Common use of Change in Control Payment Clause in Contracts

Change in Control Payment. If there is a Change in Control Termination pursuant to Section 9.2 or Executive resigns after the Action Period pursuant to Section 9.3, Executive shall be paid a lump-sum cash payment (the “Change Payment”) equal to 1.99 times (the “Multiplier”) the sum of (a) Executive’s Salary at the highest rate in effect during the twelve (12) month period immediately preceding Executive’s Termination Date and (b) Executive’s cash bonus(es) paid in the most recent twelve (12) months, such Change Payment to be made to Executive on the date forty-five (45) days after the later of (i) the Termination Date or (ii) the date of the Change in Control; provided, however, that the Bank shall be relieved of its obligation to pay the Change Payment if Executive fails to sign and deliver to the Bank no later than twenty-one (21) days after the Termination Date a General Release and Waiver in the form attached to this Agreement as Exhibit A. To the extent the Executive’s Multiplier is 0.99 and during the Term Executive’s tenure with the Bank is five years or greater, the Multiplier shall change as of such anniversary and be 1.99 as of such date. In addition, and subject to the timely execution and delivery of the General Release and Waiver as aforesaid, Executive shall continue to receive for three (3) years after a Change in Control Termination the benefits provided above under Sections 5.7, 5.8.1 and 5.11. Notwithstanding anything to the contrary in this Section 9.4, (y)any payment pursuant to this Section 9.4 shall be subject to (i) any delay in payment required by Section 10.2 hereof and (ii) any reduction required pursuant to Section 10.1.2 hereof, as applicable and (z) shall not include any equity awards pursuant to Section 5.13 above or otherwise.

Change in Control Payment. If there is a Change in Control Termination pursuant to Section 9.2 or Executive resigns after the Action Period pursuant to Section 9.39.2, Executive shall be paid a lump-sum cash payment (the “Change Payment”) equal to 1.99 times (the “Multiplier”) the sum of (a) Executive’s Salary at the highest rate in effect during the twelve (12) month period immediately preceding Executive’s Termination Date and (b) Executive’s cash bonus(es) paid in the most recent twelve (12) months, such Change Payment to be made to Executive on the date forty-five (45) days after the later of (i) the Termination Date or (ii) the date of the Change in Control; provided, however, that the Bank shall be relieved of its obligation to pay the Change Payment if Executive fails to sign and deliver to fulfill the Bank no later than twenty-one (21) days after the Termination Date a General Release and Waiver in the form attached to this Agreement as Exhibit A. To the extent the Executive’s Multiplier is 0.99 and during the Term Executive’s tenure with the Bank is five years or greater, the Multiplier shall change as of such anniversary and be 1.99 as of such dateRequirement. In addition, and subject to the timely execution and delivery Executive’s fulfillment of the General Release and Waiver as aforesaidRequirement, Executive shall continue to receive participate for three (3) years after a Change in Control Termination Termination, in the benefits provided above under Sections 5.7health and life insurance plans generally available to employees of the Bank, 5.8.1 subject to the terms and 5.11conditions of such plans, including eligibility requirements. Notwithstanding anything to the contrary in this Section 9.49.3, (y)any y) any payment pursuant to this Section 9.4 9.3 shall be subject to (i) any delay in payment required by Section 10.2 hereof and (ii) any reduction required pursuant to Section 10.1.2 10.1 hereof, as applicable and (z) shall not include any equity awards pursuant to Section 5.13 5.12 above or otherwise.

Change in Control Payment. If there is a Change in Control Termination pursuant to Section 9.2 or Executive resigns after the Action Period pursuant to Section 9.3, Executive shall be paid a lump-sum cash payment (the “Change Payment”) equal to 1.99 0.99 times (the “Multiplier”) the sum of (a) Executive’s Salary at the highest rate in effect during the twelve (12) month period immediately preceding Executive’s Termination Date and (b) Executive’s cash bonus(es) paid in the most recent twelve (12) months, such Change Payment to be made to Executive on the date forty-five (45) days after the later of (i) the Termination Date or (ii) the date of the Change in Control; provided, however, that the Bank shall be relieved of its obligation to pay the Change Payment if Executive fails to sign and deliver to the Bank no later than twenty-one (21) days after the Termination Date a General Release and Waiver in the form attached to this Agreement as Exhibit A. To the extent the Executive’s Multiplier is 0.99 and during the Term Executive’s tenure with the Bank is five years or greater, the Multiplier shall change as of such anniversary and be 1.99 as of such date. In addition, and subject to the timely execution and delivery of the General Release and Waiver as aforesaid, Executive shall continue to receive for three (3) years after a Change in Control Termination the benefits provided above under Sections 5.7, 5.8.1 and 5.11. Notwithstanding anything to the contrary in this Section 9.4, (y)any payment pursuant to this Section 9.4 shall be subject to (i) any delay in payment required by Section 10.2 hereof and (ii) any reduction required pursuant to Section 10.1.2 hereof, as applicable and (z) shall not include any equity awards pursuant to Section 5.13 above or otherwise.

Change in Control Payment. If there is a Change in Control Termination pursuant to Section 9.2 or Executive resigns after the Action Period pursuant to Section 9.39.2, Executive shall be paid a lump-sum cash payment (the “Change Payment”) equal to to: (a) 1.99 times (the “Multiplier”) the sum of (ai) Executive’s Salary at the highest rate in effect during the twelve (12) month period immediately preceding Executive’s Termination Date Date, and (ii) the greater of the (a) average cash bonuses (incentive plan and discretionary) earned in the prior three (3) calendar years, or (b) the cash incentive (incentive plan and discretionary) that would be paid or payable to the Executive receiving the annual incentive at target for the Bank’s fiscal year in which the Change in Control Termination occurs (or for the prior fiscal year if the incentive opportunity has not yet been determined), as if the Executive and the Bank were to satisfy all applicable performance-related conditions, plus (b) thirty-six (36) times Executive’s cash bonus(esfull total monthly premium (i.e., Executive’s portion and the Bank’s portion) paid in the most recent twelve (12) monthsof Executive’s health, dental and vision insurance premiums, with such Change Payment to be made to Executive on the date forty-five (45) days after the later of (i) the Termination Date or (ii) the date of the Change in Control; provided, however, that the Bank shall be relieved of its obligation to pay the Change Payment if Executive fails to sign and deliver to fulfill the Bank no later than twenty-one (21) days after the Termination Date a General Release and Waiver in the form attached to this Agreement as Exhibit A. To the extent the Executive’s Multiplier is 0.99 and during the Term Executive’s tenure with the Bank is five years or greater, the Multiplier shall change as of such anniversary and be 1.99 as of such date. In addition, and subject to the timely execution and delivery of the General Release and Waiver as aforesaid, Executive shall continue to receive for three (3) years after a Change in Control Termination the benefits provided above under Sections 5.7, 5.8.1 and 5.11Requirement. Notwithstanding anything to the contrary in this Section 9.49.3, (y)any x) any payment pursuant to this Section 9.4 9.3 shall be subject to (i) any delay in payment required by Section 10.2 hereof and (ii) any reduction required pursuant to Section 10.1.2 10.1 hereof, as applicable and applicable, (zy) shall not include any equity awards pursuant to Section 5.13 5.12 above or otherwise, and (z) any amounts payable pursuant to this Section 9.3 shall be reduced by any amount paid or payable as the result of a termination without Cause under Section 7.7, if that termination without Cause under Section 7.7 becomes a Change in Control Termination (i.e., because the Change in Control occurs within one hundred twenty (120) days after the termination without Cause).

Change in Control Payment. If there is a Change in Control Termination pursuant to Section 9.2 or Executive resigns after the Action Period pursuant to Section 9.3, Executive shall be paid a lump-sum cash payment (the “Change Payment”) equal to 1.99 .99 times (the “Multiplier”) the sum of (a) Executive’s Salary at the highest rate in effect during the twelve (12) month period immediately preceding Executive’s Termination Date and (b) Executive’s cash bonus(es) paid in the most recent twelve (12) months, such Change Payment to be made to Executive on the date forty-five (45) days after the later of (i) the Termination Date or (ii) the date of the Change in Control; provided, however, that the Bank shall be relieved of its obligation to pay the Change Payment if Executive fails to sign and deliver to the Bank no later than twenty-one (21) days after the Termination Date a General Release and Waiver in the form attached to this Agreement as Exhibit A. To the extent the Executive’s Multiplier is 0.99 and during the Term Executive’s tenure with the Bank is five years or greater, the Multiplier shall change as of such anniversary and be 1.99 as of such date. In addition, and subject to the timely execution and delivery of the General Release and Waiver as aforesaid, Executive shall continue to receive for three (3) years after a Change in Control Termination the benefits provided above under Sections 5.7, 5.8.1 and 5.11. Notwithstanding anything to the contrary in this Section 9.4, (y)any payment pursuant to this Section 9.4 shall be subject to (i) any delay in payment required by Section 10.2 hereof and (ii) any reduction required pursuant to Section 10.1.2 hereof, as applicable and (z) shall not include any equity awards pursuant to Section 5.13 above or otherwise.

Change in Control Payment. If there is a Change in Control Termination pursuant to Section 9.2 or Executive Xxxxxx resigns after the Action Period pursuant to Section 9.3, Executive Xxxxxx shall be paid a lump-sum cash payment (the “Change Payment”) equal to 1.99 times (the “Multiplier”) the sum of (a) Executive’s Salary Xxxxxx’ Retainer Compensation at the highest rate in effect during the twelve (12) month period immediately preceding Executive’s his Termination Date and (b) Executive’s Xxxxxx’ cash bonus(es) paid in the most recent twelve (12) months, such Change Payment to be made to Executive on the date Xxxxxx within forty-five (45) days after the later of (i) the his Termination Date or (ii) the date of the Change in Control, the exact date of payment to be determined in the sole discretion of the Bank and Bancorp; provided, however, that the Bank shall be relieved of its obligation to pay the Change Payment if Executive Xxxxxx fails to sign and deliver to the Bank no later than twenty-one (21) days after the Termination Date a General Release and Waiver in the form attached to this Agreement as Exhibit A. To the extent the Executive’s Multiplier is 0.99 and during the Term Executive’s tenure with the Bank is five years or greater, the Multiplier shall change as of such anniversary and be 1.99 as of such date. In addition, and subject to the timely execution and delivery of the General Release and Waiver as aforesaid, Executive Xxxxxx shall continue to receive for three (3) years after a Change in Control Termination the benefits fixed income reimbursements provided above under Sections 5.7, 5.8.1 and 5.11Section 5.3. Notwithstanding anything to the contrary in this Section 9.4, (y)any payment pursuant to this Section 9.4 shall be subject to (i) any delay in payment required by Section 10.2 hereof and (ii) any reduction required pursuant to Section 10.1.2 hereof, as applicable and (z) shall not include any equity awards pursuant paid to Section 5.13 above or otherwiseXxxxxx.