Common use of ▇▇▇▇▇▇▇▇▇ Benefits Clause in Contracts

▇▇▇▇▇▇▇▇▇ Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, the Company shall pay, or cause to be paid, to the Executive and provide, or cause to be provided, to the Executive the following: i. A lump-sum cash amount equal to the Executive’s unpaid base salary, accrued PTO, unreimbursed business expenses, and all other items earned by and owed to the Executive, through and including the date of the Qualifying Termination. Such payments shall constitute full satisfaction for these amounts owed to the Executive. In addition, Executive shall be entitled to such benefits and amounts, if any, to which Executive may be entitled in accordance with the terms and conditions of any benefit, incentive or equity plan or program. ii. A lump-sum cash amount equal to the sum of (A) one times the Executive’s annual rate of base salary in effect upon the date of the Qualifying Termination, and (B) a pro rata payment of the Executive’s target annual bonus amount for the year of the Qualifying Termination, based on the Executive’s full months of employment completed during such year. iii. The Executive shall be entitled to retain his outstanding equity awards which had been granted to the Executive by the Company or any of its subsidiaries under any incentive compensation plan and which have vested as of or prior to the date of the Qualifying Termination, subject to any expiration and other terms and conditions that apply under the applicable award and plan. iv. If the Executive properly elects retiree or COBRA continuation coverage (as applicable) under the Company’s group medical and/or dental plan, the Company will continue to contribute the normal employer contribution for active employees during the period from his Qualifying Termination until the earlier of (A) the end of the calendar month containing the first (1st) anniversary of his Qualifying Termination, (B) the date the Executive becomes covered under group health plan coverage of a subsequent employer, and (C) the date the Executive is no longer eligible for COBRA coverage. The Executive shall have the duty to promptly inform the Company if clause (B) or (C) is triggered. This benefit shall be provided only to the extent that (I) it does not result in any additional tax or other penalty being imposed on the Company or the Bank by reason of the provision of such benefit, and (II) the Executive is not entitled to the COBRA Portion of the Change in Control Payment under the Prior Employment Agreement. Payments shall be taxed and reported consistent with the Company’s normal policies and practices. The Severance Benefits described in Paragraphs 16(a)(i) and 16(a)(ii) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Qualifying Termination, but in no event later than sixty (60) calendar days from such date.

▇▇▇▇▇▇▇▇▇ Benefits. In the event that the Executive becomes entitled Subject to receive Severance Benefits, the Company shall pay, or cause to be paid, to the Executive and provide, or cause to be provided, to the Executive the following: i. A lump-sum cash amount equal to the Executive’s unpaid base salary, accrued PTO, unreimbursed business expenses, and all other items earned by and owed to the Executive, through and including the date of the Qualifying Termination. Such payments shall constitute full satisfaction for these amounts owed to the Executive. In additionSection 4.C, Executive shall be entitled to such benefits the following Severance Benefits if Executive experiences a Termination under the circumstances described in Section 4.A above: i. An amount equivalent to two times Executive's annual base salary (at the highest annualized rate in effect at any time within two years of the date of Executive's Termination). Amended and amountsRestated Executive Employment Agreement ii. An amount equivalent to two times Executive's average bonus or incentive compensation actually paid to Executive, if any, during the 36-month period immediately preceding his Termination (excluding equity awards, payments under any long-term or similar benefit plan, or any other special or one-time bonus or incentive compensation payments, and provided that the three-year average shall not exceed Executive's then-current annual base salary). iii. Amounts payable under a then-current management incentive plan will be paid out to which Executive may be entitled in accordance with the terms thereof. All stock-based awards granted to Executive that vest solely on the passage of time and conditions which have not vested as of any benefit, incentive or equity plan or program. ii. A lump-sum cash amount equal to the sum of (A) one times the Executive’s annual rate of base salary in effect upon the date of Executive's Termination shall immediately vest and become exercisable pursuant to the Qualifying Terminationterms thereof. Awards that vest upon the achievement of one or more performance goals, and (B) a pro rata payment such as performance stock awards, will be treated in accordance with their terms. Notwithstanding the foregoing, the definition of the Executive’s target annual bonus amount for the year Good Reason set forth in this Agreement shall replace any definition of the Qualifying Termination, Good Reason set forth in any stock-based on the Executive’s full months of employment completed during such year. iii. The Executive shall be entitled to retain his outstanding equity awards which had been granted to the Executive by the Company or any of its subsidiaries under any incentive compensation plan and which have vested as of or prior to the date of the Qualifying Termination, subject to any expiration and other terms and conditions that apply under the applicable award and planExecutive. iv. If A lump sum payment, minus applicable deductions, including deductions for tax withholding, to offset costs of COBRA equal to the Executive properly elects retiree current COBRA premium in effect at the date of Termination, multiplied by 12, which amount will be paid within 30 days following the Starting Date (defined below). v. Outplacement services, for a time period (not less than 6 months following the Starting Date (defined below)) established by the Corporation, consistent with those provided to similarly situated executives provided by an outplacement firm selected by the Corporation in its sole discretion, and at the expense of the Corporation. Except as provided in Section 4.F or COBRA continuation coverage as otherwise provided herein, the Severance Benefits in Sections 4.B(i)-(ii) will be paid out, minus applicable deductions, including deductions for tax withholding, in equal weekly payments on the regular payroll cycle over the 24-month period following Executive’s Termination. Except as provided in Section 4.F or as otherwise provided herein, commencement of the Severance Benefits shall begin on the first payroll date following the date on which Executive’s release of claims under Section 4.C becomes effective (but only if such release becomes effective within the 75-day period following Executive’s Termination) (the “Starting Date”); provided, that the payment of Severance Benefits required under this Section 4 shall be made or commence (as applicable) under in the Company’s group medical and/or dental plansecond calendar year if such 75-day period begins in one calendar year and ends in the subsequent calendar year. If Executive revokes or does not sign the Release Agreement during such 75-day period, no severance or other benefits shall be payable hereunder. The first payment on the Company will continue to contribute Starting Date shall include those payments that would have been previously paid if the normal employer contribution for active employees during the period from his Qualifying Termination until the earlier of (A) the end payments of the calendar month containing severance compensation had begun on the first (1st) anniversary of his Qualifying Termination, (B) payroll date following the date the of Executive’s Amended and Restated Executive becomes covered under group health plan coverage of a subsequent employer, and (C) the date the Executive is no longer eligible for COBRA coverage. The Executive shall have the duty to promptly inform the Company if clause (B) or (C) is triggered. This benefit shall be provided only to the extent that (I) it does not result in any additional tax or other penalty being imposed on the Company or the Bank by reason of the provision of such benefit, and (II) the Executive is not entitled to the COBRA Portion of the Change in Control Payment under the Prior Employment Agreement. Payments shall be taxed and reported consistent with the Company’s normal policies and practices. The Severance Benefits described in Paragraphs 16(a)(i) and 16(a)(ii) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Qualifying Termination, but in no event later than sixty (60) calendar days from such date.

▇▇▇▇▇▇▇▇▇ Benefits. In Without in any way limiting the event at-will nature of your employment with the Company, if your employment is terminated by the Company without Cause or you resign for Good Reason, and subject to the conditions below, the Company will thereafter provide you with the following severance benefits: i. ▇▇▇▇▇▇▇▇▇ pay in an amount equal to (i) eighteen (18) months of your then- current regular monthly base salary, if such termination occurs on or prior to the first year anniversary of the Start Date, (ii) twelve (12) months of your then-current regular monthly base salary, if such termination occurs after the first year anniversary of the Start Date and on or prior to the third year anniversary of the Start Date, or (ii) nine(9) months of your then-current regular monthly base salary, if such termination occurs after the third year anniversary of the Start Date (the “Severance Pay”) For the purpose of clarity, any bonuses paid shall not be included in the calculation of any such severance amounts. As a condition to the Company’s obligation to pay any of the severance benefits above, you must have (i) complied and continue to comply with all your obligations (including the return of any Company property) to the Company in connection with and following such termination, and (ii) executed and delivered to the Company a Separation and Release of Claims Agreement (the “Release Agreement”) in such form as is provided to you by the Company and it becomes effective within 30 days after your date of termination (or 60 days after your date of termination if your employment ended in connection with a group layoff), or such earlier date as the Release Agreement shall provide. The Severance Pay will begin on the first regular payroll after the Release Agreement becomes effective, subject to any delays required by Section 2(h)(ii) below; provided, that if the Executive becomes entitled to receive Severance Benefitslast day of the 30-day period or 60-day period, as applicable, for an effective release falls in the calendar year after your date of termination, the severance benefits will begin no earlier than January 1 of such subsequent calendar year. Upon your execution of the Release Agreement and the expiration of any rescission period provided in such Release Agreement, the Company shall pay, or cause to be paid, to the Executive and provide, or cause to be provided, to the Executive the following: i. A lump-sum cash amount equal to the Executive’s unpaid base salary, accrued PTO, unreimbursed business expenses, and all other items earned by and owed to the Executive, through and including the date pay you 50% of the Qualifying TerminationSeverance Pay in one single lump sum. Such payments Thereafter, the Company shall constitute full satisfaction for these amounts owed to pay you the Executive. In addition, Executive shall be entitled to such benefits and amounts, if any, to which Executive may be entitled remaining 50% of the Severance Pay over six (6) months in accordance with the terms and conditions Company’s regular payroll practices in effect. For the avoidance of any benefitdoubt, incentive the end of your employment by reason of death or equity plan or program. ii. A lump-sum cash amount equal to the sum of (A) one times the Executive’s annual rate of base salary in effect upon the date of the Qualifying Termination, and (B) Disability shall not constitute a pro rata payment of the Executive’s target annual bonus amount for the year of the Qualifying Termination, based on the Executive’s full months of employment completed during such year. iii. The Executive shall be entitled to retain his outstanding equity awards which had been granted to the Executive termination by the Company without “Cause” or your resignation for “Good Reason” for any of its subsidiaries purposes under any incentive compensation plan and which have vested as of or prior to this Agreement, including your eligibility for the date of the Qualifying Termination, subject to any expiration and other terms and conditions that apply under the applicable award and planseverance benefits set forth in this Section 2(e). iv. If the Executive properly elects retiree or COBRA continuation coverage (as applicable) under the Company’s group medical and/or dental plan, the Company will continue to contribute the normal employer contribution for active employees during the period from his Qualifying Termination until the earlier of (A) the end of the calendar month containing the first (1st) anniversary of his Qualifying Termination, (B) the date the Executive becomes covered under group health plan coverage of a subsequent employer, and (C) the date the Executive is no longer eligible for COBRA coverage. The Executive shall have the duty to promptly inform the Company if clause (B) or (C) is triggered. This benefit shall be provided only to the extent that (I) it does not result in any additional tax or other penalty being imposed on the Company or the Bank by reason of the provision of such benefit, and (II) the Executive is not entitled to the COBRA Portion of the Change in Control Payment under the Prior Employment Agreement. Payments shall be taxed and reported consistent with the Company’s normal policies and practices. The Severance Benefits described in Paragraphs 16(a)(i) and 16(a)(ii) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Qualifying Termination, but in no event later than sixty (60) calendar days from such date.

▇▇▇▇▇▇▇▇▇ Benefits. In If Executive’s employment is terminated by the event Company without Cause or as a result of Executive’s resignation for Good Reason or Executive’s death or Disability (each a “Covered Termination”), Executive (or Executive’s estate, as applicable) shall be eligible to receive the following severance benefits: (1) payment of an amount equal to six (6) months of Executive’s Base Salary in effect immediately prior to the Separation Date, less applicable payroll tax withholdings and deductions (the “Severance”) and (2) twelve (12) months of accelerated vesting of Executive’s Option and all other equity awards granted under the Equity Plan (the “Equity Awards”) (so that the Executive becomes entitled vested in the portion of the Equity Awards that would have become vested if Executive remained employed for 365 days after the Separation Date). Except for the foregoing accelerated vesting benefit, all existing terms and conditions applicable to receive Severance Benefitsthe Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive’s group health insurance coverage after the Separation Date pursuant to the federal COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and the terms of the governing health insurance policies, the Company will reimburse the monthly COBRA health insurance premiums (the “COBRA Payments”) Executive pays to continue Executive’s health insurance coverage (including dependent coverage) for six (6) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or ceases to be eligible for COBRA coverage (the “COBRA Payment Period”). Executive must submit to the Company appropriate documentation of the foregoing health insurance payments, within sixty (60) days of making such payments, in order to be reimbursed. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Payments without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), at the end of each remaining month of the COBRA Payment Period, the Company shall paypay Executive directly a taxable monthly amount which, or cause to be paidafter taxes, to equals the Executive and provide, or cause to be provided, to the Executive the following: i. A lump-sum cash COBRA Payment amount equal to the Executive’s unpaid base salary, accrued PTO, unreimbursed business expenses, and all other items earned by and owed to the Executive, through and including the date of the Qualifying Termination. Such payments shall constitute full satisfaction for these amounts owed to the Executive. In addition, Executive shall be entitled to such benefits and amounts, if any, to which Executive may be entitled in accordance with the terms and conditions of any benefit, incentive or equity plan or program. ii. A lump-sum cash amount equal to the sum of (A) one times the Executive’s annual rate of base salary in effect upon the date of the Qualifying Termination, and (B) a pro rata payment of the Executive’s target annual bonus amount for the year of the Qualifying Termination, based on the Executive’s full months of employment completed during such year. iii. The Executive shall be entitled to retain his outstanding equity awards which had been granted to the Executive by the Company or any of its subsidiaries under any incentive compensation plan and which would have vested as of or prior otherwise paid to the date of the Qualifying Termination, subject Executive (assuming a 35% tax rate). Executive agrees to any expiration and other terms and conditions that apply under the applicable award and plan. iv. If the Executive properly elects retiree or COBRA continuation coverage (as applicable) under the Company’s group medical and/or dental plan, promptly notify the Company will continue to contribute the normal in writing if Executive becomes eligible for group health insurance coverage through a new employer contribution for active employees during the period from his Qualifying Termination until the earlier of (A) before the end of the calendar month containing the first (1st) anniversary specified reimbursement period. For sake of his Qualifying Terminationreference, (B) the date the Executive becomes covered under group health plan coverage of a subsequent employer, and (C) the date the Executive is no longer eligible for COBRA coverage. The Executive shall have the duty to promptly inform the Company if clause (B) or (C) is triggered. This benefit shall be all severance benefits provided only to the extent that (I) it does not result in any additional tax or other penalty being imposed on the Company or the Bank by reason of the provision of such benefit, and (II) the Executive is not entitled to the COBRA Portion of the Change in Control Payment under the Prior Employment Agreement. Payments shall be taxed and reported consistent with the Company’s normal policies and practices. The Severance Benefits described in Paragraphs 16(a)(i) and 16(a)(iientire subsection 9(g)(i) shall be paid in cash referred to collectively as the Executive in a single lump sum as soon as practicable following the Qualifying Termination, but in no event later than sixty (60) calendar days from such date“Severance Benefits.”

▇▇▇▇▇▇▇▇▇ Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, the Company shall pay, or cause to be paid, to the Executive and provide, or cause to be provided, to the Executive the following: i. (i) A lump-sum cash amount equal to the Executive’s unpaid base salary, accrued PTO, unreimbursed business expenses, and all other items earned by and owed to the Executive, Executive through and including the date of the Qualifying Termination. Such payments payment shall constitute full satisfaction for these amounts owed to the Executive. In addition, Executive shall be entitled to such benefits and amounts, if any, to which Executive may be entitled in accordance with the terms and conditions of any benefit, incentive or equity plan or program. (ii. ) A lump-sum cash amount equal to the sum of (A) one times the Executive’s annual rate of base salary in effect upon the date of the Qualifying TerminationTermination (but not less than the base salary in effect on July 1, 2024), and (B) a pro rata payment of the Executive’s target annual bonus amount for the year of the Qualifying Termination, based on the Executive’s full months of employment completed during such year. (iii. The Executive shall be entitled to retain his outstanding ) Immediate 100% vesting of all time-based equity awards which had been granted to the Executive by the Company or any of its subsidiaries under any incentive compensation plan and vesting of performance-based equity awards which have vested as of or prior had been granted to the Executive by the Company or any of its subsidiaries under any incentive compensation plan on a pro rata basis. Such pro rata portion shall be calculated as follows: (A) the target number of performance-based awards set forth in the applicable award agreement will be multiplied by (B) the quotient of (x) the number of full months that have elapsed between the first day of the applicable performance period and the effective date of the Qualifying TerminationTermination and (y) the total number of full months in the applicable performance period, and the shares due upon vesting of such performance-based equity award shall be issued in accordance with the applicable award agreement, subject to any expiration and other terms and conditions that apply under the applicable award and planrequired delay specified therein. (iv. ) If the Executive properly elects retiree or COBRA continuation coverage (as applicable) under the Company’s group medical and/or dental plan, the Company will continue to contribute the normal employer contribution for active employees during the period from his Qualifying Termination until the earlier of (A) the end of the calendar month containing the first (1st) anniversary of his Qualifying Termination, (B) the date the Executive becomes covered under group health plan coverage of a subsequent employer, and (C) the date the Executive is no longer eligible for COBRA coverage. The Executive shall have the duty to promptly inform the Company if clause (B) or (C) is triggered. This benefit shall be provided only to the extent that (I) it does not result in any additional tax or other penalty being imposed on the Company or the Bank by reason of the provision of such benefit, benefit and (II) the Executive is not entitled to the COBRA Portion of the Change in Control Payment under the Prior Employment Agreement. Payments payments shall be taxed and reported consistent with the Company’s normal policies and practices. The Severance Benefits described in Paragraphs 16(a)(i12(a)(i) and 16(a)(ii12(a)(ii) shall be paid in cash to the Executive in a single lump sum as soon as practicable following the Qualifying Termination, but in no event later than sixty (60) calendar days from such date.