Without Cause or for Good Reason. In the event the Employment Period terminates under this Agreement as a result of the Company terminating the Executive’s employment without Cause (other than pursuant to Sections 3(a) or (b)) or the Executive terminating his employment for Good Reason:

Without Cause or for Good Reason. The Employment Term and Executive’s employment hereunder may be terminated by Executive for Good Reason or by the Company without Cause. In the event of such termination, Executive shall be entitled to receive the following:

Without Cause or for Good Reason. In the event the Employment Period terminates under this Agreement as a result of the Company terminating the Executive’s employment without Cause (other than pursuant to Sections 3(a) or (b)) or the Executive terminating his employment for Good Reason:

Without Cause or for Good Reason. If, during the Term and prior to a Change in Control (as defined in Section 5(i)(ii) below) or more than one year after a Change in Control, the Holding Company and the Bank terminate the Executive’s employment without Cause or the Executive terminates the Executive’s employment for Good Reason, the Executive shall be entitled to receive the payments and benefits set forth in this Section 5(b), which shall be paid to the Executive or, after the Executive’s death, to the Executive’s estate or beneficiary, as applicable, as follows:

At any time during the term of this Agreement and subject to the conditions set forth in Section 11(d)(2) below, the Executive may terminate this Agreement and the Executive’s employment with the Company for “Good Reason”. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without Executive’s consent: # the assignment to the Executive of duties that are significantly different from, and/or that result in a substantial diminution of, the duties that he assumed on the Effective Date (including reporting to anyone other than solely and directly to the Board and Chief Executive Officer); # the assignment to the Executive of a title that is different from and subordinate to the title Chief Financial Officer of the Company, provided, however, for the absence of doubt following a Change of Control, should the Executive be required to serve in a diminished capacity in a division or unit of another entity (including the acquiring entity), such event shall constitute Good Reason regardless of the title of the Executive in such acquiring company, division or unit; or # material breach by the Company of this Agreement.

Without Cause or for Good Reason. The Employment Term and Executive’s employment hereunder may be terminated by Executive for Good Reason or by the Company without Cause. In the event of such termination, Executive shall be entitled to receive the following:

Without Cause or For Good Reason. If, before the first anniversary of the Effective Date, the Executive’s employment is terminated by the Company without Cause, or by the Executive for Good Reason, the Executive shall receive the payments specified in Section 4.4.1, and, in addition, within ten days of the Executive’s delivery to the Company of a fully effective and irrevocable Release and Waiver in the form attached hereto as Exhibit A, within the applicable time period set forth therein, but in no event later than 21 days following termination of the Executive’s employment, the Executive shall receive the following: # a lump sum payment equal to the sum of # the Executive’s annual base salary then in effect and # the Executive’s target performance bonus then in effect, less required deductions and withholdings; # accelerated time-based vesting of shares subject to all stock awards issued by the Company, for the number of shares which would have vested accordingly had the Executive continued employment with the Company for a period of 12 months after termination (for the avoidance of doubt, which shall include partial accelerated vesting of the Time-Based Shares, but not the Performance-Based Shares); and # to the extent permitted under applicable law, reimbursement for or continuation of payment by the Company of its portion of the health insurance benefits provided to Executive immediately prior to termination pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law for a period of up to 12 months from the date of termination. For the sake of clarity, the Company shall only be obligated to pay, and the Executive shall only be entitled to receive, the payments specified in this Section 4.4.2 if the Executive’s employment is terminated by the Company without Cause, or by the Executive for Good Reason, before the first anniversary of the Effective Date. In the event the Executive’s employment is terminated by the Company without Cause, or by the Executive for Good Reason at any time on or after the first anniversary of the Effective Date, the Company shall provide only the accelerated vesting of stock awards and health insurance benefits specified in this Section 4.4.2 enumerated as [(ii) and (iii) above].

Without Cause or for Good Reason. If Executive terminates his employment for Good Reason or his employment is terminated by the Company without Cause during the Protected Period, Executive shall receive:

Without Cause or for Good Reason. The Employment Term and Executive’s employment hereunder may be terminated by Executive for Good Reason or by the Company without Cause. In the event of such termination, Executive shall be entitled to receive the following:

Executive’s employment hereunder may be terminated by the Company for Cause or by Executive without Good Reason. If Executive’s employment is terminated by the Company for Cause or by Executive without Good Reason, Executive shall be entitled to receive: