If any of the events described in [Section 2] constituting a Change in Control shall have occurred, you shall be entitled to the benefits provided in [Section 5(d)] upon the termination of your employment within twenty-four (24) months after the Change in Control has occurred, or pursuant to [Section 6] prior to the Change in Control, unless such termination is # because of your death or Disability, # by the Corporation for Cause, or # by you other than for Good Reason.

Termination Following a Change in Control. In the event that [[Financial Institutions:Organization]] terminates the employment of the Executive or the Executive terminates employment with [[Financial Institutions:Organization]], and, in each case, such termination entitles the Executive to compensation or benefits under this Agreement, then the provisions of [Section 4.2] and [Section 4.3] shall apply to the Executive during the term of this Agreement and for the Restriction Period following the Executive’s termination of employment.

Termination Following a Change in Control. If a Change in Control shall have occurred, you shall be entitled to the benefits provided in Section 3 hereof upon your Separation from Service within twelve (12) months after a Change in Control, unless such Separation from Service is # because of your death, # by the Bank for Cause or Disability or # by you other than for Good Reason.

Termination Following a Change in Control. If the Executive’s employment is terminated by the Company without “Cause,” as defined below or if the Executive resigns, whether for “Good Reason” as defined below, or for other than Good Reason, in either case in connection with or within 12 months after a Change In Control, as defined below, then in exchange for and subject to the Executive’s execution and non-revocation of a separation agreement and release of claims in accordance with [Section 5(d)] below, then, in lieu of the severance and benefits contemplated in Section 5(b), (a) the Executive will receive as severance pay an amount equal to twelve months of the Executive’s then-current base salary (subject to all applicable federal, state and local taxes and withholdings, and payable in a lump sum) and # during a twelve-month severance period commencing at the time set forth in [Section 5(d)] to the extent necessary to comply with Section 409A of the Internal Revenue Code, the Company will provide the Executive with medical and dental insurance benefits to the extent the Executive was receiving such benefits prior to such termination and to the extent that the Company is able to provide the Executive with such benefits at a cost to the Company that is not in excess of the cost that the Company was paying for such benefits for the Executive prior to such termination; provided, however, that if the Executive become employed prior to the end of the twelve-month severance period and is eligible to receive medical or dental insurance benefits from the Executive’s new employer, then the Company shall no longer be required to provide the Executive with such benefits; and # Conditions to Payment of Severance Benefits. As a condition of the Executive’s receipt of the severance and benefits set forth in Section 5(b) or 5(c) above (the “Severance Benefits”), the Executive must execute and return to the Company a separation agreement and release of claims provided by and satisfactory to the Company (the “Separation Agreement”), and such Separation Agreement must become binding and enforceable within 60 calendar days after the termination of the Executive’s employment. The Separation Agreement shall contain, among other things, a general release of claims by the Executive and the agreement of the Executive not to disparage the Company. Payments will be made or commence in the first pay period beginning after the Separation Agreement becomes binding and enforceable, provided that if the foregoing 60 day period would end in a calendar year subsequent to the calendar year in which the Executive’s employment ends, payments will not be made or commence before the first payroll period of the subsequent year. The Executive further agrees that, on or prior to his termination or resignation date, the Company may convene an exit interview to review the status of accounts and matters for which the Executive has most recently been responsible to ensure that the Executive is fully entitled to the benefits which may be available under this Agreement and/or to confirm that the Executive clearly understands the nature and scope of all of his post-employment obligations.

If any of the events described in [Section 2] constituting a Change in Control shall have occurred, you shall be entitled to the benefits provided in [Section 5(d)] upon the termination of your employment within twenty-four (24) months after the Change in Control has occurred, or pursuant to [Section 6] prior to the Change in Control, unless such termination is # because of your death or Disability, # by the Corporation for Cause, or # by you other than for Good Reason.

Termination Following a Change in Control. For cessations of employment described in [Section 5.1] that occur during the twenty-four (24) month period following a Change in Control:

If any of the events described in [Section 2] constituting a Change in Control shall have occurred, you shall be entitled to the benefits provided in [Section 5(d)] upon the termination of your employment within twenty-four (24) months after the Change in Control has occurred, or pursuant to [Section 6] prior to the Change in Control, unless such termination is # because of your death or Disability, # by UES for Cause, or # by you other than for Good Reason.

Following a Change in Control. The Executive may terminate his employment for any reason within the 90-day period following a Change in Control.

Following a Change in Control. If, within thirty-six (36) months following a Change in Control, the Executive # is terminated without Cause, or # resigns for Good Reason (as defined and qualified in [Section 9(f)] above), then the Executive will be entitled to receive # all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, # the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, # an amount equal to one hundred and fifty percent (150%) of the Adjusted Bonus Amount, # an amount equal to one hundred and fifty percent (150%) of the Executive’s Base Salary, # notwithstanding anything to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, # health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents for eighteen (18) months following the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and # any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in [clauses (i) through (iv) above] will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as [Exhibit A]. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

Termination Following Change in Control. Executive shall be entitled to the benefits provided in subsection # below if any of the events, described in Section 2(a) constituting a Change in Control shall have occurred, and: