Other Than For Cause. The Company may, at any time, at its option, terminate the employment of the Executive other than for cause, death or disability, in which event the Company shall pay to Executive in a lump sum, within ninety (90) days of such termination, an amount equal to one (1) times Executive’s Salary (or Executive’s Salary plus target Bonus in the event of termination other than for cause, death or disability within one year following a Change in Control), at the rate in effect on the date of his termination, subject to execution of the release referred to in [Section 4.6] below and the expiration of all revocation periods under applicable law with respect to such release (and subject to continued compliance by the Executive with ARTICLE V). This amount shall be in lieu of and shall be reduced by any termination or severance pay representing Salary or Bonus which is payable to Executive under any Proprietary Matters Agreement, offer of employment letter or other agreement with the Company or any of its affiliates.

Termination Other Than Without Cause or for Good Reason. In the event that a Termination Event occurs with respect to a Participant for any reason other than as set forth in Section 3.1 or Section 3.2 above, such Participant shall be entitled to receive from the Company the Accrued Obligations and, if such Termination Event is due to the Participant’s death or Disability: # a portion of the Participant’s annual cash performance bonus, as determined by the Compensation Committee based on actual performance for the performance period, and pro-rated for the number of days from the performance period commencement to the Termination Date, payable at its normal time (but in no event later than March 15 of the year following the year in which the Termination Date occurs); and # all unvested Time-Based Awards shall immediately vest and, if applicable, become exercisable, and # any Performance-Based Awards shall remain outstanding and eligible to be earned following the completion of the performance period based on the actual achievement of applicable performance goals, and to the extent earned (if at all) shall vest on a pro rata basis based on the number of days the Participant remained employed from the commencement of the performance period through the Termination Date.

Good Reason; Other Than for Cause, Death, or Disability. If, during the Employment Period, [[Bank:Organization]] terminates the Executive’s employment without Cause and other than by reason of the Executive’s death or Disability, or the Executive resigns the Executive’s employment with Good Reason, [[Bank:Organization]] shall, except as otherwise required by law or provided below, pay or provide to the Executive the following:

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Executive’s employment without Cause (other than due to death or Disability) or the Executive terminates his employment for Good Reason, then, the Company shall pay or provide to the Executive the severance payments and benefits provided in the [[Company:Organization]] Executive General Severance Plan, effective February 19, 2019 (“the General Severance Plan”) or the [[Company:Organization]] Executive Change in Control Severance Plan, effective February 19, 2019, as amended February 10, 2020 and June 9, 2020 (the “Change in Control Severance Plan” and together with the General Severance Plan, the “Severance Plans”), as applicable, in each case as in effect as of the date hereof; provided, that, if the Executive becomes entitled to severance payments and benefits under the General Severance Plan, the unvested portion of the Special Award shall vest pro-rata in accordance with the Special Award Agreement. Any changes to the Severance Plans that are adverse to the Executive and are adopted after the date hereof shall not apply to the Executive without the Executive’s consent.

Other Than For Cause. The Company may, at any time, at its option, terminate the employment of the Executive other than for cause, death or disability, in which event the Company shall pay to Executive in a lump sum, within ninety (90) days of such termination, an amount equal to one (1) times Executive’s Salary (or Executive’s Salary plus target Bonus in the event of termination other than for cause, death or disability within one year following a Change in Control), at the rate in effect on the date of his termination, subject to execution of the release referred to in [Section 4.6] below and the expiration of all revocation periods under applicable law with respect to such release (and subject to continued compliance by the Executive with ARTICLE V). This amount shall be in lieu of and shall be reduced by any termination or severance pay representing Salary or Bonus which is payable to Executive under any Proprietary Matters Agreement, offer of employment letter or other agreement with the Company or any of its affiliates.

Good Reason; Other Than for Cause, Death, or Disability. If, during the Employment Period, [[Bank:Organization]] terminates the Executive’s employment without Cause and other than by reason of the Executive’s death or Disability, or the Executive resigns the Executive’s employment with Good Reason, [[Bank:Organization]] shall, except as otherwise required by law or provided below, pay or provide to the Executive the following:

Cause; Other Than for Good Reason. If the Executive’s employment is terminated for Cause during the Employment Period, the Company shall provide the Executive with the Executive’s Annual Base Salary through the Date of Termination, and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement. If the Executive voluntarily terminates employment during the Employment Period other than for Good Reason, the Company shall provide to the Executive the Accrued Obligations and the timely payment or delivery of the Other Benefits and shall have no other severance obligations under this Agreement. In such case, the Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days after the Date of Termination.

Cause; Other Than for Good Reason. If Executive’s employment shall be terminated for Cause during the Protected Period, this Agreement shall terminate without further obligations to Executive other than the obligation to pay to Executive his Base Salary through the Date of Termination plus the amount of any compensation previously deferred by Executive (together with accrued interest thereon, if any). If Executive terminates employment other than for Good Reason, death or Disability during the Protected Period, this Agreement shall terminate without further obligations to Executive, other than those obligations accrued or earned and vested (if applicable) by Executive through the Date of Termination, including for this purpose, all Accrued Obligations. All such payments hereunder shall be paid to Executive in a lump sum in cash within 30 days of the Date of Termination.

Cause; Other Than for Good Reason. If, during the Employment Period, the Executive’s employment is terminated by the Company for Cause or the Executive voluntarily terminates employment (excluding a termination for Good Reason), the Company or the Bank (as applicable) shall provide the Executive with the Accrued Obligations, and the timely payment or delivery of the Other Benefits and shall have no other severance obligations under this Agreement. In such case, the Accrued Obligations (subject to the proviso set forth in [Section 5(a)(1)(A)] to the extent applicable) shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Subject to the provisions of Section 5.1(b), Section 5.4 and Section 9 below, if, during the Transition Period, the Employee’s employment hereunder is terminated # by reason of the Employee’s termination of the Employee’s employment hereunder for Good Reason, # by reason of the Employee’s death, or # by reason of the Company’s termination of the Employee’s employment hereunder as a result of the Employee’s Disability or other than for Cause: