Common use of Cash Payments Clause in Contracts

Cash Payments. If the Executive should become a Retired Early Employee hereunder, the Bank shall, during the period commencing on the Effective Date and ending two years thereafter (the "Pay-Out Period"), make equal monthly payments to the Executive (which shall not be deemed base annual salary payments) in an amount such that the present value of all such payments, determined as of the Effective Date, equals two hundred ninety-nine percent (299%) of the Base Amount, as such term is defined in subparagraph 6(f) below. If at any time during the Pay-Out Period the Arrow Board in its sole discretion shall determine, upon application of the Retired Early Employee supported by substantial evidence, that the Retired Early Employee is then under a severe financial hardship resulting from (i) a sudden and unexpected illness or accident of the Retired Early Employee or any of his dependents (as defined in section 152(a) of the Internal Revenue Code), (ii) loss of the Retired Early Employee's property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Retired Early Employee, the Bank shall make available to the Retired Early Employee, in one (1) lump sum, an amount up to but not greater than the present value of all monthly payments remaining to be paid to him in the Pay-Out Period, calculated as of the date of such determination by the Arrow Board, for the purpose of relieving such severe financial hardship to the extent the same has not been or may not be relieved by (xi) reimbursement or compensation by insurance or otherwise, (xii) liquidation of the Retired Early Employee's assets (to the extent such liquidation would not itself cause severe financial hardship), or (xiii) distributions from other benefit plans. If (a) the lump sum amount thus made available is less than (b) the present value of all such remaining monthly payments, the Bank shall continue to pay to the Retired Early Employee monthly payments for the duration of the Pay-Out Period, but from such date forward such monthly payments will be in a reduced amount such that the present value of all such reduced payments will equal the difference between (b) and (a), above. The Retired Early Employee may elect to waive any or all payments due him under this subparagraph.

Cash Payments. If the Executive should become a Retired Early Employee hereunder, the Bank Employer shall, during the period commencing on the Effective Date and ending two years thereafter (the "Pay-Out Period"), make equal monthly payments or a single lump sum payment to the Executive (which shall not be deemed base annual salary payments) in an amount such that the present value of all such payments, determined as of the Effective Date, equals the sum of two hundred ninety-nine percent (299%) of times the Base AmountSalary Amount paid to Executive, as such term is defined in subparagraph 6(f4.4.7 below, plus the sum of the annual bonus earned by Executive, for the most recent two (2) belowtax years ending before the date on which the Change of Control and Change of Authority occurred. The Executive shall request the method of payment, however, it shall be at the discretion of the Compensation Committee, as to whether the payment is made as a single lump sum payment or equal monthly payments. The payment(s) provided for in subparagraph 4.3.8 do not apply to Retired Early Employees who receive cash payment(s) pursuant to this subparagraph. If at any time during the Pay-Out Period the Arrow Compensation Committee of the Board in its sole discretion shall determine, upon application of the Retired Early Employee supported by substantial evidence, that the Retired Early Employee is then under a severe financial hardship resulting from (i) a sudden and unexpected illness or accident of the Retired Early Employee or any of his dependents (as defined in section 152(a) of the Internal Revenue Code), (ii) loss of the Retired Early Employee's property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Retired Early Employee, the Bank Employer shall make available to the Retired Early Employee, in one (1) lump sum, an amount up to but not greater than the present value of all monthly payments remaining to be paid to him in the Pay-Out Period, calculated as of the date of such determination by the Arrow Compensation Committee of the Board, for the purpose of relieving such severe financial hardship to the extent the same has not been or may not be relieved by (xi) reimbursement or compensation by insurance or otherwise, (xii) liquidation of the Retired Early Employee's assets (to the extent such liquidation would not itself cause severe financial hardship), or (xiii) distributions from other benefit plans. If (a) the lump sum amount thus made available is less than (b) the present value of all such remaining monthly payments, the Bank Employer shall continue to pay to the Retired Early Employee monthly payments for the duration of the Pay-Out Period, but from such date forward such monthly payments will be in a reduced amount such that the present value of all such reduced payments will equal the difference between (b) and (a), above. The Retired Early Employee may elect to waive any or all payments due him under this subparagraph.

Cash Payments. If the Executive should become a Retired Early Employee hereunder, the Bank Employer shall, during the period commencing on the Effective Date and ending two years thereafter (the "Pay-Out Period"), make make, in the discretion of the Compensation Committee, equal monthly payments or a single lump sum payment to the Executive (which shall not be deemed base annual salary payments) in an amount such that the present value of all such payments, determined as of the Effective Date, equals the sum of two hundred ninety-nine percent (299%) of times the Base Salary Amount, as such term is defined in subparagraph 6(f4.4.7 below, plus the average of the annual incentive compensation paid by Employer to Executive, as determined over the most recent two (2) belowtax years ending before the date on which the Change of Control and Change of Authority occurred. It shall be at the discretion of the Compensation Committee as to whether the payment is made as a single lump sum payment or equal monthly payments. The payment(s) provided for in subparagraph 4.3.8 do not apply to Retired Early Employees who receive cash payment(s) pursuant to this subparagraph. If at any time during the Pay-Out Period the Arrow Compensation Committee of the Board in its sole discretion shall determine, upon application of the Retired Early Employee supported by substantial evidence, that the Retired Early Employee is then under a severe financial hardship resulting from (i) a sudden and unexpected illness or accident of the Retired Early Employee or any of his dependents (as defined in section 152(a) of the Internal Revenue Code), (ii) loss of the Retired Early Employee's property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Retired Early Employee, the Bank Employer shall make available to the Retired Early Employee, in one (1) lump sum, an amount up to but not greater than the present value of all monthly payments remaining to be paid to him in the Pay-Out Period, calculated as of the date of such determination by the Arrow Compensation Committee of the Board, for the purpose of relieving such severe financial hardship to the extent the same has not been or may not be relieved by (xi) reimbursement or compensation by insurance or otherwise, (xii) liquidation of the Retired Early Employee's assets (to the extent such liquidation would not itself cause severe financial hardship), or (xiii) distributions from other benefit plans. If (a) the lump sum amount thus made available is less than (b) the present value of all such remaining monthly payments, the Bank Employer shall continue to pay to the Retired Early Employee monthly payments for the duration of the Pay-Out Period, but from such date forward such monthly payments will be in a reduced amount such that the present value of all such reduced payments will equal the difference between (b) and (a), above. The Retired Early Employee may elect to waive any or all payments due him under this subparagraph.

Cash Payments. If the Executive should become a Retired Early Employee hereunder, the Bank Employer shall, during the period commencing on the Effective Date and ending two years thereafter (the "Pay-Out Period"), make equal monthly payments or a single lump sum payment to the Executive (which shall not be deemed base annual salary payments) in an amount such that the -------------------------------------------------------------------------------- Page 79 present value of all such payments, determined as of the Effective Date, equals the sum of two hundred ninety-nine percent (299%) of times the Base Salary Amount, as such term is defined in subparagraph 6(f4.4.7 below, plus the average of the annual incentive compensation paid by Employer to Executive, as determined over the most recent two (2) belowtax years ending before the date on which the Change of Control and Change of Authority occurred. It shall be at the discretion of the Compensation Committee, as to whether the payment is made as a single lump sum payment or equal monthly payments. The payment(s) provided for in subparagraph 4.3.8 do not apply to Retired Early Employees who receive cash payment(s) pursuant to this subparagraph. If at any time during the Pay-Out Period the Arrow Compensation Committee of the Board in its sole discretion shall determine, upon application of the Retired Early Employee supported by substantial evidence, that the Retired Early Employee is then under a severe financial hardship resulting from (i) a sudden and unexpected illness or accident of the Retired Early Employee or any of his dependents (as defined in section 152(a) of the Internal Revenue Code), (ii) loss of the Retired Early Employee's property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Retired Early Employee, the Bank Employer shall make available to the Retired Early Employee, in one (1) lump sum, an amount up to but not greater than the present value of all monthly payments remaining to be paid to him in the Pay-Out Period, calculated as of the date of such determination by the Arrow Compensation Committee of the Board, for the purpose of relieving such severe financial hardship to the extent the same has not been or may not be relieved by (xi) reimbursement or compensation by insurance or otherwise, (xii) liquidation of the Retired Early Employee's assets (to the extent such liquidation would not itself cause severe financial hardship), or (xiii) distributions from other benefit plans. If (a) the lump sum amount thus made available is less than (b) the present value of all such remaining monthly payments, the Bank Employer shall continue to pay to the Retired Early Employee monthly payments for the duration of the Pay-Out Period, but from such date forward such monthly payments will be in a reduced amount such that the present value of all such reduced payments will equal the difference between (b) and (a), above. The Retired Early Employee may elect to waive any or all payments due him under this subparagraph.

Cash Payments. If the Executive should become a Retired Early Employee hereunder, the Bank shall, during the period commencing on the Effective Date and ending two years thereafter (the "Pay-Out Period"), make equal monthly payments The Company shall pay to the Executive a gross aggregate amount (subject to all federal, state and local taxes and withholding required by applicable laws and regulations) equal to the Executive’s highest Annual Base Amount (which shall include but not be deemed base annual salary paymentslimited to basic compensation, bonus and incentive compensation, and deferred compensation) during the Term multiplied by three. However, in the case of an Involuntary Termination of Employment following Change in Control this gross aggregate amount shall be limited to an amount such that the present value of all such payments, determined which is equal to 2.99 times the annualized Base Amount (as the terms Base Amount and present value are defined in Section 280G of the Effective DateInternal Revenue Code of 1986, equals two hundred ninety-nine percent as amended, and any regulations thereunder (299%) the “Code”)). The Company shall pay this gross aggregate amount to the Executive in 36 equal monthly installments; or, at the election of the Base AmountExecutive, the Company shall pay this gross amount to the Executive in a lump sum provided such lump sum payment does not constitute an excess parachute payment as such said term is defined in subparagraph 6(f) belowSection 280G of the Code. Said payments shall be in addition to and shall not be diminished or off-set by any life insurance, disability or other amounts payable to or on behalf of the Executive pursuant to or from any insurance and/or employee benefit plans maintained by the Company. It is the intention of the parties that the cash payments under this Agreement shall not constitute “excess parachute payments” within the meaning of Section 280G of the Code. If at any time during the Pay-Out Period independent accountants acting as auditors for the Arrow Board in its sole discretion shall determine, upon application Company on the date of the Retired Early Employee supported a Change of Control (or another accounting firm designated by substantial evidence, them) determine that the Retired Early Employee is then cash payments under a severe financial hardship resulting from this Agreement may constitute “excess parachute payments,” the payments may be reduced to the maximum amount which may be paid without the payments being “excess parachute payments.” The determination shall take into account (i) a sudden and unexpected illness or accident of whether the Retired Early Employee or any of his dependents (as defined in section 152(a) of the Internal Revenue Code)payments are “parachute payments” under Section 280G and, if so, (ii) loss the amount of payments under this Agreement that constitutes reasonable compensation under Section 280G. Nothing contained in this Agreement shall prevent the Company after a Change of Control from agreeing to pay the Executive compensation or benefits in excess of those provided in this Agreement. In the event that any payments made to the Executive under this Agreement or otherwise (the “Payments”) are subject to the excise tax imposed by Section 4999 of the Retired Early Employee's property due to casualty, or Code (iii) other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Retired Early Employee, the Bank shall make available to the Retired Early Employee, in one (1) lump sum, an amount up to but not greater than the present value of all monthly payments remaining to be paid to him in the Pay-Out Period, calculated as of the date of such determination by the Arrow Board, for the purpose of relieving such severe financial hardship to the extent the same has not been or may not be relieved by (xi) reimbursement or compensation by insurance or otherwise, (xii) liquidation of the Retired Early Employee's assets (to the extent such liquidation would not itself cause severe financial hardship“Excise Tax”), or then the Company shall pay the Executive an additional amount (xiii“Gross Up”) distributions from other benefit plans. If (a) the lump sum amount thus made available is less than (b) the present value of all such remaining monthly payments, the Bank shall continue to pay to the Retired Early Employee monthly payments for the duration of the Pay-Out Period, but from such date forward such monthly payments will be in a reduced amount such that the present value net amount retained by the Executive after deduction of all such reduced payments will any Excise Tax on the Payments and any Federal and State income taxes and Excise Tax upon the Payments shall be equal to the difference between (b) Payments. For purposes of determining the amount of the Gross Up, the Executive shall be deemed to pay Federal, State and (a), abovelocal income taxes at the highest marginal rate of taxation in the calendar year in which the Payment is to be made. State and local income taxes shall be determined based upon the state and locality of the Executive’s domicile on the termination date. The Retired Early Employee may elect determination of whether such Excise Tax is payable and the amount thereof shall be based upon the opinion of tax counsel selected by the Company and acceptable to waive any or all payments due him under this subparagraphthe Executive. If such opinion is not finally accepted by the Internal Revenue Service upon audit, then appropriate adjustments shall be computed (without interest but with Gross Up, if applicable) by such tax counsel based upon the final amount of the Excise Tax so determined. The amount shall be paid by the appropriate party in one lump cash sum within 30 days of such computation.

Cash Payments. If Borrower shall make the Executive should become a Retired Early Employee hereunder, the Bank shall, during the period commencing on the Effective Date and ending two years thereafter (the "Pay-Out Period"), make equal following monthly payments of principal and interest with respect to the Executive (which shall not be deemed base annual salary payments) in an amount such that the present value of all such payments, determined as of the Effective Date, equals two hundred ninety-nine percent (299%) of the Base Amount, as such term is defined in subparagraph 6(f) below. If at any time during the Pay-Out Period the Arrow Board in its sole discretion shall determine, upon application of the Retired Early Employee supported by substantial evidence, that the Retired Early Employee is then under a severe financial hardship resulting from (i) a sudden and unexpected illness or accident of the Retired Early Employee or any of his dependents (as defined in section 152(a) of the Internal Revenue Code), (ii) loss of the Retired Early Employee's property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Retired Early Employee, the Bank shall make available to the Retired Early Employee, in one (1) lump sum, an amount up to but not greater than the present value of all monthly payments remaining to be paid to him in the Pay-Out Period, calculated as of the date of such determination by the Arrow Board, for the purpose of relieving such severe financial hardship to the extent the same has not been or may not be relieved by (xi) reimbursement or compensation by insurance or otherwise, (xii) liquidation of the Retired Early Employee's assets (to the extent such liquidation would not itself cause severe financial hardship), or (xiii) distributions from other benefit plans. If Loan: (a) Commencing on June 1, 2013, and continuing on the lump sum amount thus made available is less than (b) the present value first day of all such remaining monthly paymentseach calendar month thereafter, the Bank Borrower shall continue to pay to Lender interest that has accrued in arrears at the Retired Early Employee Cash Pay Interest Rate on the outstanding principal amount of each Advance made hereunder. The Borrower shall be obligated to make interest only monthly payments for the duration of first nine (9) monthly payments, subject to extending the Pay-Out Period, but from such date forward such interest only period for an additional three (3) monthly payments will be in a reduced amount such the event that Borrower timely satisfies the present value of all such reduced payments will equal the difference between Interest-Only Extension Conditions as reasonably determined by Lender; (b) If the Interest-Only Extension Conditions have not been satisfied as determined by Lender in its sole discretion, then, along with the monthly interest payment required in Section 2.5(a) above, Borrower shall repay the aggregate principal balance of the Loan that is outstanding as ofJanuary 31, 2014in thirty-two(32) consecutive equal monthly installments of principal and interest commencing on February 1, 2014, and continuing on the first business day of each month thereafter until the Maturity Date, with a thirty-third (a)33rd) and final installment of principal and interest due on the Maturity Date; (c) If the Interest-Only Extension Conditions have been satisfied as determined by Lender in its sole discretion, then, along with the monthly interest payment required in Section 2.5(a) above,Borrower shall repay the aggregate principal balance of the Loan that is outstanding as ofApril 30, 2014in twenty-nine (29) equal monthly installments of principal and interestcommencing on May 1, 2014, and continuing on the first business day of each month thereafter until the Maturity Date, with a thirtieth (30th) and final installment of principal and interest due on the Maturity Date; and (d) If not sooner paid, the entire outstanding principal balance of all Advances made under the Loan, all accrued but unpaid interest due under the Loan, and all other costs, fees, charges, expenses and other amounts and obligations due to Lender in connection with the Loan shall be due and payable in full on the Maturity Date. The Retired Early Employee may elect to waive If any payment of interest or principal due under the Secured Obligations shall be payable on a day other than a business day, then such payment shall be due and payable on the next succeeding business day. Borrower shall make all payments due him under this subparagraphAgreement without setoff, recoupment or deduction and regardless of any counterclaim or defense. Lender will initiate debit entries to the Borrower’s account as authorized on the ACH Authorization on each payment date of all periodic obligations payable to Lender under each Advance.

Cash Payments. If the Executive should become a Retired Early Employee hereunder, the Bank Employer shall, during the period commencing on the Effective Date and ending two years thereafter (the "“Pay-Out Period"”), make equal monthly payments or a single lump sum payment to the Executive (which shall not be deemed base annual salary payments) in an amount such that the present value of all such payments, determined as of the Effective Date, equals the sum of two hundred ninety-nine percent (299%) of times the Base AmountSalary Amount paid to Executive, as such term is defined in subparagraph 6(f4.4.7 below, plus the sum of the annual bonus earned by Executive, for the most recent two (2) belowtax years ending before the date on which the Change of Control and Change of Authority occurred. The Executive shall request the method of payment, however, it shall be at the discretion of the Compensation Committee, as to whether the payment is made as a single lump sum payment or equal monthly payments. The payment(s) provided for in subparagraph 4.3.8 do not apply to Retired Early Employees who receive cash payment(s) pursuant to this subparagraph. If at any time during the Pay-Out Period the Arrow Compensation Committee of the Board in its sole discretion shall determine, upon application of the Retired Early Employee supported by substantial evidence, that the Retired Early Employee is then under a severe financial hardship resulting from (i) a sudden and unexpected illness or accident of the Retired Early Employee or any of his dependents (as defined in section 152(a) of the Internal Revenue Code), (ii) loss of the Retired Early Employee's ’s property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Retired Early Employee, the Bank Employer shall make available to the Retired Early Employee, in one (1) lump sum, an amount up to but not greater than the present value of all monthly payments remaining to be paid to him in the Pay-Out Period, calculated as of the date of such determination by the Arrow Compensation Committee of the Board, for the purpose of relieving such severe financial hardship to the extent the same has not been or may not be relieved by (xi) reimbursement or compensation by insurance or otherwise, (xii) liquidation of the Retired Early Employee's ’s assets (to the extent such liquidation would not itself cause severe financial hardship), or (xiii) distributions from other benefit plans. If (a) the lump sum amount thus made available is less than (b) the present value of all such remaining monthly payments, the Bank Employer shall continue to pay to the Retired Early Employee monthly payments for the duration of the Pay-Out Period, but from such date forward such monthly payments will be in a reduced amount such that the present value of all such reduced payments will equal the difference between (b) and (a), above. The Retired Early Employee may elect to waive any or all payments due him under this subparagraph.

Cash Payments. If the Executive should become a Retired Early Employee hereunder, the Bank Employer shall, during the period commencing on the -------------------------------------------------------------------------------- Page 58 Effective Date and ending two years thereafter (the "Pay-Out Period"), make equal monthly payments or a single lump sum payment to the Executive (which shall not be deemed base annual salary payments) in an amount such that the present value of all such payments, determined as of the Effective Date, equals the sum of two hundred ninety-nine percent (299%) of times the Base Salary Amount, as such term is defined in subparagraph 6(f4.4.7 below, plus the average of the annual incentive compensation paid by Employer to Executive, as determined over the most recent two (2) belowtax years ending before the date on which the Change of Control and Change of Authority occurred. It shall be at the discretion of the Compensation Committee, as to whether the payment is made as a single lump sum payment or equal monthly payments. The payment(s) provided for in subparagraph 4.3.8 do not apply to Retired Early Employees who receive cash payment(s) pursuant to this subparagraph. If at any time during the Pay-Out Period the Arrow Compensation Committee of the Board in its sole discretion shall determine, upon application of the Retired Early Employee supported by substantial evidence, that the Retired Early Employee is then under a severe financial hardship resulting from (i) a sudden and unexpected illness or accident of the Retired Early Employee or any of his dependents (as defined in section 152(a) of the Internal Revenue Code), (ii) loss of the Retired Early Employee's property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Retired Early Employee, the Bank Employer shall make available to the Retired Early Employee, in one (1) lump sum, an amount up to but not greater than the present value of all monthly payments remaining to be paid to him in the Pay-Out Period, calculated as of the date of such determination by the Arrow Compensation Committee of the Board, for the purpose of relieving such severe financial hardship to the extent the same has not been or may not be relieved by (xi) reimbursement or compensation by insurance or otherwise, (xii) liquidation of the Retired Early Employee's assets (to the extent such liquidation would not itself cause severe financial hardship), or (xiii) distributions from other benefit plans. If (a) the lump sum amount thus made available is less than (b) the present value of all such remaining monthly payments, the Bank Employer shall continue to pay to the Retired Early Employee monthly payments for the duration of the Pay-Out Period, but from such date forward such monthly payments will be in a reduced amount such that the present value of all such reduced payments will equal the difference between (b) and (a), above. The Retired Early Employee may elect to waive any or all payments due him under this subparagraph.

Cash Payments. If the Executive should become a Retired Early Employee hereunder, the Bank Employer shall, during the period commencing on the Effective Date and ending two years thereafter (the "Pay-Out Period"), make equal monthly payments or a single lump sum payment to the Executive (which shall not be deemed base annual salary payments) in an amount such that the present value of all such payments, determined as of the Effective Date, equals the sum of two hundred ninety-nine percent (299%) of times the Base Salary Amount, as such term is defined in subparagraph 6(f4.4.7 below, plus [the sum] of the annual incentive compensation paid by Employer to Executive, as determined over the most recent two (2) belowtax years ending before the date on which the Change of Control and Change of Authority occurred. The Executive shall request the method of payment, however, it shall be at the discretion of the Compensation Committee, as to whether the payment is made as a single lump sum payment or equal monthly payments. The payment(s) provided for in subparagraph 4.3.8 do not apply to Retired Early Employees who receive cash payment(s) pursuant to this subparagraph. If at any time during the Pay-Out Period the Arrow Compensation Committee of the Board in its sole discretion shall determine, upon application of the Retired Early Employee supported by substantial evidence, that the Retired Early Employee is then under a severe financial hardship resulting from (i) a sudden and unexpected illness or accident of the Retired Early Employee or any of his dependents (as defined in section 152(a) of the Internal Revenue Code), (ii) loss of the Retired Early Employee's property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Retired Early Employee, the Bank Employer shall make available to the Retired Early Employee, in one (1) lump sum, an amount up to but not greater than the present value of all monthly payments remaining to be paid to him in the Pay-Out Period, calculated as of the date of such determination by the Arrow Compensation Committee of the Board, for the purpose of relieving such severe financial hardship to the extent the same has not been or may not be relieved by (xi) reimbursement or compensation by insurance or otherwise, (xii) liquidation of the Retired Early Employee's assets (to the extent such liquidation would not itself cause severe financial hardship), or (xiii) distributions from other benefit plans. If (a) the lump sum amount thus made available is less than (b) the present value of all such remaining monthly payments, the Bank Employer shall continue to pay to the Retired Early Employee monthly payments for the duration of the Pay-Out Period, but from such date forward such monthly payments will be in a reduced amount such that the present value of all such reduced payments will equal the difference between (b) and (a), above. The Retired Early Employee may elect to waive any or all payments due him under this subparagraph.

Cash Payments. If the Executive should become a Retired Early Employee hereunder, the Bank Employer shall, during the period commencing on the Effective Date and ending two three years thereafter (the "Pay-Out Period"), make equal monthly payments or a single lump sum payment to the Executive (which shall not be deemed base annual salary payments) in an amount such that the present value of all such payments, determined as of the Effective Date, equals two hundred ninety-nine percent (299%) the sum of three times the Base Salary Amount, as such term is defined in subparagraph 6(f4.4.7 below, plus the average of the annual incentive compensation paid by Employer to Executive, as determined over the most recent three (3) belowtax years ending before the date on which the Change of Control and Change of Authority occurred. It shall be at the discretion of the Compensation Committee, as to whether the payment is made as a single lump sum payment or equal monthly payments. The payment(s) provided for in subparagraph 4.3.8 do not apply to Retired Early Employees who receive cash payment(s) pursuant to this subparagraph. If at any time during the Pay-Out Period the Arrow Compensation Committee of the Board in its sole discretion shall determine, upon application of the Retired Early Employee supported by substantial evidence, that the Retired Early Employee is then under a severe financial hardship resulting from (i) a sudden and unexpected illness or accident of the Retired Early Employee or any of his dependents (as defined in section 152(a) of the Internal Revenue Code), (ii) loss of the Retired Early Employee's property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Retired Early Employee, the Bank Employer shall make available to the Retired Early Employee, in one (1) lump sum, an amount up to but not greater than the present value of all monthly payments remaining to be paid to him in the Pay-Out Period, calculated as of the date of such determination by the Arrow Compensation Committee of the Board, for the purpose of relieving such severe financial hardship to the extent the same has not been or may not be relieved by (xi) reimbursement or compensation by insurance or otherwise, (xii) liquidation of the Retired Early Employee's assets (to the extent such liquidation would not itself cause severe financial hardship), or (xiii) distributions from other benefit plans. If (a) the lump sum amount thus made available is less than (b) the present value of all such remaining monthly payments, the Bank Employer shall continue to pay to the Retired Early Employee monthly payments for the duration of the Pay-Out Period, but from such date forward such monthly payments will be in a reduced amount such that the present value of all such reduced payments will equal the difference between (b) and (a), above. The Retired Early Employee may elect to waive any or all payments due him under this subparagraph.

Cash Payments. If the Executive should become a Retired Early Employee hereunder, the Bank Employer shall, during the period commencing on the Effective Date and ending two years thereafter (the "Pay-Out Period"), make equal monthly payments payments, or a single lump sum payment to the Executive (which shall not be deemed base annual salary payments) in an amount such that the present value of all such payments, determined as of the Effective Date, equals the sum of two hundred ninety-nine percent (299%) of times the Base AmountSalary Amount paid to Executive, as such term is defined in subparagraph 6(f4.4.7 below, plus the sum of the annual bonus earned by Executive, for the most recent two (2) belowtax years ending before the date on which the Change of Control and Change of Authority occurred. The Executive shall request the method of payment, however, it shall be at the discretion of the Compensation Committee, as to whether the payment is made as a single lump sum payment or equal monthly payments. The payment(s) provided for in subparagraph 4.3.8 do not apply to Retired Early Employees who receive cash payment(s) pursuant to this subparagraph. If at any time during the Pay-Out Period the Arrow Compensation Committee of the Board in its sole discretion shall determine, upon application of the Retired Early Employee supported by substantial evidence, that the Retired Early Employee is then under a severe financial hardship resulting from (i) a sudden and unexpected illness or accident of the Retired Early Employee or any of his dependents (as defined in section 152(a) of the Internal Revenue Code), (ii) loss of the Retired Early Employee's property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Retired Early Employee, the Bank Employer shall make available to the Retired Early Employee, in one (1) lump sum, an amount up to but not greater than the present value of all monthly payments remaining to be paid to him in the Pay-Out Period, calculated as of the date of such determination by the Arrow Compensation Committee of the Board, for the purpose of relieving such severe financial hardship to the extent the same has not been or may not be relieved by (xi) reimbursement or compensation by insurance or otherwise, (xii) liquidation of the Retired Early Employee's assets (to the extent such liquidation would not itself cause severe financial hardship), or (xiii) distributions from other benefit plans. If (a) the lump sum amount thus made available is less than (b) the present value of all such remaining monthly payments, the Bank Employer shall continue to pay to the Retired Early Employee monthly payments for the duration of the Pay-Out Period, but from such date forward such monthly payments will be in a reduced amount such that the present value of all such reduced payments will equal the difference between (b) and (a), above. The Retired Early Employee may elect to waive any or all payments due him under this subparagraph.

Cash Payments. If the Executive should become a Retired Early Employee hereunder, the Bank Employer shall, during the period commencing on the Effective Date and ending two three years thereafter (the "Pay-Out Period"), make equal monthly payments or a single lump sum payment to the Executive (which shall not be deemed base annual salary payments) in an amount such that the present value of all such payments, determined as of the Effective Date, equals two hundred ninety-nine percent (299%) the sum of three times the Base AmountSalary Amount paid to Executive, as such term is defined in subparagraph 6(f4.4.7 below, plus the sum of the annual incentive compensation earned by Executive, as determined over the most recent three (3) belowtax years ending before the date on which the Change of Control and Change of Authority occurred. The Executive shall request the method of payment, however, it shall be at the discretion of the Compensation Committee, as to whether the payment is made as a single lump sum payment or equal monthly payments. The payment(s) provided for in subparagraph 4.3.8 do not apply to Retired Early Employees who receive cash payment(s) pursuant to this subparagraph. If at any time during the Pay-Out Period the Arrow Compensation Committee of the Board in its sole discretion shall determine, upon application of the Retired Early Employee supported by substantial evidence, that the Retired Early Employee is then under a severe financial hardship resulting from (i) a sudden and unexpected illness or accident of the Retired Early Employee or any of his dependents (as defined in section 152(a) of the Internal Revenue Code), (ii) loss of the Retired Early Employee's property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Retired Early Employee, the Bank Employer shall make available to the Retired Early Employee, in one (1) lump sum, an amount up to but not greater than the present value of all monthly payments remaining to be paid to him in the Pay-Out Period, calculated as of the date of such determination by the Arrow Compensation Committee of the Board, for the purpose of relieving such severe financial hardship to the extent the same has not been or may not be relieved by (xi) reimbursement or compensation by insurance or otherwise, (xii) liquidation of the Retired Early Employee's assets (to the extent such liquidation would not itself cause severe financial hardship), or (xiii) distributions from other benefit plans. If (a) the lump sum amount thus made available is less than (b) the present value of all such remaining monthly payments, the Bank Employer shall continue to pay to the Retired Early Employee monthly payments for the duration of the Pay-Out Period, but from such date forward such monthly payments will be in a reduced amount such that the present value of all such reduced payments will equal the difference between (b) and (a), above. The Retired Early Employee may elect to waive any or all payments due him under this subparagraph.

Cash Payments. If Subject to Paragraph 8, in the Executive should become event of the Executive’s Termination of Employment as a Retired Early Employee hereunderEmployee, the Bank shall, during the period commencing on the Effective Date date of Termination of Employment and ending two years thereafter (continuing throughout the "Pay-Out out Period"), make equal monthly payments to the Executive (which shall not be deemed base annual salary payments) in an amount such that the present value of all such payments, determined as of the Effective Datedate of Termination of Employment, equals two hundred ninety-nine percent (299%) of the Base Amount. Subject to Paragraph 8, as such term is defined in subparagraph 6(f) below. If if at any time during the Pay-Out Period the Arrow Board in its sole discretion shall determine, upon application of the Retired Early Employee supported by substantial evidence, that the Retired Early Employee is then under a severe financial hardship resulting from (i) a sudden and unexpected illness or accident of the Retired Early Employee or any of his dependents (has experienced an unforeseeable emergency, as defined in section 152(a) of Code Section 409A and the Internal Revenue Code), (ii) loss of the Retired Early Employee's property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Retired Early Employeeregulations thereunder, the Bank shall make available to the Retired Early Employee, in one (1) lump sum, an amount up to the amount needed to relieve such unforeseeable emergency (including taxes reasonably anticipated as a result of such lump sum payment) but not greater than the present value of all monthly payments remaining to be paid to him in the Pay-Out Period, calculated as of the date of such determination by the Arrow Board, for the purpose of relieving such severe financial hardship unforeseeable emergency to the extent the same has not been or may not be relieved by (xi) reimbursement or compensation by insurance or otherwise, (xii) liquidation of the Retired Early Employee's assets (to the extent such liquidation would not itself cause severe financial hardship), or (xiii) distributions from other benefit plans. If (a) the lump sum amount thus made available is less than (b) the present value of all such remaining monthly payments, the Bank shall continue to pay to the Retired Early Employee monthly payments for the duration of the Pay-Out Period, but from such date forward such monthly payments will be in a reduced amount such that the present value of all such reduced payments payments, calculated as of the date of such determination, will equal the difference between (b) and (a), above. The Retired Early Employee may elect to waive any or all payments due him under this subparagraph.

Cash Payments. If any payment of cash required upon the Executive should become purchase and sale of Franchisee Shares to the Company upon the exercise of any Call Option or any payment on a Retired Early Employee hereunderpromissory note issued under this Section 5.2 would (a) constitute, result in or give rise to any breach or violation of, or any default or right or cause of action under, any agreement to which the Company or any of its subsidiaries is, from time to time, a party or (b) leave the Company and its subsidiaries with less cash than, in the good faith judgment of the Board, is necessary to operate the business of the Company and its subsidiaries in the ordinary course of business, then, (i) in the case of a cash payment due at a closing of any purchase and sale of Franchisee Shares to the Company upon the exercise of any Call Option, the Bank shallCompany will issue a promissory note of the Company in the aggregate principal amount of such payment, during the period commencing principal amount of which note will be due and payable in four equal annual installments, the first such installment becoming due and payable on the Effective Date first anniversary of the issuance of such note, and ending two years thereafter (interest will accrue on such note from the "Pay-Out Period"), make date of issuance at a floating rate equal monthly payments to the Executive Revolving Loan Rate and be payable annually in arrears, in each case subject to the provisions of clause (which shall not be deemed base annual salary paymentsii) below, and (ii) in an amount the case of the cash payment in respect of a promissory note issued under this Section 5.2, notwithstanding any of the provisions of such note, including without limitation, the stated maturity of such note and the stated date on which interest payments are due, such payment will not become due and payable until such time as such payment can be made without violating any such agreement and not resulting in the Company and its subsidiaries having less cash than the Board determines is necessary to operate the business as contemplated above; provided, however, that the present value promissory note shall be payable in full upon a Change of all such payments, determined as of the Effective Date, equals two hundred ninety-nine percent (299%) of the Base Amount, as such term is defined Control. Any promissory note issued under this Section 5.2 may be prepaid in subparagraph 6(f) below. If whole or in part at any time during the Pay-Out Period the Arrow Board in its sole discretion shall determine, upon application of the Retired Early Employee supported by substantial evidence, that the Retired Early Employee is then under a severe financial hardship resulting and from (i) a sudden and unexpected illness time to time without premium or accident of the Retired Early Employee or any of his dependents (as defined in section 152(a) of the Internal Revenue Code), (ii) loss of the Retired Early Employee's property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Retired Early Employee, the Bank shall make available to the Retired Early Employee, in one (1) lump sum, an amount up to but not greater than the present value of all monthly payments remaining to be paid to him in the Pay-Out Period, calculated as of the date of such determination by the Arrow Board, for the purpose of relieving such severe financial hardship to the extent the same has not been or may not be relieved by (xi) reimbursement or compensation by insurance or otherwise, (xii) liquidation of the Retired Early Employee's assets (to the extent such liquidation would not itself cause severe financial hardship), or (xiii) distributions from other benefit plans. If (a) the lump sum amount thus made available is less than (b) the present value of all such remaining monthly payments, the Bank shall continue to pay to the Retired Early Employee monthly payments for the duration of the Pay-Out Period, but from such date forward such monthly payments will be in a reduced amount such that the present value of all such reduced payments will equal the difference between (b) and (a), above. The Retired Early Employee may elect to waive any or all payments due him under this subparagraphpenalty.

Cash Payments. If the Executive should become a Retired Early Employee hereunder, the Bank Employer shall, during the period commencing on the Effective Date and ending two years thereafter (the "Pay-Out Period"), make equal monthly payments or a single lump sum payment to the Executive (which shall not be deemed base annual salary payments) in an amount such that the -------------------------------------------------------------------------------- Page 89 present value of all such payments, determined as of the Effective Date, equals the sum of two hundred ninety-nine percent (299%) of times the Base Salary Amount, as such term is defined in subparagraph 6(f4.4.7 below, plus the average of the annual incentive compensation paid by Employer to Executive, as determined over the most recent two (2) belowtax years ending before the date on which the Change of Control and Change of Authority occurred. It shall be at the discretion of the Compensation Committee, as to whether the payment is made as a single lump sum payment or equal monthly payments. The payment(s) provided for in subparagraph 4.3.8 do not apply to Retired Early Employees who receive cash payment(s) pursuant to this subparagraph. If at any time during the Pay-Out Period the Arrow Compensation Committee of the Board in its sole discretion shall determine, upon application of the Retired Early Employee supported by substantial evidence, that the Retired Early Employee is then under a severe financial hardship resulting from (i) a sudden and unexpected illness or accident of the Retired Early Employee or any of his dependents (as defined in section 152(a) of the Internal Revenue Code), (ii) loss of the Retired Early Employee's property due to casualty, or (iii) other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Retired Early Employee, the Bank Employer shall make available to the Retired Early Employee, in one (1) lump sum, an amount up to but not greater than the present value of all monthly payments remaining to be paid to him in the Pay-Out Period, calculated as of the date of such determination by the Arrow Compensation Committee of the Board, for the purpose of relieving such severe financial hardship to the extent the same has not been or may not be relieved by (xi) reimbursement or compensation by insurance or otherwise, (xii) liquidation of the Retired Early Employee's assets (to the extent such liquidation would not itself cause severe financial hardship), or (xiii) distributions from other benefit plans. If (a) the lump sum amount thus made available is less than (b) the present value of all such remaining monthly payments, the Bank Employer shall continue to pay to the Retired Early Employee monthly payments for the duration of the Pay-Out Period, but from such date forward such monthly payments will be in a reduced amount such that the present value of all such reduced payments will equal the difference between (b) and (a), above. The Retired Early Employee may elect to waive any or all payments due him under this subparagraph.