) continuation for eighteen (18) 12 months after the date of Officer’s termination of employment employment; provided, however, that any such payments will cease if Officer voluntarily enrolls in a health insurance plan offered by another employer or entity during the period in which the Company is paying such premiums. Executive agrees to immediately notify the Company in writing of any health care (medical, dental such enrollment. If and vision) plan coverage other than that under a flexible spending account provided to the Executive and extent required to prevent a violation of Section 409A of the Executive’s spouse and dependents at Code, Officer will pay the date entire cost of termination with the Company paying the normal Company paid contribution therefor, on a monthly or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), the Company shall pay the Executive cash equal to the estimated cost of the expected Company contribution therefor for eighteen (18) first six months after the date of termination Termination and Employer will reimburse Officer for Officer’s share of employment with such payments to be made costs on the six-month anniversary of Officer’s “separation from service” as defined in accordance with the established payroll practices Section 409A of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and (iii) stock option and similar agreements with the Executive evidencing the grant of a stock option or other award under the Company’s Stock Incentive Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employment) to exercise the stock optionsCode.

Without Cause; Good Reason. IfSubject to Section 6(f) below, during the Term, either the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason, the Executive Employee shall be entitled to the following: Accrued Benefits and certain severance consideration described below, payable at the times and in the form set forth in (iSection 6d) below, if Employee's employment is terminated during the Employment Period (x) by the Company without Cause pursuant to Section 5(b), or (y) by Employee for Good Reason pursuant to Section 5(c). in which case the Company shall provide Employee with a severance payment in a lump sum as soon as administratively feasible after the Executive’s termination of employment of an amount equal to the sum of the Executive’s annual base salary through the date of termination to the extent not theretofore paid and the balance of the Executive’s annual base salary for a period of (A) eighteen (18) months from of Employee's Base Salary as in effect immediately prior to the date Termination Date and (B) a pro rata portion of termination Employee's target Annual Bonus for the year in which such event occurred prorated for the period of employment; days beginning on January 1 and ending on the Termination Date (iithe "Severance Payment"). In addition, subject to Section 6(f)below and subject to (A) Employee's timely and proper election of group health plan continuation coverage under the Company's group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), and continued eligibility for such coverage under COBRA, and (B) Employee's continued copayment of premiums at the same level and cost to Employee as if Employee were an employee of the Company (excluding, for purposes of calculating cost, an employee's ability to pay premiums with pre-tax dollars), the Company shall provide Employee with a monthly cash payment equal to 100% of the excess of the applicable COBRA participation premiums for Employee and Employee's spouse and eligible dependents, if any, over the amount described in clause (B) until the earlier of (i) eighteen (18) months after following the Termination Date, (ii) the date of termination of employment of any on which Employee becomes employed by a third party and becomes eligible to participate in such third party's group health care (medicalplan, dental and vision) plan coverage other than that under a flexible spending account provided to the Executive and the Executive’s spouse and dependents at the date of termination with the Company paying the normal Company paid contribution therefor, on a monthly or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), the Company shall pay the Executive cash equal to the estimated cost of the expected Company contribution therefor for eighteen (18) months after the date of termination of employment with such payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and (iii) stock option and similar agreements with the Executive evidencing the grant of a stock option or other award maximum period allowed by COBRA for Employee to continue such coverage under the Company’s Stock Incentive Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employment) to exercise the stock options's plans.

Without Cause; Good Reason. IfSubject to Section 6(f) below, during the Term, either the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason, the Executive Employee shall be entitled to the following: Accrued Benefits and certain severance consideration described below, payable at the times and in the form set forth in Section 6(d) below, if Employee’s employment is terminated during the Employment Period (ix) by the Company without Cause pursuant to Section 5(b), or (y) by Employee for Good Reason pursuant to Section 5(c), in which case the Company shall provide Employee with a severance payment in a lump sum as soon as administratively feasible after the Executive’s termination of employment of an amount equal to the sum of the Executive(A) twenty-four (24) months of Employee’s annual base salary through the date of termination Base Salary as in effect immediately prior to the extent not theretofore paid Termination Date and (B) a pro rata portion of Employee’s target Annual Bonus for the balance year in which such event occurred prorated for the period of days beginning on January 1 and ending on the Termination Date (the “Severance Payment”). In addition, subject to Section 6(f) below and subject to (A) Employee’s timely and proper election of group health plan continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and continued eligibility for such coverage under COBRA, and (B) Employee’s continued copayment of premiums at the same level and cost to Employee as if Employee were an employee of the Executive’s annual base salary for a period of eighteen Company (18) months from the date of termination of employment; (ii) continuation for eighteen (18) months after the date of termination of employment of any health care (medical, dental and vision) plan coverage other than that under a flexible spending account provided to the Executive and the Executive’s spouse and dependents at the date of termination with the Company paying the normal Company paid contribution therefor, on a monthly or more frequent basisexcluding, for similarly situated active employees and purposes of calculating cost, an employee’s ability to pay premiums with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the pre-tax status of the plan pursuant to which the coverage is provideddollars), the Company shall pay the Executive provide Employee with a monthly cash payment equal to the estimated cost 100% of the expected Company contribution therefor excess of the applicable COBRA participation premiums for eighteen Employee and Employee’s spouse and eligible dependents, if any, over the amount described in clause (18B) until the earlier of (i) twenty-four (24) months after following the Termination Date, (ii) the date of termination of employment with on which Employee becomes employed by a third party and becomes eligible to participate in such payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and third party’s group health plan, or (iii) stock option and similar agreements with the Executive evidencing the grant of a stock option or other award maximum period allowed by COBRA for Employee to continue such coverage under the Company’s Stock Incentive Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employment) to exercise the stock optionsplans.

Without Cause; Good Reason. If, during the Term, either the Company shall terminate the Executive’s employment without Cause (which, for purposes of this Section 7, includes the non-renewal or expiration of the Agreement, unless the Executive agrees to remain in the employ of the Company beyond the non-renewal or expiration of the Agreement) or the Executive shall terminate employment for Good Reason, the Executive Executive, upon the effective date of the termination of employment, shall be entitled to the Accrued Obligations and, upon Executive’s signing the Release attached as Exhibit A, which Release must be signed and not be revoked (“become effective”) within thirty (30) days after termination of employment, to the following: (i) The continued payment in a lump sum as soon as administratively feasible after the of Executive’s base salary in effect at the time of termination of employment through the end of the Term or for a period of twelve months, whichever is greater, payable in accordance with the established payroll practices of the Company (but not less frequently than monthly and in equal installments). If any payments are due to be paid in accordance with established payroll practices during the thirty (30) day period during which the Release may become effective, then such payments shall be accumulated and paid on the first regularly scheduled payroll date on or after the thirtieth (30th) day following termination provided the Release has become effective on or before such date. (ii) If the termination of Executive’s employment occurs on or after October 1 of a calendar year but before the end of such year, payment of an amount equal to a portion of any annual incentive bonus for the sum calendar year during which Executive was last employed that includes the date of termination, such portion to equal the product (such product shall be referred to herein as the “Pro-Rata Bonus”) of (A) the annual incentive bonus that would have been payable to Executive for such calendar year had Executive remained employed for the entire calendar year, determined based on the extent to which the performance goals are actually achieved for such year (as determined by the Holding Company under the terms of the Executive’s annual base salary through incentive program), multiplied by (B) a fraction, the numerator of which is equal to the number of days in such calendar year that precede the date of termination to the extent not theretofore paid and the balance denominator of which is 365, such amount to be payable to Executive at the time such bonus would otherwise have been paid under the terms of the Executive’s annual base salary for a period of eighteen (18) months from incentive bonus program if the date of termination of employment;Executive were still employed. (iiiii) continuation Continuation for eighteen twelve (1812) months after the date of termination of employment of coverage under any health care (medical, dental and vision) plan coverage or plans (“Health Care Plans”), other than that under a flexible spending account account, provided to the Executive and the Executive’s spouse and dependents at the date of termination termination, with the Company paying the normal Company paid contribution therefor, on a monthly or more frequent basis, as for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation periodperiod (“Health Care Continuance Benefit”), provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programsthe Health Care Plans. The following rules shall also apply: (A) If the Company reasonably determines that maintaining cannot maintain such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs the Health Care Plans (or where such continuation would adversely affect the tax status of the plan Health Care Plans pursuant to which the coverage is provided), the Company shall pay provide the Health Care Continuance Benefit by either providing substantially identical benefits directly or through an insurance arrangement or by paying the Executive cash equal to the estimated cost of the expected Company contribution therefor for eighteen twelve (1812) months after the date of termination of employment with such payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and. (iiiB) The Health Care Continuance Benefit as to any Health Care Plan will cease if and when the Executive has obtained health care coverage under one or more welfare benefit plans of a subsequent employer that provides for equal or greater benefits to the Executive and the Executive’s spouse and dependents with respect to the specific type of benefit. (C) The Executive and the Executive’s spouse and dependents will become eligible for COBRA continuation coverage as of the date the Health Care Continuance Benefit ceases. (iv) In addition to any vested, but unexpired, stock option options to which Executive may be entitled under any prior plans, the stock options, restricted stock, stock appreciation rights and similar agreements with the Executive evidencing the grant of a stock option options, restricted stock, stock appreciation rights or other award awards under the Holding Company’s Stock Incentive 2010 Equity Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employment) to exercise the stock options.

Without Cause; Good Reason. IfThe Company may, during the Termsubject to subsection (b) of this section 5, either the Company shall terminate the Executive’s employment at any time without Cause or Cause, and the Executive shall may, subject to subsection (c) of this section 5, terminate the Executive’s employment at any time for Good Reason, in either case upon ten days’ prior written notice to the other except as provided in clause (v) of this subsection (a). The notice delivered by the Company is referred to in this Agreement as the “Company Notice” and the notice delivered by the Executive shall be entitled is referred to in this Agreement as the following: “Executive Notice,” and each will specify in detail the reasons for the termination of employment. “Good Reason” means (i) payment in a lump sum as soon as administratively feasible at any time after the date of this Agreement the Executive’s termination principal place of employment of an amount equal is relocated from the Jackson, Mississippi area or, subject to the sum last sentence of this subsection, the Executive experiences an employment action after the date of this Agreement (other than the Company’s termination of the Executive’s annual base salary through employment) that reasonably would be deemed to be a demotion; (ii) the Executive’s position as described in section 1 of this Agreement reasonably would be deemed to have been eliminated as a result of a corporate restructuring occurring after the date of termination this Agreement; (iii) in anticipation of, or on or after, a Change in Control (this and all subsequent references to “Change in Control” refer to the extent not theretofore paid definition of that term in the 2004 Plan), the Executive experiences an employment action that reasonably would be deemed to be a reduction in duties or status, (iv) upon a Change in Control SKS or its successor fails to obtain and deliver to the balance Executive a Successor Agreement (as defined in section 9(g) of this Agreement); or (v) the Executive reaches the age of 64 years and nine months and on or after that date the Executive gives the Company at least 90-day (instead of ten-day) prior written notice of termination by the Executive of the Executive’s annual base salary for a period of eighteen (18) months from the date of employment due to retirement. Upon termination of employment; the Executive’s employment in accordance with this subsection (iia), this Agreement will terminate except for SKS’s obligations in this section 5 and in sections 7, 9(f), and 9(h) continuation of this Agreement and except for eighteen the obligations of the Executive in sections 7, 8, and 9(h) of this Agreement, each of which will continue in effect in accordance with its terms. For the purposes of clauses (18i) months after and (iii) of the date third sentence of termination this subsection and for the avoidance of employment doubt, neither a Change in Control nor the divestiture of any health care (medicalone or more of SKS’s Club ▇▇▇▇▇ ▇▇ and Parisian businesses will, dental in and vision) plan coverage other than that under a flexible spending account provided of itself, constitute with respect to the Executive and the Executive’s spouse and dependents at the date of termination with the Company paying the normal Company paid contribution therefor, on an employment action that reasonably would be deemed to constitute a monthly demotion or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such coverage for the Executive a reduction in duties or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), the Company shall pay the Executive cash equal to the estimated cost of the expected Company contribution therefor for eighteen (18) months after the date of termination of employment with such payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and (iii) stock option and similar agreements with the Executive evidencing the grant of a stock option or other award under the Company’s Stock Incentive Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employment) to exercise the stock optionsstatus.

Without Cause; Good Reason. If, during the Term, either the Company shall terminate the Executive’s employment without Cause (which, for purposes of this Section 7, includes the non-renewal or expiration of the Agreement, unless the Executive agrees to remain in the employ of the Company beyond the non-renewal or expiration of the Agreement) or the Executive shall terminate employment for Good Reason, the Executive Executive, upon the effective date of the termination of employment, shall be entitled to the Accrued Obligations and, upon Executive’s signing the Release attached as Exhibit A, which Release must be signed and not be revoked (“become effective”) within thirty (30) days after termination of employment, to the following: (i) The continued payment in a lump sum as soon as administratively feasible after the of Executive’s base salary in effect at the time of termination of employment through the end of the Term or for a period of twelve months, whichever is greater, payable in accordance with the established payroll practices of the Company (but not less frequently than monthly and in equal installments). If any payments are due to be paid in accordance with established payroll practices during the thirty (30) day period during which the Release may become effective, then such payments shall be accumulated and paid on the first regularly scheduled payroll date on or after the thirtieth (30th) day following termination provided the Release has become effective on or before such date. (ii) If the termination of Executive’s employment occurs on or after October 1 of a calendar year but before the end of such year, payment of an amount equal to a portion of any annual incentive bonus for the sum calendar year during which Executive was last employed that includes the date of termination, such portion to equal the product (such product shall be referred to herein as the “Pro-Rata Bonus”) of (A) the annual incentive bonus that would have been payable to Executive for such calendar year had Executive remained employed for the entire calendar year, determined based on the extent to which the performance goals are actually achieved for such year (as determined by the Holding Company under the terms of the Executive’s annual base salary through incentive program), multiplied by (B) a fraction, the numerator of which is equal to the number of days in such calendar year that precede the date of termination to the extent not theretofore paid and the balance denominator of which is 365, such amount to be payable to Executive at the time such bonus would otherwise have been paid under the terms of the Executive’s annual base salary for a period of eighteen (18) months from incentive bonus program if the date of termination of employment;Executive were still employed. (iiiii) continuation Continuation for eighteen (18) months after the date of termination of employment of coverage under any health care (medical, dental and vision) plan coverage or plans (“Health Care Plans”), other than that under a flexible spending account account, provided to the Executive and the Executive’s spouse and dependents at the date of termination termination, with the Company paying the normal Company paid contribution therefor, on a monthly or more frequent basis, as for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation periodperiod (“Health Care Continuance Benefit”), provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programsthe Health Care Plans. The following rules shall also apply: (A) If the Company reasonably determines that maintaining cannot maintain such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs the Health Care Plans (or where such continuation would adversely affect the tax status of the plan Health Care Plans pursuant to which the coverage is provided), the Company shall pay provide the Health Care Continuance Benefit by either providing substantially identical benefits directly or through an insurance arrangement or by paying the Executive cash equal to the estimated cost of the expected Company contribution therefor for eighteen (18) months after the date of termination of employment with such payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and. (iiiB) The Health Care Continuance Benefit as to any Health Care Plan will cease if and when the Executive has obtained health care coverage under one or more welfare benefit plans of a subsequent employer that provides for equal or greater benefits to the Executive and the Executive’s spouse and dependents with respect to the specific type of benefit. (C) The Executive and the Executive’s spouse and dependents will become eligible for COBRA continuation coverage as of the date the Health Care Continuance Benefit ceases. (iv) In addition to any vested, but unexpired, stock option options to which Executive may be entitled under any prior plans, the stock options, restricted stock, stock appreciation rights and similar agreements with the Executive evidencing the grant of a stock option options, restricted stock, stock appreciation rights or other award awards under the Holding Company’s Stock Incentive 2010 Equity Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employment) to exercise the stock options.

Without Cause; Good Reason. If, during the Term, either the Company shall terminate the Executive’s employment without Cause (which shall not include the cessation of employment as a result of the non-renewal or expiration of the Agreement) or the Executive shall terminate employment for Good Reason, the Executive shall be entitled to the followingAccrued Obligations (as defined in Section 6 (a)) and, upon Executive’s signing the Release attached as Exhibit A, which Release must be signed and not revoked within the period set forth in the Release, subject to any applicable delay under Section 19, the Executive shall also be entitled to the following benefits: (i) payment in a lump sum as soon as administratively feasible after the If termination takes place during Executive’s termination first year of employment employment, payment of an amount equal to the sum three (3) months of the Executive’s annual 's base salary through the date of termination to the extent not theretofore paid and the balance of the Executive’s annual base salary for salary, payable in a period of eighteen (18) months from the date of one-time lump sum at termination of employment;. However, the Company shall have a right to delay payment in its sole discretion for a sixty (60) period following termination or if payment would be prohibited by applicable law (but only until the payment is no longer prohibited), each in accordance with the requirements of Code Section 409A. If termination takes place following one year of employment, then payment of an amount equal to six (6) months base salary shall be paid in the same fashion as above described. (ii) continuation for eighteen For twelve (1812) months after the date of termination of employment of any termination, the Executive shall receive coverage under all employee health care insurance programs or plans (medical, dental and vision) plan coverage other than that under a flexible spending account provided to (“Health Care Plans”) in which the Executive and the Executive’s and/or his spouse and any of his dependents at the date of termination were entitled to participate immediately prior to such termination, with the Company paying the normal Company lesser of (A) the dollar amount of premium that the employer paid contribution therefor, on a monthly immediately prior to the termination of employment without regard to any subsequent increase in premium otherwise due or more frequent basis, (B) the employer portion of the premium due for similarly situated active employees and with such the coverage being available on actually provided (the same basis as available to similarly active employees during such continuation period“Heath Care Continuance Benefit”), provided that the Executive’s continued participation of the Executive and/or his spouse and any of his dependents is possible under the general terms and provisions of such plans and programsthe Health Care Plans. If the Company reasonably determines that maintaining cannot maintain such coverage for the Executive or the Executive’s his spouse or dependents is not feasible under the terms and provisions of such plans and programs the Health Care Plans (or where such continuation would adversely affect the tax status of the plan Health Care Plans pursuant to which the coverage is provided), the Company shall pay provide the Health Care Continuance Benefit by either providing substantially identical benefits directly, or through an insurance arrangement, or by paying Executive cash equal to the estimated cost of the expected Company contribution therefor above amount for eighteen twelve-months (1812) months after the date of termination of employment with such payments to be made in accordance with the Company's established payroll practices of the Company (not but no less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and. To the extent allowed by applicable law, the 12-month Health Care Continuance Benefit period shall run concurrently with the period for which the Executive and/or his spouse and any of his dependents would be eligible for continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (the “COBRA Period”). (iii) stock option Notwithstanding the foregoing, and similar agreements with in addition to the Executive evidencing the grant of a stock option or other award Employer’s remedies set forth in Section 7(f), all such payments and benefits under the CompanySection 7(a) otherwise to be made after Executive’s Stock Incentive Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In shall cease to be paid, and the case of stock optionsEmployer shall have no further obligation with respect thereto, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreementevent Executive, but in no event longer than without the end consent of the regular term thereof (determined without regard to the Executive’s cessation Employer, engages in any activity prohibited in Section 7 or any of employment) to exercise the stock optionsits sub-parts or breaches Section 8.

Without Cause; Good Reason. If, during Upon the Term, either Officer’s furnishing to the Company shall terminate an executed commercially reasonable waiver and release of claims, other than claims related to Employer’s obligations under this Agreement (the Executive“Release”) within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms (the “Release Effective Date”), in the event Officer’s employment without Cause is terminated by Employer Without Cause, or the Executive shall terminate Officer resigns employment for Good ReasonReason within a period of 90 days after the Cure Period, the Executive Officer shall be entitled to the following: (i) payment the immediate vesting, to the extent not otherwise vested, of all equity incentive awards including Restricted Stock Unit awards granted to Officer, (ii) the Officer’s target Annual Cash Incentive Award for the period in which such termination occurs, prorated to the Termination Date in accordance with section 4.2 of this Agreement, to be paid in a lump sum as soon as administratively feasible after the Executive’s termination within 30 days of employment termination, (iii) payment of an amount equal to the sum of the Executiveproduct obtained by multiplying Officer’s annual then-current base salary through by 2.0, to be paid in lump sum within 30 days of termination. In addition, upon Officer’s receipt from Employer of a Notice of Termination Without Cause or upon Officer’s Termination for Good Reason, Officer shall receive, at the date option of termination Employer, either (iv) Officer’s Annual Restricted Stock Unit Award computed pursuant to section 4.4 of this agreement for the fiscal year in which the Termination Date occurs, except that to the extent that the RSU Factor (if the quarter immediately prior to the Notice of Termination was a fiscal year end) or Prorated RSU Factor (if the quarter immediately prior to the Notice of Termination was not theretofore paid a fiscal year end) is less than 1, the amount shall be computed assuming the product is equal to 1 or (v) an equivalent amount of cash payable in a lump-sum at termination. To the extent provided by the federal COBRA law or, if applicable, state insurance laws, and the balance of the Executiveby Employer’s annual base salary current group health insurance policies, Officer will be eligible to continue Officer’s group health insurance benefits at Officer’s own expense. If Officer timely elects continued coverage under COBRA, Employer shall pay Officer’s COBRA premiums, and any applicable Employer COBRA premiums, necessary to continue Officer’s then-current coverage for a period of eighteen (18) months from the date of termination of employment; (ii) continuation for eighteen (18) 12 months after the date of Officer’s termination of employment employment; provided, however, that any such payments will cease if Officer voluntarily enrolls in a health insurance plan offered by another employer or entity during the period in which the Employer is paying such premiums. Executive agrees to immediately notify the Employer in writing of any health care (medical, dental such enrollment. If and vision) plan coverage other than that under a flexible spending account provided to the Executive and extent required to prevent a violation of Section 409A of the Executive’s spouse and dependents at Code, Officer will pay the date entire cost of termination with the Company paying the normal Company paid contribution therefor, on a monthly or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), the Company shall pay the Executive cash equal to the estimated cost of the expected Company contribution therefor for eighteen (18) first six months after the date of termination Termination and Employer will reimburse Officer for Officer’s share of employment with such payments to costs on the six-month anniversary of Officer’s “separation from service” as defined in Section 409 A of the Code. Notwithstanding the foregoing, if the Employer determines, in its sole discretion, that the Employer cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Employer shall in lieu thereof pay Officer a taxable cash amount, which payment shall be made regardless of whether Officer or Officer’s eligible family members elect health care continuation coverage (the “Health Care Benefit Payment’). The Health Care Benefit Payment shall be paid in accordance with monthly installments on the established payroll practices same schedule that the COBRA Premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Employer would have otherwise paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the earlier of (i) expiration of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and (iii) stock option and similar agreements with the Executive evidencing the grant of a stock option or other award under the Company’s Stock Incentive PlanCOBRA Payment Period, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of (ii) the date of termination of employment without Cause Officer voluntarily enrolls in a health insurance plan offered by another employer or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employment) to exercise the stock optionsentity.

Without Cause; Good Reason. IfThe Company, during acting in accordance with the Termdirections of the Board, either the Company shall may terminate the Executive’s 's services hereunder without Cause, and the Executive may terminate his services hereunder for Good Reason, in either case at any time following the required written notice as set forth in Clause 7.1. "GOOD REASON" shall mean, without the Executive's consent, the occurrence of any of the following circumstances unless such circumstances are fully corrected prior to the expiration of the thirty (30) calendar day period following receipt by the Company and Shire Group of the Executive's notice (which notice shall be transmitted to the Company and Shire Group in the same manner) of the existence of circumstances that provide a basis for the Executive to terminate his employment for Good Reason, describing such circumstances in reasonable detail: (a) an adverse change in the Executive's title as Chief Executive Officer of Shire Group, as Chairman of the Board of Directors and Chief Executive Officer of the Company, or as Chairman of the Board of Directors of Shire US Inc., the Executive's involuntary removal from the Board of Directors of the Company, the Board, or Shire US Inc., or failure of the Executive to be elected to the Board of Directors of the Company, the Board or Shire US Inc., or the assignment to the Executive of duties, responsibilities or authority materially inconsistent therewith (in the case of any of the foregoing, other than by reason of the Executive's termination by the Company for Cause), (b) a substantial diminution in the Executive's duties, responsibilities or authority, taken as a whole (except during periods when the Executive is unable to perform all or substantially all of the Executive's duties or responsibilities as a result of the Executive's physical or mental incapacity), (c) a change in location of the Executive's office to a location more than 35 miles from its current location, or (d) a material breach of this Agreement or the Ratification and Guaranty, which breach remains uncured for 30 calendar days after written notice thereof by the Executive to the Company and to Shire Group. Notwithstanding the foregoing, the following shall not constitute "Good Reason": a one-time change in location of the Executive's office from North Carolina to either the Cincinnati, Ohio metropolitan area or the Rockville, Maryland metropolitan area, provided that in connection with such relocation the Executive's moving, house-hunting and temporary housing costs are fully covered by the Company at no after-tax cost to him, the Company protects him against a loss on the equity value of his North Carolina home, and, at the Executive's option, a third party relocation company (the "Facilitator") purchases such home in accordance with common practice. The equity loss protection described in the preceding sentence shall apply solely with respect to a sale of the home (i) to the Facilitator or (ii) to another party in a bona fide arm's length transaction, in either case within one year of such relocation. In the event the Company terminates the Executive's employment without Cause Cause, or the Executive shall terminate terminates his employment for Good Reason, the Executive Company shall be entitled pay or provide to the following: Executive (i) payment his then current accrued and unpaid Base Salary through the effective date of his termination as well as one hundred per cent (100%) of any accrued and unpaid bonus for any completed fiscal years preceding the year of termination, (ii) in a lump sum as soon as administratively feasible within 30 calendar days after such termination, an additional amount equal to one year of Base Salary plus, to be decided in the Executive’s termination absolute discretion of employment the Committee, an amount in lieu of annual bonus (which may be up to an amount equal to the sum Target Bonus), (iii) the Pro Rata Bonus, (iv) an additional amount equal to thirty per cent (30%) of his Base Salary in lieu of Company contributions to the retirement plans in which the Executive participates pursuant to Clause 4.1(g) of this Agreement, (v) payment of the premiums for the Executive's continued medical and dental coverage under COBRA for one year following termination, provided, however, that such payment shall cease at such time as the Executive commences participation in a subsequent employer's group health plan, (vi) $30,000 in lieu of the Executive’s annual base salary through the date 's car benefit pursuant to Clause 4.1(d) of termination this Agreement, (vii) an amount equal to the extent not theretofore paid and the balance of the Executive’s annual base salary for a period of eighteen (18) months from the date of termination of employment; (ii) continuation for eighteen (18) months after the date of termination of employment of any health care (medical, dental and vision) plan coverage other than that under a flexible spending account provided to actual amount incurred by the Executive and the Executive’s spouse and dependents at the date of termination with the Company paying the normal Company paid contribution therefor, on a monthly or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such coverage in premiums for the Executive or amount of life insurance coverage set out in Clause 4.1(f) of this Agreement for the Executive’s spouse or dependents is not feasible under the terms one-year period following termination; and provisions of such plans (viii) other benefits and programs (or where such continuation would adversely affect the tax status of the plan pursuant payments to which the coverage Executive is provided)then entitled at law or under any benefit program, the Company shall pay the Executive cash equal to the estimated cost of the expected Company contribution therefor for eighteen (18) months after the date of termination of employment with such payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and (iii) stock option including accrued but unpaid vacation or holiday pay, if any, and similar agreements with the Executive evidencing the grant of a stock option or other award under the Company’s Stock Incentive Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employment) to exercise the stock optionsunreimbursed expenses.

Without Cause; Good Reason. If(i) The Company may terminate Executive’s employment at any time without Cause immediately upon delivery of written notice. (ii) Executive may terminate Executive’s employment at any time for Good Reason (as defined in Section 4(b)(v)) by giving written notice to the Company of his good faith belief that Good Reason exists within 60 days thereof, which notice shall describe the circumstances thereof; provided that (A) the Company shall have 30 days following receipt of such notice to cure such circumstance(s), and (B) Executive terminates his employment within 15 days following the expiration of the Company’s cure period without the Company curing such circumstance(s). (iii) Upon termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, in each case during the Term, either in addition to the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good ReasonAccrued Benefits, the Executive shall be entitled to receive from the following: Company (iA) payment an amount equal to Executive’s Base Salary, payable in equal installments over 12 months following termination of employment in accordance with the Company’s regular payroll schedule, commencing on the first regularly scheduled payroll date on or after the 60th day following termination of employment and (B) if such termination is during the last six months of any fiscal year, a pro-rated share of the Annual Bonus payable pursuant to Section 2(b)(i) hereof (based on the period of actual employment) to which Executive would have been entitled had Executive worked for the full fiscal year during which the termination occurred, based on the actual level of achievement of the applicable goals for such fiscal year (the “Pro-rata Bonus”), payable in a lump sum when bonuses are paid to executives generally and in accordance with Section 2(b)(ii). Neither the Company nor any of its affiliates shall be under any further obligation to Executive. (iv) The foregoing payments shall be contingent on (A) Executive executing and delivering to the Company a release of claims against the Company substantially in the form attached hereto as soon Exhibit D (subject to any modifications necessary to render such release fully enforceable under applicable law, as administratively feasible after determined by the Company) (“Release”), and such Release becoming effective by the 60th day following Executive’s termination of employment of an amount equal and (B) Executive’s continued compliance with all post-termination restrictive covenants applicable to Executive, including the covenants contained in the Fair Competition Agreement. Any installments delayed pursuant to the sum of foregoing sentence shall be paid with the Executive’s annual base salary through first such payment on the first regularly schedule payroll date of termination to on or after the extent not theretofore paid and the balance of the Executive’s annual base salary for a period of eighteen (18) months from the date of 60th day following termination of employment; (ii. A termination of Executive’s employment under this Section 4(b) continuation for eighteen (18) months after the date of does not include a termination of employment by reason of any health care (medical, dental and vision) plan coverage other than that under a flexible spending account provided to the Executive and the Executive’s spouse and dependents at Disability (as defined below) or upon the date death of termination with the Company paying the normal Company paid contribution thereforExecutive, on a monthly or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), the Company shall pay the Executive cash equal to the estimated cost of the expected Company contribution therefor for eighteen (18) months after the date of termination of employment with such payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and (iii) stock option and similar agreements with the Executive evidencing the grant of a stock option or other award under the Company’s Stock Incentive Plan, or any successor plan, will provide that timely notice of its option not to extend the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employment) to exercise the stock optionsTerm.

Without Cause; Good Reason. IfSubject to Section 6(e) below, during the Term, either the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason, the Executive Employee shall be entitled to the following: Accrued Amounts and the certain severance consideration described below, payable at the times and in the form set forth in Section 6(d) below, if Employee’s employment is ​ terminated during the Employment Period (ix) by the Company without Cause pursuant to Section 5(b), or (y) by Employee for Good Reason pursuant to Section 5(c), in which case the Company shall provide Employee with a severance payment in a lump sum as soon as administratively feasible after the Executive’s termination of employment of an amount equal to the sum of the Executive(A) eighteen (18) months of Employee’s annual base salary through the date of termination Base Salary as in effect immediately prior to the extent not theretofore paid Termination Date and (B) a pro rata portion of Employee’s target Annual Bonus for the balance year in which such event occurred prorated for the period of days beginning on January 1 and ending on the Termination Date (the “Severance Payment”). If Employee, after the third anniversary of the ExecutiveEffective Date, terminates this Agreement pursuant to Section 5(e), Company may elect to pay Employee a severance payment of Employee’s annual base salary monthly Base Salary, in effect immediately prior to the Termination Date, for up to a period of 18 consecutive months (at Company’s sole discretion) after such termination in order to extend the obligations set forth in Section 9 of this Agreement for a period of time up to 18 months after such termination (the “Discretionary Severance Payment”). In addition, subject to Section 6(f) below and subject to (A) Employee’s timely and proper election of group health plan continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and continued eligibility for such coverage under COBRA, and (B) Employee’s continued copayment of premiums at the same level and cost to Employee as if Employee were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), the Company shall provide Employee with a monthly cash payment equal to 100% of the excess of the applicable COBRA participation premiums for Employee and Employee’s spouse and eligible dependents, if any, over the amount described in clause (B) until the earlier of eighteen (18) months from following the date of termination of employment; Termination Date, (ii) continuation for eighteen (18) months after the date of termination of employment of any on which Employee becomes employed by a third party and becomes eligible to participate in such third party’s group health care (medicalplan, dental and vision) plan coverage other than that under a flexible spending account provided to the Executive and the Executive’s spouse and dependents at the date of termination with the Company paying the normal Company paid contribution therefor, on a monthly or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), the Company shall pay the Executive cash equal to the estimated cost of the expected Company contribution therefor for eighteen (18) months after the date of termination of employment with such payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and (iii) stock option and similar agreements with the Executive evidencing the grant of a stock option or other award maximum period allowed by COBRA for Employee to continue such coverage under the Company’s Stock Incentive Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employment) to exercise the stock optionsplans.

Without Cause; Good Reason. If, during the Term, either the Company shall terminate the Executive’s employment without Cause (which shall not include the cessation of employment as a result of the non-renewal or expiration of this Agreement) or the Executive shall terminate employment for Good Reason, the Executive shall be entitled to the followingAccrued Obligations (as defined in Section 7(a)) and, upon the Executive’s signing and not revoking the Release attached as Exhibit A, which Release must be signed and not revoked within the period set forth in the Release, subject to any applicable delay under Section 18 (Code Section 409A Compliance), the Executive shall also be entitled to the following benefits: (i) payment in a lump sum as soon as administratively feasible after the Executive’s termination of employment Payment of an amount equal to 1.50 times the sum average of the Executive’s annual base salary through the date of termination to the extent not theretofore paid and the balance 's compensation as reported in Box 1 of the Executive’s annual base salary for Form W-2 over the three (3) calendar years immediately preceding the calendar year during which the termination occurs (“Average Compensation”), payable in a period of eighteen (18) months from the date of one-time lump sum at termination of employment;, less all applicable withholdings. However, the Company shall have a right to delay payment in its sole discretion for a sixty (60) day period following termination or if payment would be prohibited by applicable law (but only until the payment is no longer prohibited), each in accordance with the requirements of Code Section 409A (as defined in Section 18). (ii) continuation for eighteen For twelve (1812) months after the date of termination of employment of any termination, the Executive shall receive coverage under all employee health care insurance programs or plans (medical, dental and vision) plan coverage other than that under a flexible spending account provided to (“Health Care Plans”) in which the Executive and the Executive’s and/or her spouse and any of her dependents at the date of termination were entitled to participate immediately prior to such termination, with the Company paying the normal Company dollar amount of the premiums that the employer paid contribution therefor, on a monthly or more frequent basis, for similarly situated active employees immediately prior to the termination of the Executive’s employment without regard to any subsequent increase in premium otherwise due (and with such coverage being available on the same basis as available to similarly active employees during such continuation periodExecutive paying any remaining premiums) (the “Heath Care Continuance Benefit”), provided that the Executive’s continued participation of the Executive and/or her spouse and any of her dependents is possible under the general terms and provisions of such plans and programsthe Health Care Plans. If the Company reasonably determines that maintaining cannot maintain such coverage for the Executive or the Executive’s her spouse or dependents is not feasible under the terms and provisions of such plans and programs the Health Care Plans (or where such continuation would adversely affect the tax status of the plan Health Care Plans pursuant to which the coverage is provided), the Company shall pay provide the Health Care Continuance Benefit by either providing substantially identical benefits directly or through an insurance arrangement or by paying the Executive cash equal to the estimated cost of the expected Company contribution therefor above amount for eighteen twelve (1812) months after the date of termination of employment with such payments to be made in accordance with the Company's established payroll practices of the Company (not but no less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and. To the extent allowed by applicable law, the Health Care Continuance Benefit period shall run concurrently with the period for which the Executive and/or her spouse and any of her dependents would be eligible for continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (the “COBRA Period”). (iii) stock option Notwithstanding the foregoing, and similar agreements with the Executive evidencing the grant of a stock option or other award under in addition to the Company’s Stock Incentive Planremedies set forth in Section 8(f), or any successor plan, will provide that all such payments and benefits under Section 8(a) otherwise to be made after the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of Executive’s termination of employment without Cause or for Good Reason. In shall cease to be paid, and the case of stock optionsCompany shall have no further obligation with respect thereto, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreementevent the Executive, but in no event longer than without the end consent of the regular term thereof (determined without regard to the Executive’s cessation Company, engages in any activity prohibited in Section 8 or any of employment) to exercise the stock optionsits sub-parts or breaches Section 9.

Without Cause; Good Reason. If, during the Term, either the Company shall terminate the Executive’s employment without Cause (which shall not include the cessation of employment as a result of the non-renewal or expiration of this Agreement) or the Executive shall terminate employment for Good Reason, the Executive shall be entitled to the followingAccrued Obligations (as defined in Section 7(a)) and, upon the Executive’s signing and not revoking the Release attached as Exhibit A, which Release must be signed and not revoked within the period set forth in the Release, subject to any applicable delay under Section 18 (Code Section 409A Compliance), the Executive shall also be entitled to the following benefits: (i) payment in a lump sum as soon as administratively feasible after the Executive’s termination of employment Payment of an amount equal to 2.00 times the sum average of the Executive’s annual base salary through the date of termination to the extent not theretofore paid and the balance 's compensation as reported in Box 1 of the Executive’s annual base salary for Form W-2 over the three (3) calendar years immediately preceding the calendar year during which the termination occurs (“Average Compensation”), payable in a period of eighteen (18) months from the date of one-time lump sum at termination of employment;, less all applicable withholdings. However, the Company shall have a right to delay payment in its sole discretion for a sixty (60) day period following termination or if payment would be prohibited by applicable law (but only until the payment is no longer prohibited), each in accordance with the requirements of Code Section 409A (as defined in Section 18). (ii) continuation for eighteen For twelve (1812) months after the date of termination of employment of any termination, the Executive shall receive coverage under all employee health care insurance programs or plans (medical, dental and vision) plan coverage other than that under a flexible spending account provided to (“Health Care Plans”) in which the Executive and the Executive’s and/or his spouse and any of his dependents at the date of termination were entitled to participate immediately prior to such termination, with the Company paying the normal Company dollar amount of the premiums that the employer paid contribution therefor, on a monthly or more frequent basis, for similarly situated active employees immediately prior to the termination of the Executive’s employment without regard to any subsequent increase in premium otherwise due (and with such coverage being available on the same basis as available to similarly active employees during such continuation periodExecutive paying any remaining premiums) (the “Heath Care Continuance Benefit”), provided that the Executive’s continued participation of the Executive and/or his spouse and any of his dependents is possible under the general terms and provisions of such plans and programsthe Health Care Plans. If the Company reasonably determines that maintaining cannot maintain such coverage for the Executive or the Executive’s his spouse or dependents is not feasible under the terms and provisions of such plans and programs the Health Care Plans (or where such continuation would adversely affect the tax status of the plan Health Care Plans pursuant to which the coverage is provided), the Company shall pay provide the Health Care Continuance Benefit by either providing substantially identical benefits directly or through an insurance arrangement or by paying the Executive cash equal to the estimated cost of the expected Company contribution therefor above amount for eighteen twelve (1812) months after the date of termination of employment with such payments to be made in accordance with the Company's established payroll practices of the Company (not but no less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and. To the extent allowed by applicable law, the Health Care Continuance Benefit period shall run concurrently with the period for which the Executive and/or his spouse and any of his dependents would be eligible for continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (the “COBRA Period”). (iii) stock option Notwithstanding the foregoing, and similar agreements with the Executive evidencing the grant of a stock option or other award under in addition to the Company’s Stock Incentive Planremedies set forth in Section 8(f), or any successor plan, will provide that all such payments and benefits under Section 8(a) otherwise to be made after the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of Executive’s termination of employment without Cause or for Good Reason. In shall cease to be paid, and the case of stock optionsCompany shall have no further obligation with respect thereto, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreementevent the Executive, but in no event longer than without the end consent of the regular term thereof (determined without regard to the Executive’s cessation Company, engages in any activity prohibited in Section 8 or any of employment) to exercise the stock optionsits sub-parts or breaches Section 9.

Without Cause; Good Reason. IfSubject to Section 6(e) below, during the Term, either the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good Reason, the Executive Employee shall be entitled to the following: Accrued Amounts and the certain severance consideration described below, payable at the times and in the form set forth in Section 6(d) below, if Employee’s employment is terminated during the Employment Period (ix) by the Company without Cause pursuant to Section 5(b), or (y) by Employee for Good Reason pursuant to Section 5(c), in which case the Company shall provide Employee with a severance payment in a lump sum as soon as administratively feasible after the Executive’s termination of employment of an amount equal to the sum of the Executive(A) eighteen (18) months of Employee’s annual base salary through the date of termination Base Salary as in effect immediately prior to the extent not theretofore paid Termination Date and (B) a pro rata portion of Employee’s target Annual Bonus for the balance year in which such event occurred prorated for the period of days beginning on January 1 and ending on the Termination Date (the “Severance Payment”). In addition, subject to Section 6(f) below and subject to (A) Employee’s timely and proper election of group health plan continuation coverage under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and continued eligibility for such coverage under COBRA, and (B) Employee’s continued copayment of premiums at the same level and cost to Employee as if Employee were an employee of the ExecutiveCompany (excluding, for purposes of calculating cost, an employee’s annual base salary ability to pay premiums with pre-tax dollars), the Company shall provide Employee with a monthly cash payment equal to 100% of the excess of the applicable COBRA participation premiums for a period Employee and Employee’s spouse and eligible dependents, if any, over the amount described in clause (B) until the earlier of eighteen (18) months from following the date of termination of employment; Termination Date, (ii) continuation for eighteen (18) months after the date of termination of employment of any on which Employee becomes employed by a third party and becomes eligible to participate in such third party’s group health care (medicalplan, dental and vision) plan coverage other than that under a flexible spending account provided to the Executive and the Executive’s spouse and dependents at the date of termination with the Company paying the normal Company paid contribution therefor, on a monthly or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), the Company shall pay the Executive cash equal to the estimated cost of the expected Company contribution therefor for eighteen (18) months after the date of termination of employment with such payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and (iii) stock option and similar agreements with the Executive evidencing the grant of a stock option or other award maximum period allowed by COBRA for Employee to continue such coverage under the Company’s Stock Incentive Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employment) to exercise the stock optionsplans.

Without Cause; Good Reason. If(i) The Company may terminate Executive’s employment at any time without Cause immediately upon delivery of written notice. (ii) Executive may terminate Executive’s employment at any time for Good Reason (as defined in Section 4(b)(iv)) by giving written notice to the Company of her good faith belief that Good Reason exists within 60 days of the first occurrence of the circumstance(s) giving rise to such belief, during the Term, either which notice shall describe such circumstance(s); provided that (A) the Company shall terminate have 30 days following receipt of such notice to cure such circumstance(s), and (B) Executive terminates her employment within 15 days following the expiration of the Company’s cure period without the Company curing such circumstance(s). (iii) Upon termination of Executive’s employment by the Company without Cause or the by Executive shall terminate employment for Good ReasonReason (A) prior to the second anniversary of the Effective Date, (x) in addition to the Accrued Benefits, Executive shall be entitled to receive from the following: Company an amount equal to one and one-half times Executive’s Base Salary, payable in equal installments over 18 months following termination of employment in accordance with the Company’s regular payroll schedule, and (iy) payment in a lump sum as soon as administratively feasible an amount equal to the Company portion of the health care premiums for Executive (including for her spouse and eligible dependents) for 18 months following Executive’s termination date, (B) on or after the second anniversary of the Effective Date, (x) in addition to the Accrued Benefits, Executive shall be entitled to receive from the Company an amount equal to Executive’s Base Salary, payable in equal installments over 12 months following termination of employment and (y) an amount equal to the Company portion of the health care premiums for Executive (including for her spouse and eligible dependents) for 12 months following Executive’s termination date, and (C) Executive will be entitled to receive any unpaid Annual Bonus for the fiscal year completed prior to such termination of employment based on actual performance and payable at the same time as bonuses are paid to senior executives of the Company generally, subject to and in accordance with Section 2(b)(ii). The foregoing payments shall be contingent on (A) Executive executing and delivering to the Company a release of claims against the Company substantially in the form attached hereto as Exhibit B (subject to any modifications necessary to render such release fully enforceable under applicable law, as determined by the Company) (“Release”), and such Release becoming effective by the 60th day following Executive’s termination of employment of an amount equal and (B) Executive’s continued compliance with all post-termination restrictive covenants applicable to Executive, including the covenants contained in the Fair Competition Agreement. Any amounts delayed pursuant to the sum of foregoing sentence shall be paid with the Executive’s annual base salary through first such payment on the first regularly scheduled payroll date of termination to on or after the extent not theretofore paid and the balance of the Executive’s annual base salary for a period of eighteen (18) months from the date of 60th day following termination of employment; (ii. A termination of Executive’s employment under this Section 4(b) continuation for eighteen (18) months after the date of does not include a termination of employment by reason of any health care (medical, dental and vision) plan coverage other than that under a flexible spending account provided to the Executive and the Executive’s spouse and dependents at Disability (as defined below) or upon the date death of termination with the Company paying the normal Company paid contribution therefor, on a monthly or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided), the Company shall pay the Executive cash equal to the estimated cost of the expected Company contribution therefor for eighteen (18) months after the date of termination of employment with such payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and (iii) stock option and similar agreements with the Executive evidencing the grant of a stock option or other award under the Company’s Stock Incentive Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, but in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employment) to exercise the stock options.

Without Cause; Good Reason. If, during the Term, either the Company Bank shall terminate the Executive’s employment without Cause (which shall not include the cessation of employment as a result of the non-renewal or expiration of this Agreement) or the Executive shall terminate employment for Good Reason, the Executive shall be entitled to the followingAccrued Obligations (as defined in Section 7(a)) and, upon the Executive’s signing and not revoking the Release attached as Exhibit A, which Release must be signed and not revoked within the period set forth in the Release, subject to any applicable delay under Section 18 (Code Section 409A Compliance), the Executive shall also be entitled to the following benefits: (i) payment in a lump sum as soon as administratively feasible after the Executive’s termination of employment Payment of an amount equal to 1.50 times the sum average of the Executive’s annual base salary through the date of termination to the extent not theretofore paid and the balance 's compensation as reported in Box 1 of the Executive’s annual base salary for Form W-2 over the three (3) calendar years immediately preceding the calendar year during which the termination occurs (“Average Compensation”), payable in a period of eighteen (18) months from the date of one-time lump sum at termination of employment;, less all applicable withholdings. However, the Bank shall have a right to delay payment in its sole discretion for a sixty (60) day period following termination or if payment would be prohibited by applicable law (but only until the payment is no longer prohibited), each in accordance with the requirements of Code Section 409A (as defined in Section 18). (ii) continuation for eighteen For twelve (1812) months after the date of termination of employment of any termination, the Executive shall receive coverage under all employee health care insurance programs or plans (medical, dental and vision) plan coverage other than (“Health Care Plans”) in which the Executive and/or his spouse and any of his dependents were entitled to participate immediately prior to such termination, with the Bank paying the dollar amount of the premiums that under a flexible spending account provided the employer paid immediately prior to the Executive and termination of the Executive’s spouse employment without regard to any subsequent increase in premium otherwise due (and dependents at the date of termination with Executive paying any remaining premiums) (the Company paying the normal Company paid contribution therefor, on a monthly or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period“Heath Care Continuance Benefit”), provided that the Executive’s continued participation of the Executive and/or his spouse and any of his dependents is possible under the general terms and provisions of such plans and programsthe Health Care Plans. If the Company reasonably determines that maintaining Bank cannot maintain such coverage for the Executive or the Executive’s his spouse or dependents is not feasible under the terms and provisions of such plans and programs the Health Care Plans (or where such continuation would adversely affect the tax status of the plan Health Care Plans pursuant to which the coverage is provided), the Company Bank shall pay provide the Health Care Continuance Benefit by either providing substantially identical benefits directly or through an insurance arrangement or by paying the Executive cash equal to the estimated cost of the expected Company contribution therefor above amount for eighteen twelve (1812) months after the date of termination of employment with such payments to be made in accordance with the Bank's established payroll practices of the Company (not but no less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and. To the extent allowed by applicable law, the Health Care Continuance Benefit period shall run concurrently with the period for which the Executive and/or his spouse and any of his dependents would be eligible for continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (the “COBRA Period”). (iii) stock option Notwithstanding the foregoing, and similar agreements with in addition to the Executive evidencing Bank’s remedies set forth in Section 8(f), all such payments and benefits under Section 8(a) otherwise to be made after the grant of a stock option or other award under the CompanyExecutive’s Stock Incentive Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In shall cease to be paid, and the case of stock optionsBank shall have no further obligation with respect thereto, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreementevent the Executive, but in no event longer than without the end consent of the regular term thereof (determined without regard to the Executive’s cessation Bank, engages in any activity prohibited in Section 8 or any of employment) to exercise the stock optionsits sub-parts or breaches Section 9.

Without Cause; Good Reason. If, during the Term, either the Company Bank shall terminate the Executive’s employment without Cause (which shall not include the cessation of employment as a result of the non-renewal or expiration of this Agreement) or the Executive shall terminate employment for Good Reason, the Executive shall be entitled to the followingAccrued Obligations (as defined in Section 7(a)) and, upon the Executive’s signing and not revoking the Release attached as Exhibit A, which Release must be signed and not revoked within the period set forth in the Release, subject to any applicable delay under Section 18 (Code Section 409A Compliance), the Executive shall also be entitled to the following benefits: (i) payment in a lump sum as soon as administratively feasible after the Executive’s termination of employment Payment of an amount equal to 1.0 times the sum average of the Executive’s annual base salary through 's compensation as reported in Box 1 of the date Form W-2 over the three (3) calendar years immediately preceding the calendar year during which the termination occurs (“Average Compensation”), payable over 12 months in accordance with the regular pay periods of termination the Bank (but no less frequently than monthly and in equal installments), less all applicable withholdings. The Average Compensation calculation shall include compensation received from Middleburg Bank prior to consummation of the merger with the Bank. However, if any payments are due to be paid during the period prior to the extent not theretofore Release becoming effective, then such payments shall be accumulated and paid and on the balance first regularly scheduled payroll date on or after the Release has become effective (subject to the requirements of the Executive’s annual base salary for a period of eighteen (18) months from the date of termination of employment;Section 18(f)). (ii) continuation for eighteen For twelve (1812) months after the date of termination of employment of any termination, the Executive shall receive coverage under all employee health care insurance programs or plans (medical, dental and vision) plan coverage other than (“Health Care Plans”) in which the Executive and/or his spouse and any of his dependents were entitled to participate immediately prior to such termination, with the Bank paying the dollar amount of the premiums that under a flexible spending account provided the employer paid immediately prior to the Executive and termination of the Executive’s spouse and dependents at employment without regard to any subsequent increase in premium otherwise due (the date of termination with the Company paying the normal Company paid contribution therefor, on a monthly or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period“Heath Care Continuance Benefit”), provided that the Executive’s continued participation of the Executive and/or his spouse and any of his dependents is possible under the general terms and provisions of such plans and programsthe Health Care Plans. If the Company reasonably determines that maintaining Bank cannot maintain such coverage for the Executive or the Executive’s his spouse or dependents is not feasible under the terms and provisions of such plans and programs the Health Care Plans (or where such continuation would adversely affect the tax status of the plan Health Care Plans pursuant to which the coverage is provided), the Company Bank shall pay provide the Health Care Continuance Benefit by either providing substantially identical benefits directly or through an insurance arrangement or by paying the Executive cash equal to the estimated cost of the expected Company contribution therefor above amount for eighteen twelve (1812) months after the date of termination of employment with such payments to be made in accordance with the Bank's established payroll practices of the Company (not but no less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and. To the extent allowed by applicable law, the Health Care Continuance Benefit period shall run concurrently with the period for which the Executive and/or his spouse and any of his dependents would be eligible for continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (the “COBRA Period”). (iii) stock option Notwithstanding the foregoing, and similar agreements with in addition to the Executive evidencing Bank’s remedies set forth in Section 8(f), all such payments and benefits under Section 8(a) otherwise to be made after the grant of a stock option or other award under the CompanyExecutive’s Stock Incentive Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In shall cease to be paid, and the case of stock optionsBank shall have no further obligation with respect thereto, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreementevent the Executive, but in no event longer than without the end consent of the regular term thereof (determined without regard to the Executive’s cessation Bank, engages in any activity prohibited in Section 8 or any of employment) to exercise the stock optionsits sub-parts or breaches Section 9.

Without Cause; Good Reason. If, during the Term, either the Company shall terminate the Executive’s employment without Cause (which shall not include the cessation of employment as a result of the non-renewal or expiration of this Agreement) or the Executive shall terminate employment for Good Reason, the Executive shall be entitled to the followingAccrued Obligations (as defined in Section 7(a)) and, upon the Executive’s signing and not revoking the Release attached as Exhibit A, which Release must be signed and not revoked within the period set forth in the Release, subject to any applicable delay under Section 18 (Code Section 409A Compliance), the Executive shall also be entitled to the following benefits: (i) payment in a lump sum as soon as administratively feasible after the Executive’s termination of employment Payment of an amount equal to 2.75 times the sum average of the Executive’s annual base salary through the date of termination to the extent not theretofore paid and the balance 's compensation as reported in Box 1 of the Executive’s annual base salary for Form W-2 over the five (5) calendar years immediately preceding the calendar year during which the termination occurs (“Average Compensation”), payable in a period of eighteen (18) months from the date of one-time lump sum at termination of employment;, less all applicable withholdings. However, the Company shall have a right to delay payment in its sole discretion for a sixty (60) day period following termination or if payment would be prohibited by applicable law (but only until the payment is no longer prohibited), each in accordance with the requirements of Code Section 409A (as defined in Section 18). (ii) continuation for eighteen For twelve (1812) months after the date of termination of employment of any termination, the Executive shall receive coverage under all employee health care insurance programs or plans (medical, dental and vision) plan coverage other than that under a flexible spending account provided to (“Health Care Plans”) in which the Executive and the Executive’s and/or his spouse and any of his dependents at the date of termination were entitled to participate immediately prior to such termination, with the Company paying the normal Company dollar amount of the premiums that the employer paid contribution therefor, on a monthly or more frequent basis, for similarly situated active employees immediately prior to the termination of the Executive’s employment without regard to any subsequent increase in premium otherwise due (and with such coverage being available on the same basis as available to similarly active employees during such continuation periodExecutive paying any remaining premiums) (the “Heath Care Continuance Benefit”), provided that the Executive’s continued participation of the Executive and/or his spouse and any of his dependents is possible under the general terms and provisions of such plans and programsthe Health Care Plans. If the Company reasonably determines that maintaining cannot maintain such coverage for the Executive or the Executive’s his spouse or dependents is not feasible under the terms and provisions of such plans and programs the Health Care Plans (or where such continuation would adversely affect the tax status of the plan Health Care Plans pursuant to which the coverage is provided), the Company shall pay provide the Health Care Continuance Benefit by either providing substantially identical benefits directly or through an insurance arrangement or by paying the Executive cash equal to the estimated cost of the expected Company contribution therefor above amount for eighteen twelve (1812) months after the date of termination of employment with such payments to be made in accordance with the Company's established payroll practices of the Company (not but no less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and. To the extent allowed by applicable law, the Health Care Continuance Benefit period shall run concurrently with the period for which the Executive and/or his spouse and any of his dependents would be eligible for continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (the “COBRA Period”). (iii) stock option Notwithstanding the foregoing, and similar agreements with the Executive evidencing the grant of a stock option or other award under in addition to the Company’s Stock Incentive Planremedies set forth in Section 8(f), or any successor plan, will provide that all such payments and benefits under Section 8(a) otherwise to be made after the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of Executive’s termination of employment without Cause or for Good Reason. In shall cease to be paid, and the case of stock optionsCompany shall have no further obligation with respect thereto, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreementevent the Executive, but in no event longer than without the end consent of the regular term thereof (determined without regard to the Executive’s cessation Company, engages in any activity prohibited in Section 8 or any of employment) to exercise the stock optionsits sub-parts or breaches Section 9.

Without Cause; Good Reason. IfAny payments or benefits set forth in this Section 6(b), during aside from payment of the TermAccrued Benefits, either are subject to Section 6(e) below. (i) Unless the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate employment for Good ReasonAlternate Severance Payment set forth in Subsection 6(b)(ii) applies, the Executive Employee shall be entitled to the following: Accrued Benefits and certain severance consideration described below, payable at the times and in the form set forth in Section 6(d) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), or (ii) by Employee for Good Reason pursuant to Section 5(c), in which case the Company shall provide Employee with a severance payment in a lump sum as soon as administratively feasible after the Executive’s termination of employment of an amount equal to a pro rata portion of Employee’s target Annual Bonus for the sum year in which the Termination Date occurred prorated for the period of days beginning on January 1 and ending on the Termination Date (the “Severance Payment”). In addition, subject to (A) Employee’s timely and proper election of group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and continued eligibility for such coverage under COBRA, and (B) Employee’s continued copayment of premiums at the same level and cost to Employee as if Employee were an employee of the Executive’s annual base salary through the date of termination to the extent not theretofore paid and the balance of the Executive’s annual base salary for a period of eighteen Company (18) months from the date of termination of employment; (ii) continuation for eighteen (18) months after the date of termination of employment of any health care (medical, dental and vision) plan coverage other than that under a flexible spending account provided to the Executive and the Executive’s spouse and dependents at the date of termination with the Company paying the normal Company paid contribution therefor, on a monthly or more frequent basisexcluding, for similarly situated active employees and purposes of calculating cost, an employee’s ability to pay premiums with such coverage being available on the same basis as available to similarly active employees during such continuation period, provided that the Executive’s continued participation is possible under the general terms and provisions of such plans and programs. If the Company reasonably determines that maintaining such coverage for the Executive or the Executive’s spouse or dependents is not feasible under the terms and provisions of such plans and programs (or where such continuation would adversely affect the pre-tax status of the plan pursuant to which the coverage is provideddollars), the Company shall pay the Executive provide Employee with a monthly cash payment equal to the estimated cost 100% of the expected Company contribution therefor for eighteen excess of the applicable COBRA participation premiums over the amount described in clause (18B) until the earlier of (i) 24 months after following the Termination Date, (ii) the date of termination of employment with on which Employee becomes employed by a third party and becomes eligible to participate in such payments to be made in accordance with the established payroll practices of the Company (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and third party’s group health plan, or (iii) stock option and similar agreements with the Executive evidencing maximum period allowed by COBRA for Employee to continue such coverage under Company’s plans (the grant of “COBRA Payments”). (ii) If Employee’s employment is terminated during the Employment Period (a) by the Company without Cause pursuant to Section 5(b) or by Employee for Good Reason pursuant to Section 5(c), (b) following a stock option or other award under Change in Control (as defined in the Company’s Stock 2017 Omnibus Incentive Plan), and (c) on or before December 31, 2022, Employee shall be entitled to: (x) the Accrued Benefits, (y) the COBRA Payments, and (z) a severance payment in an amount equal to Employee’s target Annual Bonus for the 2022 Bonus Year plus Employee’s annual Base Salary for 2022 (less any successor planamounts of Base Salary already paid to Employee if the Termination Date occurs in 2022) (the “Alternate Severance Payment”), will provide that payable at the vesting of such stock awards will accelerate times and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In the case of stock options, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreement, but form set forth in no event longer than the end of the regular term thereof (determined without regard to the Executive’s cessation of employmentSection 6(d) to exercise the stock optionsbelow.

Without Cause; Good Reason. If, during the Term, either the Company Bank shall terminate the Executive’s employment without Cause (which shall not include the cessation of employment as a result of the non-renewal or expiration of this Agreement) or the Executive shall terminate employment for Good Reason, the Executive shall be entitled to the followingAccrued Obligations (as defined in Section 7(a)) and, upon the Executive’s signing and not revoking the Release attached as Exhibit A, which Release must be signed and not revoked within the period set forth in the Release, subject to any applicable delay under Section 18 (Code Section 409A Compliance), the Executive shall also be entitled to the following benefits: (i) payment in a lump sum as soon as administratively feasible after the Executive’s termination of employment Payment of an amount equal to 1.0 times the sum average of the Executive’s annual base salary through 's compensation as reported in Box 1 of the date Form W-2 over the three (3) calendar years immediately preceding the calendar year during which the termination occurs (“Average Compensation”), payable over 12 months in accordance with the regular pay periods of termination the Bank (but no less frequently than monthly and in equal installments), less all applicable withholdings. However, if any payments are due to be paid during the period prior to the extent not theretofore Release becoming effective, then such payments shall be accumulated and paid and on the balance first regularly scheduled payroll date on or after the Release has become effective (subject to the requirements of the Executive’s annual base salary for a period of eighteen (18) months from the date of termination of employment;Section 18(f)). (ii) continuation for eighteen For twelve (1812) months after the date of termination of employment of any termination, the Executive shall receive coverage under all employee health care insurance programs or plans (medical, dental and vision) plan coverage other than (“Health Care Plans”) in which the Executive and/or his spouse and any of his dependents were entitled to participate immediately prior to such termination, with the Bank paying the dollar amount of the premiums that under a flexible spending account provided the employer paid immediately prior to the Executive and termination of the Executive’s spouse and dependents at employment without regard to any subsequent increase in premium otherwise due (the date of termination with the Company paying the normal Company paid contribution therefor, on a monthly or more frequent basis, for similarly situated active employees and with such coverage being available on the same basis as available to similarly active employees during such continuation period“Heath Care Continuance Benefit”), provided that the Executive’s continued participation of the Executive and/or his spouse and any of his dependents is possible under the general terms and provisions of such plans and programsthe Health Care Plans. If the Company reasonably determines that maintaining Bank cannot maintain such coverage for the Executive or the Executive’s his spouse or dependents is not feasible under the terms and provisions of such plans and programs the Health Care Plans (or where such continuation would adversely affect the tax status of the plan Health Care Plans pursuant to which the coverage is provided), the Company Bank shall pay provide the Health Care Continuance Benefit by either providing substantially identical benefits directly or through an insurance arrangement or by paying the Executive cash equal to the estimated cost of the expected Company contribution therefor above amount for eighteen twelve (1812) months after the date of termination of employment with such payments to be made in accordance with the Bank's established payroll practices of the Company (not but no less frequently than monthly) for employees generally for the period during which such cash payments are to be provided; and. To the extent allowed by applicable law, the Health Care Continuance Benefit period shall run concurrently with the period for which the Executive and/or his spouse and any of his dependents would be eligible for continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (the “COBRA Period”). (iii) stock option Notwithstanding the foregoing, and similar agreements with in addition to the Executive evidencing Bank’s remedies set forth in Section 8(f), all such payments and benefits under Section 8(a) otherwise to be made after the grant of a stock option or other award under the CompanyExecutive’s Stock Incentive Plan, or any successor plan, will provide that the vesting of such stock awards will accelerate and become immediately exercisable and fully vested as of the date of termination of employment without Cause or for Good Reason. In shall cease to be paid, and the case of stock optionsBank shall have no further obligation with respect thereto, the Executive will have at least ninety (90) days after termination of employment, or such longer period as may be provided for in the separate stock option agreementevent the Executive, but in no event longer than without the end consent of the regular term thereof (determined without regard to the Executive’s cessation Bank, engages in any activity prohibited in Section 8 or any of employment) to exercise the stock optionsits sub-parts or breaches Section 9.