Change in Control Benefits. During the Term, if upon or within 18 months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d) or the Executive terminates his employment for Good Reason as provided in Section 4(e), then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable and subject also to the parties’ obligations set forth in Section 6(d) below, all within 60 days after the Date of Termination, # the Company shall pay the Executive a lump sum in cash in an amount equal to 300% of the sum of # the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus # the Executive’s Annual Incentive Cash Compensation; and # all equity awards held by the Executive shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and # for a period of 18 months following the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under this Subsection shall reduce and count against the rights of the Executive, the Executive’s spouse and dependents under COBRA; and # the amount payable under this Section 6(b)(i) shall be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Change in Control Severance Benefits. Upon a Change in Control Termination, and subject to the limitations and conditions set forth in this Agreement, including Executive's timely provision of an effective Release and satisfaction of all conditions set forth in [Article 4], Executive shall be eligible to receive the benefits set forth in this [Article 3] (in addition to the Accrued Obligations).

Change in Control Benefits. If # a Change in Control occurs after the Effective Date and during the term of this Agreement, and # within 12 months following such Change in Control, either the Corporation terminates the Executive’s employment without Cause or the Executive terminates the Executive’s employment with Good Reason, then the Corporation shall promptly make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to two (2) times the Executive’s Base Salary (the “Change in Control Payment”). The Change in Control Payment payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. If the Executive receives a Change in Control Payment under this Section 5.1, the Executive shall not be entitled to any additional severance benefits under Section 4.1 of this Agreement after employment termination. The Executive shall be entitled to benefits under this Section 5.1 on no more than one occasion during the term of this Agreement.

Change in Control Termination Benefits. Upon a Change in Control Termination, all of such Participant’s outstanding stock options and other equity awards issued by the Company and held by such Participant as of the Change in Control Termination shall become fully vested and exercisable in full, except that this provision shall not affect any Performance-Related Awards, including any such grants under the Company’s Performance Restricted Stock Unit Grant Agreement, which are not eligible to accelerate vesting under the Plan. For the avoidance of doubt, any stock options which accelerate vesting pursuant to the foregoing provision are exercisable for the applicable period specified in Section 3(a).

Change in Control Benefits. Upon the occurrence of a Change in Control followed within twenty-four (24) months of the Executive involuntary termination of employment for any reason other than for Cause or the Executive’s termination for Good Reason, the Bank (or any successor) shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the product of three times the total compensation paid to the Executive or accrued by the Bank (including amounts attributable to salary, bonus, deferred compensation and retirement plans) with respect to the Executive for the most recently completed calendar year ending on or prior to such date of termination of employment of such Executive. Said sum shall be paid in one lump sum within ten (10) days of the Executive’s termination of employment, and such payments shall be in lieu of any other payments that the Executive would be otherwise entitled to receive under Section 4(e) of this Agreement. Such amount shall not be reduced in the event Executive obtains other employment following the date of termination.

Change in Control Benefits. If # a Change in Control occurs after the Effective Date and during the term of this Agreement, and # within 12 months following such Change in Control, either the Corporation terminates the Executive’s employment without Cause or the Executive terminates the

Change in Control Benefits. If # a Change in Control occurs after the Effective Date and during the term of this Agreement, and # within 12 months following such Change in Control, either the Corporation terminates the Executive’s employment without Cause or the Executive terminates the

Change in Control Severance Benefits. Upon a Change in Control Termination, and subject to the limitations and conditions set forth in this Agreement, including Executive’s timely provision of an effective Release and satisfaction of all conditions set forth in Section 6, Executive shall be eligible to receive the benefits set forth in this [Section 5(b)] (in addition to the Accrued Obligations).

Change in Control Benefits. Notwithstanding the above termination provisions, if Executive's employment is terminated as a result of a Good Leaver Termination during the six-month period prior to a Change in Control or the 12-month period after a Change in Control, then in addition to the payments and benefits described in Section 4(b), Executive shall be entitled to a lump sum cash payment in an amount equal 3.5 times the sum of Executive's annual Base Salary and target Annual Bonus (with such target Annual Bonus calculated pro rata for the year as of the date of cessation of employment). Such payment shall be paid within ten (10) days following the later of # the effective date of the Change in Control and # the Termination Date. Such payment shall be subject to the provisions of the last paragraph of Section 4(b).

Change in Control Benefits. Notwithstanding the above termination provisions, if Executive's employment is terminated as a result of a Good Leaver Termination during the six-month period prior to a Change in Control or the 12-month period after a Change in Control, then in addition to the payments and benefits described in Section 4(c), Executive shall be entitled to # vesting of any unvested portion of any time-based equity awards existing as of the Termination Date (and for clarity, if Executive’s employment terminates due to a Good Leaver Termination prior to a Change in Control, Executive’s time-based equity awards that are unvested as of the Termination Date shall remain outstanding and eligible to vest on a Change in Control occurring within six months thereafter (but in no event past the stated maximum term of any stock option)), and # a lump sum cash payment in an amount equal to the sum of # Executive's annual Base Salary and # two (2) times Executive’s target Annual Bonus (with such target Annual Bonus calculated pro rata for the year as of the date of cessation of employment). Such payment shall be paid within ten (10) days following the later of # the effective date of the Change in Control and # the Termination Date. Notwithstanding the foregoing, such payment shall be subject to the provisions of the last paragraph of Section 4(c).