THE EXECUTIVE MUST FIRST PROVIDE WRITTEN NOTICE TO THE BANK WITHIN
NINETY (90) DAYS OF THE INITIAL EXISTENCE OF GOOD REASON DESCRIBING THE
EXISTENCE OF SUCH GOOD REASON, AND THE BANK SHALL THEREAFTER HAVE THE RIGHT TO
REMEDY THE GOOD REASON WITHIN THIRTY (30) DAYS OF THE BANK'S RECEIPT OF SUCH
WRITTEN NOTICE. IF THE BANK REMEDIES THE CONDITION WITHIN SUCH THIRTY (30) DAY
CURE PERIOD, THEN NO GOOD REASON SHALL BE DEEMED TO EXIST WITH RESPECT TO SUCH
CONDITION. IF THE BANK DOES NOT REMEDY THE CONDITION WITHIN SUCH THIRTY (30) DAY
CURE PERIOD, THEN THE EXECUTIVE MAY DELIVER A NOTICE OF TERMINATION FOR GOOD
REASON AT ANY TIME WITHIN SIXTY (60) DAYS FOLLOWING THE EXPIRATION OF SUCH CURE
PERIOD.
(B)
NON-COVERED TERMINATION.
FOR THE AVOIDANCE
OF DOUBT, NONE OF THE FOLLOWING EVENTS SHALL RESULT IN ANY PAYMENT TO THE
EXECUTIVE FOR A COVERED TERMINATION UNDER SECTION 3(A):
(I)
A TERMINATION OF EMPLOYMENT BY THE
EXECUTIVE WITHOUT GOOD REASON;
(II)
A TERMINATION OF EMPLOYMENT FOR CAUSE BY
THE BANK OR ITS SUCCESSOR IN A REORGANIZATION;
(III)
A TERMINATION OF EMPLOYMENT WITHOUT
CAUSE THAT DOES NOT OCCUR WITHIN THE COVERED TERMINATION PERIOD; OR
(IV)
A TERMINATION OF EMPLOYMENT DUE TO DEATH,
DISABILITY (WITHIN THE MEANING OF THE BANK'S LONG-TERM DISABILITY PLAN) OR A
VOLUNTARY RETIREMENT.
3.
PAYMENT FOR COVERED TERMINATION.
(A)
IN THE EVENT OF A COVERED TERMINATION,
SUBJECT TO THE EXECUTIVE'S EXECUTION OF A RELEASE AGREEMENT NO LATER THAN
TWENTY-ONE (21) DAYS (OR, AT THE DISCRETION OF THE BANK, UP TO FORTY-FIVE (45)
DAYS) AFTER THE EXECUTIVE'S TERMINATION OF EMPLOYMENT AND NON-REVOCATION OF SUCH
RELEASE AGREEMENT, THE BANK SHALL PAY THE EXECUTIVE AN AMOUNT EQUAL TO ONE
(1) TIMES THE ANNUALIZED BASE SALARY OF THE EXECUTIVE AT THE TIME OF THE
EXECUTIVE'S TERMINATION OF EMPLOYMENT WITH THE BANK (OR, IF HIGHER, UPON AN
EVENT CONSTITUTING GOOD REASON).
SUCH AMOUNT SHALL BE DISTRIBUTED TO THE
EXECUTIVE IN EQUAL INSTALLMENTS OVER TWELVE (12) MONTHS FOLLOWING THE
TERMINATION OF EMPLOYMENT, TO BE PAID ACCORDING TO THE BANK'S REGULAR PAYROLL
CYCLE DURING SUCH PERIOD.
(B)
NOTWITHSTANDING SECTION 3(A), IF THE BANK IS
NOT IN COMPLIANCE WITH ANY APPLICABLE STATUTORY OR REGULATORY CAPITAL OR
LEVERAGE REQUIREMENTS OR IF THE PAYMENT WOULD CAUSE THE BANK TO FALL BELOW
APPLICABLE STATUTORY OR REGULATORY REQUIREMENTS, THEN SUCH PAYMENTS SHALL BE
DEFERRED UNTIL SUCH TIME AS THE BANK OR ANY SUCCESSOR ACHIEVES COMPLIANCE WITH
ITS STATUTORY AND REGULATORY REQUIREMENTS.
THE BANK SHALL MAKE SUCH PAYMENTS AT
THE EARLIEST DATE AT WHICH THE BANK REASONABLY ANTICIPATES THAT THE MAKING OF
THE PAYMENTS WILL NOT CAUSE A VIOLATION OF THE STATUTORY AND REGULATORY
REQUIREMENTS DESCRIBED IN THIS PARAGRAPH.
(C)
THE EXECUTIVE SHALL BE RESPONSIBLE FOR THE
PAYMENT OF ALL FEDERAL, STATE AND LOCAL INCOME TAXES WHICH MAY BE DUE WITH
RESPECT TO ANY PAYMENTS MADE TO THE EXECUTIVE PURSUANT TO THIS AGREEMENT.
(D)
THE PAYMENT OF SEVERANCE BENEFITS PURSUANT TO
THIS SECTION 3 SHALL BE IN LIEU OF ANY SEVERANCE BENEFITS THAT WOULD OTHERWISE
BE PAYABLE TO THE