Common use of Change in Control Benefits Clause in Contracts

Change in Control Benefits. No benefit shall be payable under this Agreement unless Executive is terminated due to a Change in Control, as set forth above. If any of the events described in Section 1 hereof constituting a Change in Control shall have occurred, Executive shall be entitled to the following benefits provided for in sub-paragraphs (a), (b) and (c) below upon his/her subsequent Separation from Service (as defined in Code Section 409A and the regulations thereunder) within twenty-four (24) months following such Change in Control, except in the event that Executive’s voluntary resignation is not for “good reason” or his/her involuntary termination is “for cause” (as subsequently addressed herein): (a) Executive shall receive as severance pay or liquidated damages, or both, an amount equal to two times the sum of: (i) the highest annual rate of Base Salary paid to Executive at any time under this Agreement, and (ii) the greater of (x) the average annual cash bonus paid to Executive with respect to the three completed fiscal years prior to the termination, or (y) the cash bonus paid to Executive with respect to the fiscal year ended prior to the termination; provided however, that in no event shall total severance compensation from all sources equal or exceed three times Executive’s average annual compensation over the five fiscal years preceding the fiscal year in which the Separation from Service occurs (for purposes of this provision and only for purposes of this provision, compensation shall mean any payment of money or provision of any other thing of value in consideration of employment, including, without limitation, Base Salary, commissions, bonuses, pension and profit sharing plans, severance payments, retirement, director or committee fees, fringe benefits, and the payment of expense items without accountability or business purpose or that do not meet the IRS requirement for deductibility by the Bank). Such payments, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. In the event of Executive’s death, the foregoing severance/liquidated damages payment(s) payable upon a qualifying Change in Control, shall be made to Executive’s surviving spouse, or if no surviving spouse, to his estate. In the event that the Company or the Bank enters into an agreement that would cause a Change in Control of the Bank, and Executive dies after such agreement is executed but prior to consummation of the Change in Control, which payments shall commence upon, and shall be contingent upon, the actual consummation of the Change in Control. The present value of the payment required hereunder, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. For these purposes, present value shall be determined using the applicable federal rate under Code Section 1274(d). (b) Upon the occurrence of a Change in Control followed by the Executive’s Separation from Service within twenty-four (24) months following such Change in Control, unless such Separation from Service is “for cause”, or Executive’s resignation is not for “good reason”, as such terms are defined herein, the Bank will continue, at the Bank’s expense, life, health and disability insurance coverage substantially identical to the coverage maintained by the Bank for Executive prior to the Change in Control, except to the extent such coverage is changed in its application to all employees of the Bank. Such coverage shall cease twelve (12) months from the date of Executive’s Separation from Service. (c) The term “for cause” shall mean, for purposes of this Agreement only, the following: involuntary termination of the Executive’s employment by a vote of at least a majority of the entire membership of the Board because of Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, the willful commission of any act that in the judgment of the Board would likely cause substantial economic damage to the Bank or the Company or substantial injury to the business reputation of the Bank or the Company, or material breach of any provision of this Agreement. The Bank may not terminate Executive’s employment “for cause” under this Agreement unless (1) the Bank shall have first provided Executive with written notice of the intended termination and the reason for such termination (“breach”) and (2) if such breach is susceptible to cure or remedy, a period of thirty (30) days shall have elapsed between the delivery of such notice and the termination of Executive’s employment without the Executive having, in the reasonable opinion of the Bank, effectively cured or remedied such breach.

Change in Control Benefits. No benefit If Employee is employed by the Company on the CIC Effective Date and this Agreement is terminated on or before the six-month anniversary of the CIC Effective Date by the Company without Cause in accordance with Section 6(c) or by Employee for Good Reason in accordance with Section 6(d), then the Company shall be payable have no further obligation to Employee under this Agreement unless Executive is terminated or otherwise, except the Company shall provide Employee with the Accrued Obligations in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Change-in-Control Benefits”) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) an amount equal to a Change 3 times the sum of (a) the Base Salary in Controleffect immediately before the Termination Date plus (b) the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, as set forth the Annual Bonus for purposes of this Section 8 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above. If any of ) (together, the events described in Section 1 hereof constituting a Change in Control shall have occurred“CIC Pay”); (ii) notwithstanding anything to the contrary within the LTIP or an applicable Award Agreement, Executive Employee shall be entitled to accelerated vesting with respect to all time-based equity awards outstanding at the following benefits provided time of the applicable termination of employment by the Company without Cause in accordance with Section 6(c) or by Employee for Good Reason in sub-paragraphs (aaccordance with Section 6(d), (b) ; and (ciii) below upon his/her during the 18-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group health insurance plan or Grey Rock’s group health insurance plan pursuant to COBRA or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company or Grey Rock, as applicable, pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent Separation from Service employment or otherwise and the Company shall have no further reimbursement obligation after the Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The CIC Pay shall be paid to the Employee in a lump sum within 60 days of the Termination Date; provided, however, that no CIC Pay shall be paid to the Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in Code Section 409A and which the regulations thereunder) within twentyapplicable premiums were paid by the Employee. For the avoidance of doubt, Employee shall not be entitled to the Change-four (24) months following such Change in Control, except in the event that Executive’s voluntary resignation in-Control Benefits if this Agreement is not for “good reason” or his/her involuntary termination is “for cause” (as subsequently addressed herein): (a) Executive shall receive as severance pay or liquidated damages, or both, an amount equal to two times the sum of: terminated (i) the highest annual rate of Base Salary paid due to Executive at any time under this Agreement, and Employee’s death; (ii) by the greater of Company due to Employee’s Inability to Perform; (xiii) by the average annual cash bonus paid to Executive with respect to the three completed fiscal years prior to the termination, Company for Cause; (iv) by Employee without Good Reason; or (yv) the cash bonus paid to Executive with respect to the fiscal year ended prior to the termination; provided however, that in no event shall total severance compensation from all sources equal or exceed three times Executive’s average annual compensation over the five fiscal years preceding the fiscal year in which the Separation from Service occurs (for purposes of this provision and only for purposes of this provision, compensation shall mean any payment of money or provision of any other thing of value in consideration of employment, including, without limitation, Base Salary, commissions, bonuses, pension and profit sharing plans, severance payments, retirement, director or committee fees, fringe benefits, and the payment of expense items without accountability or business purpose or that do not meet the IRS requirement for deductibility by the Bank). Such payments, less applicable withholdings, shall be made non-renewal by Employee in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(iSections 4(b) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. In the event of Executive’s death, the foregoing severance/liquidated damages payment(s) payable upon a qualifying Change in Control, shall be made to Executive’s surviving spouse, or if no surviving spouse, to his estate. In the event that the Company or the Bank enters into an agreement that would cause a Change in Control of the Bank, and Executive dies after such agreement is executed but prior to consummation of the Change in Control, which payments shall commence upon, and shall be contingent upon, the actual consummation of the Change in Control. The present value of the payment required hereunder, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. For these purposes, present value shall be determined using the applicable federal rate under Code Section 1274(d6(f). (b) Upon the occurrence of a Change in Control followed by the Executive’s Separation from Service within twenty-four (24) months following such Change in Control, unless such Separation from Service is “for cause”, or Executive’s resignation is not for “good reason”, as such terms are defined herein, the Bank will continue, at the Bank’s expense, life, health and disability insurance coverage substantially identical to the coverage maintained by the Bank for Executive prior to the Change in Control, except to the extent such coverage is changed in its application to all employees of the Bank. Such coverage shall cease twelve (12) months from the date of Executive’s Separation from Service. (c) The term “for cause” shall mean, for purposes of this Agreement only, the following: involuntary termination of the Executive’s employment by a vote of at least a majority of the entire membership of the Board because of Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, the willful commission of any act that in the judgment of the Board would likely cause substantial economic damage to the Bank or the Company or substantial injury to the business reputation of the Bank or the Company, or material breach of any provision of this Agreement. The Bank may not terminate Executive’s employment “for cause” under this Agreement unless (1) the Bank shall have first provided Executive with written notice of the intended termination and the reason for such termination (“breach”) and (2) if such breach is susceptible to cure or remedy, a period of thirty (30) days shall have elapsed between the delivery of such notice and the termination of Executive’s employment without the Executive having, in the reasonable opinion of the Bank, effectively cured or remedied such breach.

Change in Control Benefits. No benefit shall be payable under this Agreement unless Executive is terminated due to a (a) If, within three (3) months before or within twelve (12) months following an Unsatisfactory Change in Control, as set forth above. If any the Employee's employment is involuntarily terminated by the Company without Cause or terminated by the Employee for Good Reason no later than three (3) months after the occurrence of the events most recent event constituting Good Reason (but no later than twelve (12) months following the Unsatisfactory Change in Control), the Company shall pay to the Employee, in a lump sum payment, an amount equal to three (3) times the sum of (i) the Employee's annual base salary in effect at the time of termination of employment and (ii) the largest annual bonus amount paid to the Employee within the three (3) calendar years preceding the calendar year in which occurs the Unsatisfactory Change in Control. In addition to the payment described in Section 1 hereof constituting the preceding sentence, the Company shall pay to the Employee an amount equal to what would be the Employee's cost of COBRA health continuation coverage for himself and his eligible dependents from the Company for the period in which the Employee would be eligible to receive COBRA health continuation coverage from the Company. A termination of the Employee's employment due to his death or Disability will not be deemed to be an involuntary termination of employment by the Company without Cause or a Change in Control shall have occurred, Executive termination by the Employee for Good Reason. Any payment due and owing under this Subsection (a) shall be entitled payable as soon as practicable following the Employee's termination of employment. (b) If no benefits are payable to the following benefits provided for in sub-paragraphs Employee pursuant to Subsection (a), the Employee may be eligible for benefits pursuant to this Subsection (b). In the event of a Satisfactory Change in Control the Employee will be eligible for the following benefits: (i) and If, within thirty (c30) below upon his/her subsequent Separation from Service (as defined in Code Section 409A and days following the regulations thereunder) within twenty-four (24) months following such Satisfactory Change in Control, except the Fair Market Value of the Company's common stock increases by at least twenty-five percent (25%) as compared to its Fair Market Value determined as of the day immediately preceding the date on which the first public dissemination of the transaction that will result in the event that Executive’s voluntary resignation is not for “good reason” or his/her involuntary Satisfactory Change in Control, the Company shall pay to the Employee, in a lump sum payment, an amount equal to the sum of (A) the Employee's annual base salary in effect at the time of termination is “for cause” of employment and (as subsequently addressed herein):B) the largest annual bonus amount paid to the Employee within the three (3) calendar years preceding the calendar year in which occurs the Satisfactory Change in Control. Any payment due and owing under this Subsection (b)(i) shall be payable within sixty (60) days following the date such payment becomes due and owing; and (aii) If, within twelve (12) months following a Satisfactory Change in Control in which the Executive accepts employment with the surviving corporation, the Employee terminates employment for any reason (other than due to death or Disability) with no less than six (6) months written notice, the Company shall receive as severance pay or liquidated damagesto the Employee, or bothin a lump sum payment, an amount equal to two (2) times the sum of: of (iA) the highest Employee's annual rate base salary in effect at the time of Base Salary termination of employment and (B) the largest annual bonus amount paid to Executive at any time under this Agreement, and (ii) the greater of (x) the average annual cash bonus paid to Executive with respect to Employee within the three completed fiscal years prior to the termination, or (y3) the cash bonus paid to Executive with respect to the fiscal year ended prior to the termination; provided however, that in no event shall total severance compensation from all sources equal or exceed three times Executive’s average annual compensation over the five fiscal calendar years preceding the fiscal calendar year in which occurs the Separation from Service occurs (for purposes of this provision and only for purposes of this provision, compensation shall mean any payment of money or provision of any other thing of value Satisfactory Change in consideration of employment, including, without limitation, Base Salary, commissions, bonuses, pension and profit sharing plans, severance payments, retirement, director or committee fees, fringe benefits, and the payment of expense items without accountability or business purpose or that do not meet the IRS requirement for deductibility by the Bank). Such payments, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from ServiceControl. In the event the Executive is entitled to the payment described in Subsection (i) above, any payment under this Subsection (ii) shall be equal to one (1) times the sum of Executive’s death(A) and (B) described above. In addition to the payment described in this Subsection (ii), the foregoing severance/liquidated damages payment(sCompany shall pay to the Employee an amount equal to what would be the Employee's cost of COBRA health continuation coverage for himself and his eligible dependents from the Company for lesser of the period in which the Employee would be eligible to receive COBRA health continuation coverage from the Company or twelve (12) months. Any payment made pursuant to this Subsection (b)(ii) shall be payable upon as soon as practicable following the Employee's termination of employment. (iii) In the event of a qualifying Satisfactory Change in Control in which the Executive does not accept employment with the surviving corporation, the Company shall pay to the Employee, in a lump sum payment, an amount equal to two (2) times the sum of (A) the Employee's annual base salary in effect at the time of termination of employment and (B) the largest annual bonus amount paid to the Employee within the three (3) calendar years preceding the calendar year in which occurs the Satisfactory Change in Control, shall be made to Executive’s surviving spouse, or if no surviving spouse, to his estate. In the event that the Executive is entitled to the payment described in Subsection (i) above, any payment under this Subsection (iii) shall be equal to one (1) times the sum of (A) and (B) described above. In addition to the payment described in this Subsection (iii), the Company or shall pay to the Bank enters into Employee an agreement that amount equal to what would cause a be the Employee's cost of COBRA health continuation coverage for himself and his eligible dependents from the Company for lesser of the period in which the Employee would be eligible to receive COBRA health continuation coverage from the Company. Any payment made pursuant to this Subsection (b)(iii) shall be payable as soon as practicable following the Employee's termination of employment. The payments described in this Section 3 shall be collectively referred to in this Agreement as "Change in Control of the Bank, and Executive dies after such agreement is executed but prior to consummation of the Change in Control, which payments shall commence upon, and shall be contingent upon, the actual consummation of the Change in Control. The present value of the payment required hereunder, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. For these purposes, present value shall be determined using the applicable federal rate under Code Section 1274(d). (b) Upon the occurrence of a Change in Control followed by the Executive’s Separation from Service within twenty-four (24) months following such Change in Control, unless such Separation from Service is “for cause”, or Executive’s resignation is not for “good reason”, as such terms are defined herein, the Bank will continue, at the Bank’s expense, life, health and disability insurance coverage substantially identical to the coverage maintained by the Bank for Executive prior to the Change in Control, except to the extent such coverage is changed in its application to all employees of the Bank. Such coverage shall cease twelve (12) months from the date of Executive’s Separation from ServiceBenefits". (c) The term “for cause” Company shall meanbe entitled to withhold appropriate employment and income taxes from the Change in Control Benefits, for purposes of if required by applicable law. (d) In no event shall the payment(s) described in this Agreement only, Section 3 exceed the following: involuntary termination amount permitted by Section 280G of the Executive’s employment by a vote of at least a majority of Internal Revenue Code, as amended (the entire membership of the Board because of Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, the willful commission of any act that in the judgment of the Board would likely cause substantial economic damage to the Bank or the Company or substantial injury to the business reputation of the Bank or the Company, or material breach of any provision of this Agreement. The Bank may not terminate Executive’s employment “for cause” under this Agreement unless (1) the Bank shall have first provided Executive with written notice of the intended termination and the reason for such termination (“breach”) and (2) if such breach is susceptible to cure or remedy, a period of thirty (30) days shall have elapsed between the delivery of such notice and the termination of Executive’s employment without the Executive having, in the reasonable opinion of the Bank, effectively cured or remedied such breach"Code").

Change in Control Benefits. No benefit shall be payable under this Agreement unless Executive is terminated due to a Change in ControlDuring the Term, as set forth above. If any of the events described in Section 1 hereof constituting a Change in Control shall have occurred, Executive shall be entitled to the following benefits provided for in sub-paragraphs (a), (b) and (c) below if upon his/her subsequent Separation from Service (as defined in Code Section 409A and the regulations thereunder) or within twenty-four (24) months following such after a Change in Control, except Executive’s employment is terminated by the Company without Cause or Executive terminates his employment for Good Reason, then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary and his target bonus for the calendar year of termination, prorated for the number of days actually employed in the event that Executive’s voluntary resignation is not for “good reason” or his/her involuntary termination is “for cause” (as subsequently addressed herein):then current calendar year, to the extent unpaid on the Date of Termination. In addition, (ai) the Company shall pay Executive shall receive as severance pay or liquidated damages, or both, a lump sum in cash in an amount equal to two three (3) times the sum of: (i) the highest annual rate of Base Salary paid to Executive at any time under this Agreement, and (ii) the greater of (x) the average his annual cash bonus paid to Executive with respect to the three completed fiscal years prior to the termination, or Base Salary under Subparagraph 3(a) (y) the cash bonus paid to Executive with respect to the fiscal year ended prior to the termination; provided however, that in no event shall total severance compensation from all sources equal or exceed three times Executive’s average annual compensation over the five fiscal years preceding the fiscal year in which the Separation from Service occurs (for purposes of this provision and only for purposes of this provision, compensation shall mean any payment of money or provision of any other thing of value in consideration of employment, including, without limitation, Base Salary, commissions, bonuses, pension and profit sharing plans, severance payments, retirement, director or committee fees, fringe benefits, and the payment of expense items without accountability or business purpose or that do not meet the IRS requirement for deductibility by the Bank). Such payments, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. In the event of Executive’s death, the foregoing severance/liquidated damages payment(s) payable upon a qualifying Change in Control, shall be made to Executive’s surviving spouse, or if no surviving spouse, to his estate. In the event that the Company or the Bank enters into an agreement that would cause a Change in Control of the Bank, and Executive dies after such agreement is executed but prior to consummation of the Change in Control, which payments shall commence upon, and shall be contingent upon, the actual consummation of the Change in Control. The present value of the payment required hereunder, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. For these purposes, present value shall be determined using the applicable federal rate under Code Section 1274(d). (b) Upon the occurrence of a Change in Control followed by the Executive’s Separation from Service within twenty-four (24) months following such Change in Control, unless such Separation from Service is “for cause”, or Executive’s resignation is not for “good reason”, as such terms are defined herein, the Bank will continue, at the Bank’s expense, life, health and disability insurance coverage substantially identical to the coverage maintained by the Bank for Executive Base Salary in effect immediately prior to the Change in Control, except if higher) and (y) Executive’s average annual cash bonus under Subparagraph 3(b) received with respect to the extent three (3) calendar years preceding the Change in Control, or the average of such coverage is changed bonus over the number of calendar years preceding the Change in its application to all employees Control in respect of which such bonus was paid if less than three (3) calendar years, with the bonus for 2013 being annualized for this purpose and the bonus in respect of the Bankcalendar year immediately preceding the Change in Control being deemed the target bonus for such year if the Change in Control occurs before the bonus in respect of such calendar year has been paid. Such coverage amount shall cease twelve (12) months from be paid in one lump sum payment on the date Date of Executive’s Separation from Service. (c) The term “for cause” shall meanTermination; provided, for purposes of this Agreement onlyhowever, that if the following: involuntary termination of the Executive’s employment by Change in Control does not constitute a vote of at least a majority of the entire membership of the Board because of Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, the willful commission of any act that change in the judgment ownership or effective control of the Board would likely cause substantial economic damage to the Bank or the Company or substantial injury to the business reputation of the Bank or the Company, or material breach in the ownership of any provision a substantial portion of this Agreement. The Bank may not terminate Executive’s employment “for cause” the assets of the Company, within the meaning of Section 409A of the Code, the amount of cash severance payable under this Agreement unless Subparagraph equal to the Severance Amount under Subparagraph 8(e)(iii)(A) shall be paid in equal installments in accordance with the Company’s then payroll practice over a twenty-four (124) month period beginning with the Bank shall have first provided Executive with written notice of the intended termination and the reason for such termination (“breach”) and (2) if such breach is susceptible to cure or remedy, a period of payroll date that occurs thirty (30) days shall have elapsed between after the delivery Date of such notice Termination, and the termination balance shall be paid in a lump sum payment on the Date of Termination. Solely for purposes of Section 409A of the Code, each installment payment is considered a separate payment; (ii) for a period of thirty-six (36) months following the Date of Termination or until Executive becomes covered under a group health plan of another employer, whichever is earlier, subject to Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, Executive, 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 (x) the continuation of health benefits under this Subparagraph shall reduce and count against the rights of Executive, Executive’s employment without spouse and dependents under COBRA, and (y) the value of premiums paid by the Company shall be reported as taxable income to Executive havingto the extent required by applicable law in order for the benefits received by Executive’s spouse and dependents to be non-taxable or to avoid imposition of penalty taxes on the Company pursuant to the Patient Protection and Affordable Care Act; and (iii) the Company shall reimburse Executive for financial counseling, in tax preparation assistance and out-placement counseling for thirty-six (36) months after the reasonable opinion Date of the Bank, effectively cured or remedied such breachTermination.

Change in Control Benefits. No benefit shall (i) Anything in this Agreement to the contrary notwithstanding, in the event it is determined that any Payment would be payable subject to Excise Tax, O'Roxxxx xxxll receive a Gross-Up Payment from RightCHOICE; (ii) All determinations required to be made under this Agreement unless Executive is terminated due to a Change in ControlSection 5.2(D), as set forth above. If any of the events described in Section 1 hereof constituting a Change in Control shall have occurred, Executive shall be entitled to the following benefits provided for in sub-paragraphs including (a)) whether and when a Gross-Up Payment is required, (b) the amount of such Gross-Up Payment, and (c) below upon his/her subsequent Separation from Service (as defined the assumptions to be utilized in Code Section 409A and the regulations thereunder) within twenty-four (24) months following arriving at such Change in Control, except in the event that Executive’s voluntary resignation is not for “good reason” or his/her involuntary termination is “for cause” (as subsequently addressed herein): (a) Executive shall receive as severance pay or liquidated damages, or both, an amount equal to two times the sum of: (i) the highest annual rate of Base Salary paid to Executive at any time under this Agreement, and (ii) the greater of (x) the average annual cash bonus paid to Executive with respect to the three completed fiscal years prior to the termination, or (y) the cash bonus paid to Executive with respect to the fiscal year ended prior to the termination; provided however, that in no event shall total severance compensation from all sources equal or exceed three times Executive’s average annual compensation over the five fiscal years preceding the fiscal year in which the Separation from Service occurs (for purposes of this provision and only for purposes of this provision, compensation shall mean any payment of money or provision of any other thing of value in consideration of employment, including, without limitation, Base Salary, commissions, bonuses, pension and profit sharing plans, severance payments, retirement, director or committee fees, fringe benefits, and the payment of expense items without accountability or business purpose or that do not meet the IRS requirement for deductibility by the Bank). Such payments, less applicable withholdingsdetermination, shall be made in accordance with by the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess Accounting Firm within 15 business days of the “permitted amount” receipt of notice from O'Roxxxx xxxt there has been a Payment, or such earlier time directed by RightCHOICE. The determination made by the Accounting Firm shall include detailed supporting calculations and shall be delayed until the first day of the seventh full month following Executive’s Separation from Servicedelivered both to RightCHOICE and O'Roxxxx. In Xx the event of Executive’s deaththe Accounting Firm is serving as an accountant, auditor or consultant to the foregoing severance/liquidated damages payment(s) payable upon a qualifying Change in Control, shall be made to Executive’s surviving spouse, or if no surviving spouse, to his estate. In the event that the Company or the Bank enters into an agreement that would cause a Change in Control of the Bank, and Executive dies after such agreement is executed but prior to consummation of entity effecting the Change in Control, or if O'Roxxxx'x xxxloyment was terminated as the result of an Involuntary Termination or Good Reason, O'Roxxxx xxx, at his election, appoint a national or regional accounting firm to make ================================================================================ the determinations required hereunder (which payments accounting firm shall commence upon, then have the responsibilities of the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be contingent upon, the actual consummation borne solely by RightCHOICE. Any Gross-Up Payment due to O'Roxxxx xxxll be paid by RightCHOICE within five business days of the Change in Control. The present value receipt by RightCHOICE of the payment required Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by O'Roxxxx, xxt for any reason fails to furnish O'Roxxxx xxxh a written opinion that failure to report the Excise Tax on O'Roxxxx'x xxxome tax returns will not result in the imposition of any penalty, RightCHOICE shall be obligated to pay O'Roxxxx xxx amount of any Gross-Up Payment O'Roxxxx xxxms payable as a result of any Excise Tax paid by O'Roxxxx. (iii) The Parties acknowledge the possibility, as a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, less applicable withholdings, shall be that a Gross-Up Payment which should have been made by RightCHOICE may not have been made (an "Underpayment") in accordance with the Bank’s regular bicalculations ultimately required to be made hereunder. In the event RightCHOICE exhausts its remedies pursuant to Section 5.2(D)(iv) below and O'Roxxxx xxxreafter is required to make a payment of any Excise Tax, RightCHOICE shall cause the Accounting Firm to determine the amount of the Underpayment and such amount shall be paid promptly by RightCHOICE to O'Roxxxx. (iv) O'Roxxxx xxxll notify RightCHOICE in writing of any claim by the Internal Revenue Service which, if successful, would require the payment by RightCHOICE of the Gross-weekly payroll practicesUp Payment. Such notification shall be given as soon as practicable after O'Roxxxx xx informed in writing of such claim, starting and shall apprise RightCHOICE of the nature of such claim and the date on which such claim is requested to be paid. O'Roxxxx xxxll not pay such claim prior to the first payroll expiration of the 30 day period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and date on which O'Roxxxx xxxes such notice to RightCHOICE (or such shorter period ending on the last payroll date that any payment of taxes with respect to such claim is due). If RightCHOICE notifies O'Roxxxx xx writing prior to the expiration of such period that provides the Executive it desires to contest such claim, O'Roxxxx xxxll: (a) provide RightCHOICE with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined any information in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under O'Roxxxx'x xxxsession reasonably requested by RightCHOICE relating to such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. For these purposes, present value shall be determined using the applicable federal rate under Code Section 1274(d).claim; (b) Upon the occurrence of a Change take such action in Control followed connection with contesting such claim as RightCHOICE shall reasonably request in writing from time to time, including accepting legal representation with respect to such claim by the Executive’s Separation from Service within twenty-four (24) months following such Change in Control, unless such Separation from Service is “for cause”, or Executive’s resignation is not for “good reason”, as such terms are defined herein, the Bank will continue, at the Bank’s expense, life, health and disability insurance coverage substantially identical to the coverage maintained an attorney prudently selected by the Bank for Executive prior to the Change in Control, except to the extent such coverage is changed in its application to all employees of the Bank. Such coverage shall cease twelve (12) months from the date of Executive’s Separation from Service.RightCHOICE; (c) The term “for cause” cooperate in good faith with RightCHOICE in contesting such claim; and (d) permit RightCHOICE to participate in any proceedings relating to such claim; ================================================================================ provided, however, RightCHOICE shall mean, for purposes of this Agreement only, the following: involuntary termination of the Executive’s employment by a vote of at least a majority of the entire membership of the Board because of Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, the willful commission of any act that in the judgment of the Board would likely cause substantial economic damage to the Bank or the Company or substantial injury to the business reputation of the Bank or the Company, or material breach of any provision of this Agreement. The Bank may not terminate Executive’s employment “for cause” under this Agreement unless (1) the Bank shall have first provided Executive bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with written notice of the intended termination and the reason for such termination (“breach”) and contest, (2) if such breach is susceptible to cure indemnify and hold O'Roxxxx xxxmless, on an after-tax basis, for any Excise Tax or remedy, income tax (including interest and penalties with respect thereto) imposed as a period of thirty (30) days shall have elapsed between the delivery result of such notice contest including payment of costs and expenses, and (3) control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct O'Roxxxx xx pay the tax claimed and sue xxx a refund or contest the claim in any permissible manner. O'Roxxxx xxxees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as RightCHOICE shall determine. If RightCHOICE directs O'Roxxxx xx pay such claim and sue xxx a refund, RightCHOICE shall advance the amount of such payment to O'Roxxxx, xx an interest-free basis, and shall indemnify and hold O'Roxxxx xxxmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance. Any extension of the statute of limitations relating to payment of taxes for the taxable year of O'Roxxxx xxxh respect to which such contested amount is claimed to be due shall be limited solely to such contested amount. RightCHOICE's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and O'Roxxxx xxxll be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (v) If, after the receipt by O'Roxxxx xx an amount advanced by RightCHOICE pursuant to Section 5.2(D)(iv) above, (a) O'Roxxxx xxxeives a refund with respect to such claim, O'Roxxxx xxxll promptly pay to RightCHOICE the amount of such refund together with any interest paid or credited thereon after deducting O'Roxxxx'x xxxes applicable thereto, or (b) a determination is made that O'Roxxxx xxxll not be entitled to any refund with respect to such claim and RightCHOICE does not notify O'Roxxxx xx writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, such advance shall be forgiven and shall not be required to be repaid and the termination amount of Executive’s employment without such advance shall offset, to the Executive havingextent thereof, in the reasonable opinion amount of the Bank, effectively cured or remedied such breachGross-Up Payment.

Change in Control Benefits. No benefit shall be payable under this Agreement unless Executive is terminated due to a Change in Control, as set forth above. If any of the events described in Section 1 hereof constituting both (i) a Change in Control shall have occurred, Executive shall be entitled to the following benefits provided for in sub-paragraphs (a), (b) and (c) below upon his/her subsequent Separation from Service (as defined in Code Section 409A below) occurs during the Employment Period and the regulations thereunder(ii) within twenty-four (24) 6 months following such Change in ControlControl the Executive, except prior to the expiration of the Term, either (A) is terminated by the Company or its successor without Cause or (B) terminates his employment for Good Reason, then the Executive will be entitled to (x) a one-time lump sum payment, within 30 days of the Date of Termination, in the event that Executive’s voluntary resignation is not for “good reason” or his/her involuntary termination is “for cause” (as subsequently addressed herein): (a) Executive shall receive as severance pay or liquidated damages, or both, an amount equal to the greater of two (2) times the sum of: (i) the highest annual rate of Base Salary paid to Executive at any time under this Agreementor two (2) times the Annualized Compensation (defined below), and (iiy) if the greater Executive continues to participate in the Company’s group medical plan by electing COBRA health continuation coverage, reimbursement from the Company for any premiums paid by the Executive for such coverage throughout the period beginning on the Date of Termination and ending on the earlier of the second (2nd) anniversary thereof or the expiration of the COBRA health continuation coverage period under the Company’s group health plan; provided, however, that the Company obligation to reimburse such COBRA payments will immediately cease if the Executive becomes eligible for any health benefits pursuant to the Medicare program or a subsequent employer’s plan, or as otherwise permitted or required under COBRA regulations (collectively, (x) the average annual cash bonus paid to Executive with respect to the three completed fiscal years prior to the termination, or and (y) above are referred to as the cash bonus paid “Change in Control Benefits”). The Change in Control Benefits shall be in lieu of the Severance Payment that would otherwise be payable pursuant to Executive with respect Section 7(f)(i) above and shall be subject to the fiscal year ended prior Executive’s execution and delivery of a general release of all claims in form and substance reasonably satisfactory to the termination; provided however, that in no event shall Company or its successor within 21 days following the Date of Termination. “Annualized Compensation” means the total severance compensation from all sources equal or exceed three times amount earned by the Executive for personal service rendered to the Company as reported by the Company on Treasury Department Form W-2 for the Executive’s average annual compensation over the five fiscal years taxable year preceding the fiscal Executive’s taxable year in which the Separation from Service occurs (for purposes Date of this provision and only for purposes of this provisionTermination occurs, compensation shall mean any payment of money or provision of any other thing of value in consideration of employment, including, without limitation, Base Salary, commissions, bonuses, pension and profit sharing plans, severance payments, retirement, director or committee fees, fringe benefits, and the payment of expense items without accountability or business purpose or that do not meet the IRS requirement for deductibility by the Bank). Such payments, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. In the event of Executive’s death, the foregoing severance/liquidated damages payment(s) payable upon a qualifying Change in Control, shall be made to Executive’s surviving spouse, or if no surviving spouse, to his estate. In the event that the Company or the Bank enters into an agreement that would cause a Change in Control of the Bank, and Executive dies after such agreement is executed but prior to consummation of the Change in Control, which payments shall commence upon, and shall be contingent upon, the actual consummation of the Change in Control. The present value of the payment required hereunder, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. For these purposes, present value shall be determined using the applicable federal rate under Code Section 1274(d). (b) Upon the occurrence of a Change in Control followed by the Executive’s Separation from Service within twenty-four (24) months following such Change in Control, unless such Separation from Service is “for cause”, or Executive’s resignation is not for “good reason”, as such terms are defined herein, the Bank will continue, at the Bank’s expense, life, health and disability insurance coverage substantially identical to the coverage maintained by the Bank for Executive prior to the Change in Control, except to the extent such coverage is changed in its application to all employees of the Bank. Such coverage shall cease twelve (12) months from the date of Executive’s Separation from Service. (c) The term “for cause” shall mean, for purposes of this Agreement only, the following: involuntary termination of the Executive’s employment by a vote of at least a majority of the entire membership of the Board because of Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, the willful commission of any act that in the judgment of the Board would likely cause substantial economic damage to the Bank or the Company or substantial injury to the business reputation of the Bank or the Company, or material breach of any provision of this Agreement. The Bank may not terminate Executive’s employment “for cause” under this Agreement unless excluding (1) the Bank shall have first provided Executive with written notice of the intended termination relocation and the reason for such termination (“breach”) and moving expenses paid or reimbursed pursuant to this Agreement, (2) if such breach is susceptible income included under Section 79 of the Internal Revenue Code of 1986, as amended, (3) income imputed to cure or remedy, a period of thirty (30) days shall have elapsed between the delivery of such notice and the termination of Executive’s employment without the Executive havingfrom personal use of employer-provided automobiles, in and (4) income attributable to grants of, or dividends on, shares awarded by the reasonable opinion of the Bank, effectively cured or remedied such breachCompany.

Change in Control Benefits. No benefit The benefits provided to Xxxxx under the Second Amendment shall be revised as set forth in this paragraph 5: In addition to the benefits payable to Xxxxx under other provisions of this Agreement unless Executive is terminated due Restated Agreement, in the event a Change in Control of the Corporation occurs at any time prior to Xxxxx’x death, the Corporation shall provide to Xxxxx the benefits described in (a), (b), (c), and (d), below: (a) In the event that Xxxxx’x services with the Corporation are discontinued by the Corporation for reasons other than Cause or Xxxxx ceases his services with the Corporation for Good Reason within two years following a Change in Control, the Corporation shall pay to Xxxxx an amount equal to three times the annual compensation described in paragraph 1, above, for the 12-month period immediately preceding the Change in Control. Such amount shall be paid to Xxxxx in a single sum within thirty (30) days after the date on which the discontinuance or cessation occurs. (b) The excess of: (i) Xxxxx’x “adjusted annual compensation” multiplied by the joint life expectancy (as set forth above. If any defined in the Second Amendment) of Xxxxx and his spouse, as determined as of the events described in Section 1 hereof constituting a date of the Change in Control shall have occurredControl, Executive with no discount for present value; over (ii) the present value of the future monthly benefits payable to Xxxxx pursuant to paragraph (1), above (without regard to the last sentence thereof), as of the date of the Change in Control. Such amount shall be entitled paid to Xxxxx in a single sum within thirty (30) days following the date of the Change in Control. For purposes of this subparagraph (b), Xxxxx’x “adjusted annual compensation” shall mean the annual amount payable to Xxxxx pursuant to paragraph 1, above (without regard to the following benefits last sentence thereof), as of the date of the Change in Control, increased by four percent (4%) for each year in the joint life expectancy. (c) 200,000 shares of the Corporation’s common stock free of any restrictions on exercisability (except as may be imposed by law), deliverable to Xxxxx upon the Change in Control. Any such shares awarded under this subparagraph 5(c) shall be subject to automatic adjustment by the appropriate Board committee or its delegate to reflect any Corporation share dividend, share split, combination or exchange of shares, recapitalization or other change in the capital structure of the Corporation since the date hereof. (d) An amount equal to any excise tax imposed on Xxxxx by Section 4999 of the Code and by any comparable and applicable state law (collectively, “Excise Taxes”), as a result of the payments and stock grant provided for in sub-paragraphs under subparagraphs (a), (b) and (c) below upon his/her subsequent Separation from Service (of this paragraph 5, and as defined a result of any accelerated vesting of Xxxxx’x options to acquire shares of the Corporation, and shall further pay to Xxxxx on a “grossed-up” basis all additional federal and state income taxes and Excise Taxes payable by Xxxxx as a result of the payments provided in Code Section 409A and this subparagraph 5(d), so that the regulations thereunder) within twentynet after-four (24) months following such Change in Control, except in the event that Executive’s voluntary resignation tax amount received by Xxxxx pursuant to this paragraph 5 is not for “good reason” or his/her involuntary termination is “for cause” (as subsequently addressed herein): (a) Executive shall receive as severance pay or liquidated damages, or both, an amount equal to two times the sum of: (iamount that Xxxxx would have received if no Excise Taxes had been imposed on income received by or imputed to him by reason of the payments or stock grant pursuant to this paragraph 5 or by reason of accelerated vesting of Xxxxx’x options. All amounts payable to Xxxxx pursuant to this subparagraph 5(d) shall be paid by the highest annual rate end of Base Salary paid to Executive at any time under this Agreement, and (ii) the greater of (x) the average annual cash bonus paid to Executive with respect to the three completed fiscal years prior to the termination, or (y) the cash bonus paid to Executive with respect to the fiscal his taxable year ended prior to the termination; provided however, that in no event shall total severance compensation from all sources equal or exceed three times Executive’s average annual compensation over the five fiscal years preceding the fiscal next following his taxable year in which the Separation from Service occurs (for purposes of this provision and only for purposes of this provision, compensation shall mean any payment of money or provision of any other thing of value in consideration of employment, including, without limitation, Base Salary, commissions, bonuses, pension and profit sharing plans, severance payments, retirement, director or committee fees, fringe benefits, and the payment of expense items without accountability or business purpose or that do not meet the IRS requirement for deductibility by the Bank). Such payments, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. In the event of Executive’s death, the foregoing severance/liquidated damages payment(s) payable upon a qualifying Change in Control, shall be made to Executive’s surviving spouse, or if no surviving spouse, to his estate. In the event that the Company or the Bank enters into an agreement that would cause a Change in Control of the Bank, and Executive dies after such agreement is executed but prior to consummation of the Change in Control, which payments shall commence upon, and shall be contingent upon, the actual consummation of the Change in Control. The present value of the payment required hereunder, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. For these purposes, present value shall be determined using the applicable federal rate under Code Section 1274(d). (b) Upon the occurrence of a Change in Control followed by the Executive’s Separation from Service within twenty-four (24) months following such Change in Control, unless such Separation from Service is “for cause”, or Executive’s resignation is not for “good reason”, as such terms related taxes are defined herein, the Bank will continue, at the Bank’s expense, life, health and disability insurance coverage substantially identical remitted to the coverage maintained by the Bank for Executive prior to the Change in Control, except to the extent such coverage is changed in its application to all employees of the Bank. Such coverage shall cease twelve (12) months from the date of Executive’s Separation from Servicetaxing authority. (c) The term “for cause” shall mean, for purposes of this Agreement only, the following: involuntary termination of the Executive’s employment by a vote of at least a majority of the entire membership of the Board because of Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, the willful commission of any act that in the judgment of the Board would likely cause substantial economic damage to the Bank or the Company or substantial injury to the business reputation of the Bank or the Company, or material breach of any provision of this Agreement. The Bank may not terminate Executive’s employment “for cause” under this Agreement unless (1) the Bank shall have first provided Executive with written notice of the intended termination and the reason for such termination (“breach”) and (2) if such breach is susceptible to cure or remedy, a period of thirty (30) days shall have elapsed between the delivery of such notice and the termination of Executive’s employment without the Executive having, in the reasonable opinion of the Bank, effectively cured or remedied such breach.

Change in Control Benefits. No benefit shall be payable under this Agreement unless Executive is terminated due to a Change in ControlDuring the Term, as set forth above. If any of the events described in Section 1 hereof constituting a Change in Control shall have occurred, Executive shall be entitled to the following benefits provided for in sub-paragraphs (a), (b) and (c) below if upon his/her subsequent Separation from Service (as defined in Code Section 409A and the regulations thereunder) or within twenty-four (24) months following such after a Change in Control, except Executive’s employment is terminated by the Company without Cause or Executive terminates his employment for Good Reason, then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary and his target bonus for the calendar year of termination, prorated for the number of days actually employed in the event that Executive’s voluntary resignation is not for “good reason” or his/her involuntary termination is “for cause” (as subsequently addressed herein):then current calendar year, to the extent unpaid on the Date of Termination. In addition, (ai) all stock options and other stock-based awards with time-based vesting held by Executive shall receive as severance immediately accelerate and become fully exercisable or nonforfeitable; (ii) all stock options and other stock-based awards with performance-based vesting held by Executive shall become exercisable or nonforfeitable to the extent provided in the applicable award agreements; (iii) the Company shall pay or liquidated damages, or both, Executive a lump sum in cash in an amount equal to two three (3) times the sum of: (i) the highest annual rate of Base Salary paid to Executive at any time under this Agreement, and (ii) the greater of (x) the average his annual cash bonus paid to Executive with respect to the three completed fiscal years prior to the termination, or Base Salary under Subparagraph 3(a) (y) the cash bonus paid to Executive with respect to the fiscal year ended prior to the termination; provided however, that in no event shall total severance compensation from all sources equal or exceed three times Executive’s average annual compensation over the five fiscal years preceding the fiscal year in which the Separation from Service occurs (for purposes of this provision and only for purposes of this provision, compensation shall mean any payment of money or provision of any other thing of value in consideration of employment, including, without limitation, Base Salary, commissions, bonuses, pension and profit sharing plans, severance payments, retirement, director or committee fees, fringe benefits, and the payment of expense items without accountability or business purpose or that do not meet the IRS requirement for deductibility by the Bank). Such payments, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. In the event of Executive’s death, the foregoing severance/liquidated damages payment(s) payable upon a qualifying Change in Control, shall be made to Executive’s surviving spouse, or if no surviving spouse, to his estate. In the event that the Company or the Bank enters into an agreement that would cause a Change in Control of the Bank, and Executive dies after such agreement is executed but prior to consummation of the Change in Control, which payments shall commence upon, and shall be contingent upon, the actual consummation of the Change in Control. The present value of the payment required hereunder, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. For these purposes, present value shall be determined using the applicable federal rate under Code Section 1274(d). (b) Upon the occurrence of a Change in Control followed by the Executive’s Separation from Service within twenty-four (24) months following such Change in Control, unless such Separation from Service is “for cause”, or Executive’s resignation is not for “good reason”, as such terms are defined herein, the Bank will continue, at the Bank’s expense, life, health and disability insurance coverage substantially identical to the coverage maintained by the Bank for Executive Base Salary in effect immediately prior to the Change in Control, except if higher) and (y) Executive’s average annual cash bonus under Subparagraph 3(b) received with respect to the extent such coverage is changed three (3) calendar years preceding the Change in its application to all employees Control, with the bonus in respect of the Bankcalendar year immediately preceding the Change in Control being deemed the target bonus for such year if the Change in Control occurs before the bonus in respect of such calendar year has been paid (or, if greater than such three-year average bonus, Executive’s target bonus under Paragraph 3(b) hereof). Such coverage amount shall cease twelve (12) months from be paid in one lump sum payment on the date Date of Executive’s Separation from Service. (c) The term “for cause” shall meanTermination; provided, for purposes of this Agreement onlyhowever, that if the following: involuntary termination of the Executive’s employment by Change in Control does not constitute a vote of at least a majority of the entire membership of the Board because of Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, the willful commission of any act that change in the judgment ownership or effective control of the Board would likely cause substantial economic damage to the Bank or the Company or substantial injury to the business reputation of the Bank or the Company, or material breach in the ownership of any provision a substantial portion of this Agreement. The Bank may not terminate Executive’s employment “for cause” the assets of the Company, within the meaning of Section 409A of the Code, the amount of cash severance payable under this Agreement unless Subparagraph equal to the Severance Amount under Subparagraph 8(e)(iii)(A) shall be paid in equal installments in accordance with the Company’s then payroll practice over a twenty-four (124) month period beginning with the Bank shall have first provided Executive with written notice of the intended termination and the reason for such termination (“breach”) and (2) if such breach is susceptible to cure or remedy, a period of payroll date that occurs thirty (30) days shall have elapsed between after the delivery Date of such notice Termination, and the termination balance shall be paid in a lump sum payment on the Date of Termination. Solely for purposes of Section 409A of the Code, each installment payment is considered a separate payment; (iv) for a period of thirty-six (36) months following the Date of Termination or until Executive becomes covered under a group health plan of another employer, whichever is earlier, subject to Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, Executive, 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 (x) the continuation of health benefits under this Subparagraph shall reduce and count against the rights of Executive, Executive’s spouse and dependents under COBRA, and (y) the value of premiums paid by the Company shall be reported as taxable income to Executive to the extent required by applicable law in order for the benefits received by Executive’s spouse and dependents to be non-taxable or to avoid imposition of penalty taxes on the Company pursuant to the Patient Protection and Affordable Care Act; provided, further, however, if the applicable 36-month period exceeds Executive’s (or his spouse’s or dependent’s) maximum health continuation period under COBRA, the Company shall pay to Executive a monthly cash payment in an amount equal to the monthly employer contribution paid by the Company during Executive’s COBRA health continuation period for the remainder of the applicable 36-month period. For the avoidance of doubt, the value of any such monthly cash payments paid by the Company upon expiration of Executive’s employment without (or his spouse’s or dependent’s) COBRA health continuation period shall be reported as taxable income to Executive; and (v) the Company shall reimburse Executive havingfor financial counseling, in tax preparation assistance and out-placement counseling for thirty-six (36) months after the reasonable opinion Date of the Bank, effectively cured or remedied such breachTermination.

Change in Control Benefits. No benefit shall be payable under this Agreement unless Executive The date on which the Employee’s employment with the Company and its Affiliates terminates for any reason is terminated referred to as the “Termination Date”. If the Termination Date occurs due to a Change the Employee’s termination by the Company or its Affiliates without Cause or due to the Employee’s resignation for Good Reason in Control, as set forth above. If any of either case on or within two (2) years after the events described in Section 1 hereof constituting a Change in Control shall have occurredDate, Executive shall be entitled then, subject to any limitation imposed under applicable law and subject to the following benefits provided for conditions set forth in sub-paragraphs Section 5 of this Agreement (aexcept that the terms and conditions of Section 5 shall not apply with respect to the Accrued Amounts as defined below), and so long as the Employee complies with his or her obligations pursuant to Sections 4(a) and (b) of this Agreement, the Company shall pay to the Employee the following (subject to applicable withholding and (c) below upon his/her subsequent Separation from Service (as defined in Code Section 409A and the regulations thereunder) within twenty-four (24) months following such Change in Control, except in the event that Executive’s voluntary resignation is not for “good reason” or his/her involuntary termination is “for cause” (as subsequently addressed hereindeductions): (a) Executive shall receive in a cash lump sum payment within ten (10) days of the Termination Date, the Employee’s (i) unpaid base salary earned through the Termination Date and (i) accrued and unpaid vacation as severance pay or liquidated damagesof the Termination Date; (b) in a cash lump sum payment at such time as it would have been paid if the Termination Date had not occurred, or bothany cash incentive compensation earned as of the Termination Date in respect of the prior fiscal year which has not been paid as of the Termination Date (collectively such unpaid base salary, accrued vacation and earned incentive compensation, the “Accrued Amounts”); (c) in a cash lump sum payment an amount equal to (i) two and a half (2.5) times the Employee’s base salary as in effect on the Termination Date; plus (ii) an amount equal to two and a half (2.5) times the sum of: (i) the highest annual rate of Base Salary paid to Executive at any time under this Agreement, and (ii) the greater of (x) the average Employee’s annual cash bonus paid to Executive with respect incentive payment payable to the three completed fiscal years prior to the termination, or (y) the cash bonus paid to Executive with respect to the fiscal year ended prior to the termination; provided however, that in no event shall total severance compensation from all sources equal or exceed three times Executive’s average annual compensation over the five fiscal years preceding Employee based on performance at target levels of performance for the fiscal year in which the Separation from Service occurs Termination Date occurs, which payment shall be paid to the Employee on the first payroll period occurring on or after the expiration of the Severance Delay Period (as defined in Section 5 below); (d) a pro rata annual cash incentive bonus based on the number of full calendar months elapsed in the fiscal year of termination and actual performance for purposes such fiscal year, which amount shall be paid at such time as it would have been paid if the Termination Date had not occurred (or, if later, upon expiration of the Severance Delay Period); (i) any and all unvested and unexercised stock options held by the Employee as of the Change in Control Date and outstanding as of the Termination Date shall become fully vested and exercisable as of the Change in Control Date, and (ii) all restrictions shall lapse on, and the Employee shall become fully vested in all rights to, restricted stock, restricted stock units and performance shares or units (at target level of performance unless a greater or lesser level of performance is provided for in the award agreement evidencing the award of such performance shares or units in connection with or based on the Change in Control) granted to the Employee under any Equity Plan as of the Change in Control Date and outstanding as of the Termination Date; provided, however, that notwithstanding the foregoing, the vesting of equity awards under this provision and only for purposes of this provisionSection 2(e) shall not alter any previously elected payment schedule made by the Employee under a valid deferral election form, compensation which election form shall mean any continue to govern the payment of money such award.; and (f) on first payroll period occurring on or provision after the expiration of the Severance Delay Period, a lump sum amount equal to $87,500 (the “Change in Control COBRA Amount”) that the Employee may use to procure group health plan coverage for the Employee and his or her eligible dependents or otherwise. If the Employee desires to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), it shall be the sole responsibility of the Employee (and/or other family members who are qualified beneficiaries, as described in the COBRA election notice, and who desire COBRA continuation coverage) to timely elect COBRA continuation coverage and timely make all applicable premium payments therefore. The Employee acknowledges that the Change in Control COBRA Amount is taxable to the Employee and that the payment of the Change in Control COBRA Amount shall only be made to the extent that the payment of the Change in Control COBRA Amount would not result in any excise taxes on the Company or any of its Affiliates for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) (collectively, such laws, the “PPACA”). Should the Company be unable to pay the Change in Control COBRA Amount without triggering an excise tax under the PPACA, the Company and the Employee shall use reasonable efforts to provide a benefit to the Employee which represents the economic equivalent of the Change in Control COBRA Amount and which does not result in an excise tax on the Company or any of its Affiliates under the PPACA, which benefit shall be paid in a lump sum. (g) If the Termination Date occurs as a result of termination by the Company or any of its Affiliates for Cause, or on account of the Employee’s death or Disability, or resignation for other thing than Good Reason, the Company shall be under no obligation to make any payments to the Employee under this Agreement other than to provide the Accrued Amounts; provided, however, that with respect to a termination for Cause, the Company may withhold any compensation due to the Employee as a partial offset against any damages suffered by the Company and/or any of value in consideration its Affiliates as a result of the Employee’s actions. In addition, regardless of the reason for termination of employment, the Employee agrees, upon demand by the Company, to return promptly to the Company any compensation, or other benefits paid, or targeted to be paid, to the Employee under the circumstances set forth in Section 7 below. (h) In the event any payments or benefits otherwise payable to the Employee, whether or not pursuant to this Agreement, (1) constitute “parachute payments” within the meaning of Section 280G of the Code, and (2) but for this Section 2(c), would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits will be either (x) delivered in full, or (y) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by the Employee on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code. Unless the Company and the Employee otherwise agree in writing, any determination required under this Section 2(h) will be made in good faith by the Company, whose determination will be conclusive and binding upon the Employee and the Company for all purposes absent manifest error, and the Company shall provide the Employee with the data and analysis supporting such determination. For purposes of making the calculations required by this paragraph, the Company (i) may make reasonable assumptions and approximations concerning applicable taxes, (ii) may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and (iii) shall take into account a “reasonable compensation” (within the meaning of Q&A-9 and Q&A-40 to Q&A 44 of the final regulations under Section 280G of the Code) analysis of the value of services provided or to be provided by the Employee, including any agreement by the Employee (if applicable) to refrain from performing services pursuant to a covenant not to compete or similar covenant applicable to the Employee that may then be in effect (including, without limitation, Base Salary, commissions, bonuses, pension and profit sharing plans, severance payments, retirement, director or committee fees, fringe benefits, and the payment those contemplated by Section 4 of expense items without accountability or business purpose or that do not meet the IRS requirement for deductibility by the Bankthis Agreement). Such paymentsThe Employee agrees to furnish to the Company such information and documents as the Company may reasonably request in order to make a determination under this provision. To the extent such aggregate parachute payment amounts are required to be so reduced, less applicable withholdingsthe parachute payment amounts due to the Employee (but no non-parachute payment amounts) shall be reduced in the following order: (i) the parachute payments that are payable in cash shall be reduced (if necessary, to zero) with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity, valued at full value (rather than accelerated value) (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) shall be reduced in each case in reverse order beginning with payments or benefits which are to be paid the furthest in time; and (iii) all other non-cash benefits not otherwise described in clause (ii) of this Section 2(h) reduced last. In applying these principles, any reduction or elimination of the payments shall be made in accordance a manner consistent with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year requirements of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. In the event of Executive’s death, the foregoing severance/liquidated damages payment(s) payable upon reduced on a qualifying Change in Control, shall be made to Executive’s surviving spouse, or if no surviving spouse, to his estate. In the event that the Company or the Bank enters into an agreement that would cause a Change in Control of the Bank, and Executive dies after such agreement is executed pro rata basis but prior to consummation of the Change in Control, which payments shall commence upon, and shall be contingent upon, the actual consummation of the Change in Control. The present value of the payment required hereunder, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. For these purposes, present value shall be determined using the applicable federal rate under Code Section 1274(d)not below zero. (b) Upon the occurrence of a Change in Control followed by the Executive’s Separation from Service within twenty-four (24) months following such Change in Control, unless such Separation from Service is “for cause”, or Executive’s resignation is not for “good reason”, as such terms are defined herein, the Bank will continue, at the Bank’s expense, life, health and disability insurance coverage substantially identical to the coverage maintained by the Bank for Executive prior to the Change in Control, except to the extent such coverage is changed in its application to all employees of the Bank. Such coverage shall cease twelve (12) months from the date of Executive’s Separation from Service. (c) The term “for cause” shall mean, for purposes of this Agreement only, the following: involuntary termination of the Executive’s employment by a vote of at least a majority of the entire membership of the Board because of Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, the willful commission of any act that in the judgment of the Board would likely cause substantial economic damage to the Bank or the Company or substantial injury to the business reputation of the Bank or the Company, or material breach of any provision of this Agreement. The Bank may not terminate Executive’s employment “for cause” under this Agreement unless (1) the Bank shall have first provided Executive with written notice of the intended termination and the reason for such termination (“breach”) and (2) if such breach is susceptible to cure or remedy, a period of thirty (30) days shall have elapsed between the delivery of such notice and the termination of Executive’s employment without the Executive having, in the reasonable opinion of the Bank, effectively cured or remedied such breach.

Change in Control Benefits. No benefit shall be payable under this Agreement unless Executive is terminated due to During the Term, if upon or within twelve (12) months after a Change in Control, as set forth above. If any Employee’s employment is terminated by the Company without Cause or Employee terminates his employment for Good Reason, then the Company shall, through the Date of Termination, pay Employee his accrued and unpaid Base Salary and his target bonus for the events described calendar year of termination, prorated for the number of days actually employed in Section 1 hereof constituting a Change in Control shall have occurredthe then current calendar year, Executive shall be entitled to the following benefits provided for in sub-paragraphs (a), (b) and (c) below upon his/her subsequent Separation from Service (as defined in Code Section 409A and extent unpaid on the regulations thereunder) within twenty-four (24) months following such Change in Control, except in the event that Executive’s voluntary resignation is not for “good reason” or his/her involuntary termination is “for cause” (as subsequently addressed herein):Date of Termination. In addition, (ai) Executive the Company shall receive as severance pay or liquidated damages, or both, Employee a lump sum in cash in an amount equal to two (2) times the sum of: (i) the highest annual rate of Base Salary paid to Executive at any time under this Agreement, and (ii) the greater of (x) the average his annual cash bonus paid to Executive with respect to the three completed fiscal years prior to the termination, Base Salary under Subparagraph 3(a) (or (y) the cash bonus paid to Executive with respect to the fiscal year ended prior to the termination; provided however, that Employee’s Base Salary in no event shall total severance compensation from all sources equal or exceed three times Executive’s average annual compensation over the five fiscal years preceding the fiscal year in which the Separation from Service occurs (for purposes of this provision and only for purposes of this provision, compensation shall mean any payment of money or provision of any other thing of value in consideration of employment, including, without limitation, Base Salary, commissions, bonuses, pension and profit sharing plans, severance payments, retirement, director or committee fees, fringe benefits, and the payment of expense items without accountability or business purpose or that do not meet the IRS requirement for deductibility by the Bank). Such payments, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. In the event of Executive’s death, the foregoing severance/liquidated damages payment(s) payable upon a qualifying Change in Control, shall be made to Executive’s surviving spouse, or if no surviving spouse, to his estate. In the event that the Company or the Bank enters into an agreement that would cause a Change in Control of the Bank, and Executive dies after such agreement is executed but prior to consummation of the Change in Control, which payments shall commence upon, and shall be contingent upon, the actual consummation of the Change in Control. The present value of the payment required hereunder, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. For these purposes, present value shall be determined using the applicable federal rate under Code Section 1274(d). (b) Upon the occurrence of a Change in Control followed by the Executive’s Separation from Service within twenty-four (24) months following such Change in Control, unless such Separation from Service is “for cause”, or Executive’s resignation is not for “good reason”, as such terms are defined herein, the Bank will continue, at the Bank’s expense, life, health and disability insurance coverage substantially identical to the coverage maintained by the Bank for Executive effect immediately prior to the Change in Control, except if higher) and (y) Employee’s average annual cash bonus under Subparagraph 3(b) received with respect to the extent three (3) calendar years preceding the Change in Control, or the average of such coverage is changed bonus over the number of calendar years preceding the Change in its application to all employees Control in respect of which such bonus was paid if less than three (3) calendar years. Such amount shall be paid in one lump sum payment on the Date of Termination; provided, however, that if the Change in Control does not constitute a change in the ownership or effective control of the BankCompany, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code, the amount of cash severance payable under this Subparagraph equal to the Severance Amount under Subparagraph 8(e)(iii)(A) shall be paid in equal installments in accordance with the Company’s then payroll practice over a twelve (12) month period beginning with the first payroll date that occurs thirty (30) days after the Date of Termination, and the balance shall be paid in a lump sum payment on the Date of Termination. Such coverage shall cease Solely for purposes of Section 409A of the Code, each installment payment is considered a separate payment; (ii) for a period of twelve (12) months from following the date Date of ExecutiveTermination or until Employee becomes covered under a group health plan of another employer, whichever is earlier, subject to Employee’s Separation from Service.continued copayment of premium amounts in amounts consistent with that applicable to active employees, Employee, Employee’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 (x) the continuation of health benefits under this Subparagraph shall reduce and count against the rights of Employee, Employee’s spouse and dependents under COBRA, and (y) the value of premiums paid by the Company shall be reported as taxable income to Employee to the extent required by applicable law in order for the benefits received by Employee’s spouse and dependents to be non-taxable or to avoid imposition of penalty taxes on the Company pursuant to the Patient Protection and Affordable Care Act; and (ciii) The term “for cause” shall mean, for purposes of this Agreement only, the following: involuntary termination of the Executive’s employment by a vote of at least a majority of the entire membership of the Board because of Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, the willful commission of any act that in the judgment of the Board would likely cause substantial economic damage to the Bank or the Company or substantial injury to shall reimburse Employee for financial counseling, tax preparation assistance and out-placement counseling for twelve (12) months after the business reputation Date of the Bank or the Company, or material breach of any provision of this Agreement. The Bank may not terminate Executive’s employment “for cause” under this Agreement unless (1) the Bank shall have first provided Executive with written notice of the intended termination and the reason for such termination (“breach”) and (2) if such breach is susceptible to cure or remedy, a period of thirty (30) days shall have elapsed between the delivery of such notice and the termination of Executive’s employment without the Executive having, in the reasonable opinion of the Bank, effectively cured or remedied such breachTermination.

Change in Control Benefits. No benefit shall be payable under this Agreement unless Executive is terminated due to a Change in Control, as set forth above. If any of the events described in Section 1 hereof constituting a The Change in Control shall have occurred, Executive benefits that Employee shall be entitled to receive in accordance with the provisions hereof are as follows: (a) Employee shall receive his Base Salary for a three (3) year period following termination of employment pursuant to Section 7.2(d) below. Such Base Salary shall be paid periodically at the same frequency as prior to the termination of employment, subject to applicable withholding for taxes and other proper charges. (b) CSB or Bank shall provide to Employee continued coverage for one (1) year following termination pursuant to Section 7.2(d) below under a health plan with benefits provided for the same or similar to those Employee had with CSB and/or Bank prior to the Change in sub-paragraphs Control. (c) Any outstanding stock options shall immediately vest and become exercisable in accordance with their terms. (d) Notwithstanding any other provision of this Agreement, no Change in Control benefits under subsections (a), (b) ), and (c) below upon his/her subsequent Separation from Service (as defined in Code Section 409A will be payable unless and the regulations thereunder) within twenty-four (24) months following such Change in Control, except in the event that Executiveuntil Employee’s voluntary resignation employment is not for “good reason” or his/her involuntary termination is “for cause” (as subsequently addressed herein): (a) Executive shall receive as severance pay or liquidated damages, or both, an amount equal to two times the sum ofterminated: (i) the highest annual rate of Base Salary paid to Executive at any time under this Agreement, and by CSB or Bank within ninety (ii90) the greater of (x) the average annual cash bonus paid to Executive with respect to the three completed fiscal years days prior to the termination, or (y) the cash bonus paid to Executive with respect to the fiscal year ended prior to the termination; provided however, that in no event shall total severance compensation from all sources equal or exceed three times Executive’s average annual compensation over the five fiscal years preceding the fiscal year in which the Separation from Service occurs (for purposes of this provision and only for purposes of this provision, compensation shall mean any payment of money or provision of any other thing of value in consideration of employment, including, without limitation, Base Salary, commissions, bonuses, pension and profit sharing plans, severance payments, retirement, director or committee fees, fringe benefits, and the payment of expense items without accountability or business purpose or that do not meet the IRS requirement for deductibility by the Bank). Such payments, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. In the event of Executive’s death, the foregoing severance/liquidated damages payment(s) payable upon a qualifying Change in Control, shall be made to Executive’s surviving spouse, or if no surviving spouse, to his estate. In the event that the Company or the Bank enters into an agreement that would cause a Change in Control of the Bank, and Executive dies after such agreement is executed but prior to consummation of the Change in Control, which payments shall commence upon, and shall be contingent upon, the actual consummation of the Change in Control. The present value of the payment required hereunder, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. For these purposes, present value shall be determined using the applicable federal rate under Code Section 1274(d). (b) Upon the occurrence of a Change in Control followed by the Executive’s Separation from Service within twenty-four (24) months or at any time following such Change in Control, unless such Separation from Service is “for cause”, or Executive’s resignation is not for “good reason”, as such terms are defined herein, the Bank will continue, at the Bank’s expense, life, health and disability insurance coverage substantially identical to the coverage maintained by the Bank for Executive prior to the Change in Control, except for Cause; (ii) by Employee: (a) for Good Reason within ninety (90) days prior to the extent such coverage is changed occurrence of a Change in its application Control (except where the changes constituting “Good Reason” otherwise constitute Cause) or (b) for Good Reason at any time subsequent to all employees the occurrence of the BankChange in Control; or (iii) by Employee for any reason or no reason during a period commencing 180 days following the occurrence of a Change in Control and ending 210 days following the occurrence of a Change in Control. Such coverage For purposes of this Agreement, “Good Reason” shall cease twelve be defined as a reduction in the compensation or benefits of Employee, or change or reduction in title or responsibilities of Employee, from those in effect during the period commencing ninety (1290) months days prior to the occurrence of a Change in Control, or reassignment of Employee to a position requiring travel more than ten (10) miles from the date current headquarters office of Executive’s Separation from ServiceBank. (ce) The term “for cause” Anything to the contrary herein notwithstanding, no Change in Control benefits shall meanbe payable to Employee under this Section 7 in the event that a Change in Control occurs as a result of negotiations initiated by the Employee with third parties, for purposes of this Agreement only, the followingunless such negotiations and parties are: involuntary termination of the Executive’s employment (i) authorized or approved in advance by a vote of at least a majority of the entire membership of the Board because of Executive’s personal dishonesty, incompetence, willful misconduct, any breach Directors of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, ruleCSB, or regulation (other than traffic violations or similar offensesii) or final cease-and-desist order, the willful commission of any act that in the judgment of ratified and approved subsequent thereto by the Board would likely cause substantial economic damage to the Bank or the Company or substantial injury to the business reputation of the Bank or the Company, or material breach Directors of any provision of this Agreement. The Bank may not terminate Executive’s employment “for cause” under this Agreement unless (1) the Bank shall have first provided Executive with written notice of the intended termination and the reason for such termination (“breach”) and (2) if such breach is susceptible to cure or remedy, a period of thirty (30) days shall have elapsed between the delivery of such notice and the termination of Executive’s employment without the Executive having, in the reasonable opinion of the Bank, effectively cured or remedied such breachCSB.

Change in Control Benefits. No benefit shall be payable under this Agreement unless Executive is terminated due to a Change in Control, as set forth above. If any of the events described in Section 1 hereof constituting a Change in Control shall have occurred, Executive shall be entitled to the following benefits provided for in sub-paragraphs (a), (b) and (c) below upon his/her subsequent Separation from Service (as defined in Code Section 409A and the regulations thereunder) within twenty-four (24) months following such Change in Control, except in the event that Executive’s voluntary resignation is not for “good reason” or his/her involuntary termination is “for cause” (as subsequently addressed herein): (a) Executive shall receive as severance pay or liquidated damages, or both, an amount equal to two times the sum of: (i) the highest annual rate of Base Salary paid to Executive at any time under this Agreement, and (ii) the greater of (x) the average annual cash bonus paid to Executive with respect to the three completed fiscal years prior to the termination, or (y) the cash bonus paid to Executive with respect to the fiscal year ended prior to the termination; provided however, that in no event shall total severance compensation from all sources equal or exceed three times Executive’s average annual compensation over the five fiscal years preceding the fiscal year in which the Separation from Service occurs (for purposes of this provision and only for purposes of this provision, compensation shall mean any payment of money or provision of any other thing of value in consideration of employment, including, without limitation, Base Salary, commissions, bonuses, pension and profit sharing plans, severance payments, retirement, director or committee fees, fringe benefits, and the payment of expense items without accountability or business purpose or that do not meet the IRS requirement for deductibility by the Bank). Such payments, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. In the event of Executive’s death, the foregoing severance/liquidated damages payment(s) payable upon a qualifying Change in Control, shall be made to Executive’s surviving spouse, or if no surviving spouse, to his estate. In the event that the Company or the Bank enters into an agreement that would cause a Change in Control of the Bank, and Executive dies after such agreement is executed but prior to consummation of the Change in Control, which payments shall commence upon, and shall be contingent upon, the actual consummation of the Change in Control. The present value of the payment required hereunder, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. For these purposes, present value shall be determined using the applicable federal rate under Code Section 1274(d). (b) Upon the occurrence of a Change in Control followed by Control, Executive shall receive: (i) a lump sum cash payment equal to 2.99 times the Executive’s Separation from Service “Base Amount” as defined in Section 280G of the Internal Revenue Code, subject to applicable withholding taxes, payable in a single lump sum payment on the effective date of or within twenty-four ten (2410) months calendar days following such the Change in Control and (ii) (it in the event the Executive’s employment is also terminated at the effective date of or within three years following the Change in Control, unless such Separation from Service is “for cause”, or Executive’s resignation is not for “good reason”, as such terms are defined herein, the Bank will continuecontinue to provide Executive and the Executive’s dependents with life insurance, at the Bank’s expensenon-taxable medical, lifevision, health and disability insurance dental coverage substantially identical comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive prior to the Change in Control, except to the extent such coverage is changed in its application to all employees Executive’s termination of the Bankemployment. Such coverage shall cease twelve upon the expiration of thirty-six (1236) full calendar months from the date of after Executive’s Separation from Servicetermination. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of benefits (or the remainder of such amount) that Executive is no longer permitted to receive in kind. Such lump sum payment shall be required to be made within ten (10) days following Executive’s termination of employment or, if later, the determination that the payment or provision of such benefits would subject the Bank to excise taxes or penalties, whichever is later. (cb) Executive shall not have the right to receive termination benefits pursuant to Section 3 hereof upon termination for Cause. The term “for causeCause” shall mean, for purposes : (i) a material act of this Agreement only, the following: involuntary termination dishonesty in performing Executive’s duties on behalf of the Executive’s employment by a vote Bank or incompetence in the performance of at least a majority of such duties; (ii) willful misconduct that in the entire membership judgment of the Board because will likely cause economic damage to the Bank or injury to the business reputation of Executive’s personal dishonesty, incompetence, willful misconduct, any the Bank; (iii) a breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, ; (iv) the willful violation of any law, rule, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order, the willful commission of any act that in the judgment of the Board would likely cause substantial economic damage to the Bank ; or the Company or substantial injury to the business reputation of the Bank or the Company, or (vi) material breach by Executive of any provision of this Agreement. The Bank may not terminate Executive’s employment “for cause” under this Agreement unless (1) the Bank shall have first provided Executive with written notice of the intended termination and the reason for such termination (“breach”) and (2) if such breach is susceptible to cure or remedy, a period of thirty (30) days shall have elapsed between the delivery of such notice and the termination of Executive’s employment without the Executive having, in the reasonable opinion of the Bank, effectively cured or remedied such breach.

Change in Control Benefits. No benefit shall be payable under this Agreement unless Executive is terminated due to a Change in ControlDuring the Term, as set forth above. If any of the events described in Section 1 hereof constituting a Change in Control shall have occurred, Executive shall be entitled to the following benefits provided for in sub-paragraphs (a), (b) and (c) below if upon his/her subsequent Separation from Service (as defined in Code Section 409A and the regulations thereunder) or within twenty-four (24) months following such after a Change in Control, except Executive’s employment is terminated by the Company without Cause or Executive terminates his employment for Good Reason, then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary and his target bonus for the calendar year of termination, prorated for the number of days actually employed in the event that Executive’s voluntary resignation is not for “good reason” or his/her involuntary termination is “for cause” (as subsequently addressed herein):then current calendar year, to the extent unpaid on the Date of Termination. In addition, (ai) all stock options and other stock-based awards with time-based vesting held by Executive shall receive as severance immediately accelerate and become fully exercisable or nonforfeitable; (ii) all stock options and other stock-based awards with performance-based vesting held by Executive shall become exercisable or nonforfeitable to the extent provided in the applicable award agreements; (iii) the Company shall pay or liquidated damages, or both, Executive a lump sum in cash in an amount equal to two three (3) times the sum of: (i) the highest annual rate of Base Salary paid to Executive at any time under this Agreement, and (ii) the greater of (x) the average his annual cash bonus paid to Executive with respect to the three completed fiscal years prior to the termination, or Base Salary under Subparagraph 3(a) (y) the cash bonus paid to Executive with respect to the fiscal year ended prior to the termination; provided however, that in no event shall total severance compensation from all sources equal or exceed three times Executive’s average annual compensation over the five fiscal years preceding the fiscal year in which the Separation from Service occurs (for purposes of this provision and only for purposes of this provision, compensation shall mean any payment of money or provision of any other thing of value in consideration of employment, including, without limitation, Base Salary, commissions, bonuses, pension and profit sharing plans, severance payments, retirement, director or committee fees, fringe benefits, and the payment of expense items without accountability or business purpose or that do not meet the IRS requirement for deductibility by the Bank). Such payments, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. In the event of Executive’s death, the foregoing severance/liquidated damages payment(s) payable upon a qualifying Change in Control, shall be made to Executive’s surviving spouse, or if no surviving spouse, to his estate. In the event that the Company or the Bank enters into an agreement that would cause a Change in Control of the Bank, and Executive dies after such agreement is executed but prior to consummation of the Change in Control, which payments shall commence upon, and shall be contingent upon, the actual consummation of the Change in Control. The present value of the payment required hereunder, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. For these purposes, present value shall be determined using the applicable federal rate under Code Section 1274(d). (b) Upon the occurrence of a Change in Control followed by the Executive’s Separation from Service within twenty-four (24) months following such Change in Control, unless such Separation from Service is “for cause”, or Executive’s resignation is not for “good reason”, as such terms are defined herein, the Bank will continue, at the Bank’s expense, life, health and disability insurance coverage substantially identical to the coverage maintained by the Bank for Executive Base Salary in effect immediately prior to the Change in Control, except if higher) and (y) Executive’s average annual cash bonus under Subparagraph 3(b) received with respect to the extent such coverage is changed three (3) calendar years preceding the Change in its application to all employees Control, with the bonus in respect of the Bankcalendar year immediately preceding the Change in Control being deemed the target bonus for such year if the Change in Control occurs before the bonus in respect of such calendar year has been paid (or, if greater than such three-year average bonus, Executive’s target bonus under Paragraph 3(b) hereof). Such coverage amount shall cease twelve (12) months from be paid in one lump sum payment on the date Date of Executive’s Separation from Service. (c) The term “for cause” shall meanTermination; provided, for purposes of this Agreement onlyhowever, that if the following: involuntary termination of the Executive’s employment by Change in Control does not constitute a vote of at least a majority of the entire membership of the Board because of Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, the willful commission of any act that change in the judgment ownership or effective control of the Board would likely cause substantial economic damage to the Bank or the Company or substantial injury to the business reputation of the Bank or the Company, or material breach in the ownership of any provision a substantial portion of this Agreement. The Bank may not terminate Executive’s employment “for cause” the assets of the Company, within the meaning of Section 409A of the Code, the amount of cash severance payable under this Agreement unless Subparagraph equal to the Severance Amount under Subparagraph 8(e)(iii)(A) shall be paid in equal installments in accordance with the Company’s then payroll practice over a twenty-four (124) month period beginning with the Bank shall have first provided Executive with written notice of the intended termination and the reason for such termination (“breach”) and (2) if such breach is susceptible to cure or remedy, a period of payroll date that occurs thirty (30) days shall have elapsed between after the delivery Date of such notice Termination, and the termination balance shall be paid in a lump sum payment on the Date of Termination. Solely for purposes of Section 409A of the Code, each installment payment is considered a separate payment; (iv) for a period of thirty-six (36) months following the Date of Termination or until Executive becomes covered under a group health plan of another employer, whichever is earlier, subject to Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, Executive, 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 (x) the continuation of health benefits under this Subparagraph shall reduce and count against the rights of Executive, Executive’s employment without spouse and dependents under COBRA, and (y) the value of premiums paid by the Company shall be reported as taxable income to Executive havingto the extent required by applicable law in order for the benefits received by Executive’s spouse and dependents to be non-taxable or to avoid imposition of penalty taxes on the Company pursuant to the Patient Protection and Affordable Care Act; and (v) the Company shall reimburse Executive for financial counseling, in tax preparation assistance and out-placement counseling for thirty-six (36) months after the reasonable opinion Date of the Bank, effectively cured or remedied such breachTermination.

Change in Control Benefits. No benefit shall be payable under this Agreement unless Executive is terminated due to a Change in Control, as set forth above. If any Upon the occurrence of the events described in Section 1 hereof constituting a Change in Control followed by the termination of Executive’s employment by the Employer Without Cause, or Executive’s termination of employment With Good Reason, the Employer shall pay Executive the following: (i) a lump-sum cash payment equal to the greater of: (1) the Base Salary and bonuses, in accordance with Sections 4(a) and 4(b), respectively, that would have been paid to Executive had the Change in Control not occurred, plus the value, as calculated by a recognized firm customarily performing such valuation, of any stock options which as of the date of termination have been granted to Executive, but are not exercisable by Executive shall be entitled and the value of restricted stock awards which have been granted to Executive, but in which Executive does not have a nonforfeitable or fully-vested interest as of the following benefits date of termination and all benefits, including health insurance, in accordance with Section 4(d) that would have been provided to Executive for the remaining term of this Agreement had the Change in sub-paragraphs Control not occurred; or (a), 2) three (b3) and (c) below upon his/her subsequent Separation from Service times Executive’s “Average Annual Compensation” (as defined in Code Section 409A and herein) for the regulations thereunderfive (5) most recent taxable years that Executive has been employed by the Employer. Such payment shall be payable within twenty-four thirty (2430) months calendar days following such Change in Control, except in the event that his termination. In determining Executive’s voluntary resignation is not for “good reasonAverage Annual Compensation” or his/her involuntary termination is “for cause” (as subsequently addressed herein): (a) Executive annual compensation shall receive as severance pay or liquidated damages, or both, an amount equal to two times the sum of: (i) the highest annual rate of include Base Salary paid and other taxable income earned by Executive in connection with his employment with the Bank or Holding Company, including but not limited to Executive at any time under this Agreement, and (ii) the greater of (x) the average annual cash bonus paid to Executive with respect amounts related to the three completed fiscal years prior to the terminationgranting, vesting or (y) the cash bonus paid to Executive with respect to the fiscal year ended prior to the termination; provided however, that in no event shall total severance compensation from all sources equal or exceed three times Executive’s average annual compensation over the five fiscal years preceding the fiscal year in which the Separation from Service occurs (for purposes exercise of this provision restricted stock awards and only for purposes of this provision, compensation shall mean any payment of money or provision of any other thing of value in consideration of employment, including, without limitation, Base Salarystock options, commissions, bonuses, pension and and/or profit sharing plansplan contributions or benefits (whether or not taxable), severance payments, retirementretirement payments, director directors or committee fees, fees and fringe benefits, benefits paid or to be paid to Executive in any such year and the payment of any expense items without accountability or business purpose or that do not meet the IRS requirement Internal Revenue Service requirements for deductibility by the Bank). Such payments, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. In the event of Executive’s death, the foregoing severance/liquidated damages payment(s) payable upon a qualifying Change in Control, shall be made to Executive’s surviving spouse, or if no surviving spouse, to his estate. In the event that the Company or the Bank enters into an agreement that would cause a Change in Control of the Bank, and Executive dies after such agreement is executed but prior to consummation of the Change in Control, which payments shall commence upon, and shall be contingent upon, the actual consummation of the Change in Control. The present value of the payment required hereunder, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. For these purposes, present value shall be determined using the applicable federal rate under Code Section 1274(d). (b) Upon the occurrence of a Change in Control followed by the Executive’s Separation from Service within twenty-four (24) months following such Change in Control, unless such Separation from Service is “for cause”, or Executive’s resignation is not for “good reason”, as such terms are defined herein, the Bank will continue, at the Bank’s expense, life, health and disability insurance coverage substantially identical to the coverage maintained by the Bank for Executive prior to the Change in Control, except to the extent such coverage is changed in its application to all employees of the Bank. Such coverage shall cease twelve (12) months from the date of Executive’s Separation from Service. (c) The term “for cause” shall mean, for purposes of this Agreement only, the following: involuntary termination of the Executive’s employment by a vote of at least a majority of the entire membership of the Board because of Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, the willful commission of any act that in the judgment of the Board would likely cause substantial economic damage to the Bank or the Company or substantial injury to the business reputation of the Bank or the Company, or material breach of any provision of this Agreement. The Bank may not terminate Executive’s employment “for cause” under this Agreement unless (1) the Bank shall have first provided Executive with written notice of the intended termination and the reason for such termination (“breach”) and (2) if such breach is susceptible to cure or remedy, a period of thirty (30) days shall have elapsed between the delivery of such notice and the termination of Executive’s employment without the Executive having, in the reasonable opinion of the Bank, effectively cured or remedied such breach.

Change in Control Benefits. No benefit shall be payable under this Agreement unless Executive is terminated due to (a) Upon the occurrence of a Change in Control, as set forth above. If any of the events described in Section 1 hereof constituting a Change in Control Holding Company shall have occurredpay Executive, Executive shall be entitled to the following benefits provided for in sub-paragraphs (a), (b) and (c) below upon his/her subsequent Separation from Service (as defined in Code Section 409A and the regulations thereunder) within twenty-four (24) months following such Change in Control, except or in the event that Executive’s voluntary resignation is not for “good reason” of his subsequent death, his beneficiary or his/her involuntary termination is “for cause” (as subsequently addressed herein): (a) Executive shall receive as severance pay or liquidated damagesbeneficiaries, or bothhis estate, an amount as the case may be, a sum equal to two times the sum of: three (i3) the highest annual rate of Base Salary paid to Executive at any time under this Agreement, and (ii) the greater of (x) the average annual cash bonus paid to Executive with respect to the three completed fiscal years prior to the termination, or (y) the cash bonus paid to Executive with respect to the fiscal year ended prior to the termination; provided however, that in no event shall total severance compensation from all sources equal or exceed three times Executive’s average annual compensation over for the five fiscal three (3) most recent taxable years preceding that Executive has been employed by the fiscal year Holding Company and/or the Institution or such lesser number of years in which the Separation from Service occurs (event that Executive shall have been employed by the Holding Company and/or the Institution for purposes of this provision and only for purposes of this provision, less than three years. Such annual compensation shall mean any payment of money or provision of any other thing of value in consideration of employment, including, without limitation, Base Salaryinclude base salary, commissions, bonuses, any other cash compensation, contributions or accruals on behalf of Executive to any pension and and/or profit sharing plansplan, severance payments, retirementretirement payment, director or committee fees, fees and fringe benefits, benefits paid or to be paid to the Executive in any such year and the payment of any expense items item without accountability or business purpose or that do not meet the IRS requirement Internal Revenue Service requirements for deductibility by the Bank)Holding Company or the Institution. Such payments, less applicable withholdings, payment shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period a lump sum within 60 days following the Executive’s “Separation from Service,” as defined Change in Code Section 409A(a)(2)(A)(iControl. Notwithstanding the preceding sentence, payment pursuant to this paragraph (a) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of shall not commence earlier than January 1, 2012)2008. (b) Notwithstanding the preceding paragraph of this Section 3, then payment of amounts in the event that the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Change in Control Termination Benefits”) would be deemed to include an “excess parachute payment” under Section 280G of the Code or any successor thereto, subject to the excise tax (the “permitted amount” Excise Tax”) imposed under Section 4999 of the Code, the Holding Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive, after deduction of the Excise Tax on the Change in Control Payments and any Federal, state and local income and employment taxes and the Excise Tax upon the Gross-Up payment, shall be delayed until equal to the first day Change in Control Benefits. (i) For purposes of determining whether any of the seventh full month following Executive’s Separation from Service. In Change in Control Benefits will be subject to the event Excise Tax and the amount of Executive’s deathsuch Excise Tax, (A) all of the foregoing severance/liquidated damages payment(sChange in Control Benefits shall be treated as “parachute payments” (within the meaning of Section 280G(b)(2) payable upon a qualifying of the Code) unless, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the Holding Company’s independent auditor (the “Auditor”), such payments or benefits (in whole or in part) should not be treated by the courts as constituting parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, (B) all “excess parachute payments” within the meaning of Section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) should be treated by the courts as representing reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code), or are otherwise not subject to the Excise Tax, and (C) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. All fees and expenses of the Tax Counsel and the Auditor shall be borne solely by the Holding Company. (ii) For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay Federal income tax at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in Federal income taxes which could be obtained from deduction of such state and local taxes, taking into account the reduction in itemized deduction under Section 68 of the Code. (iii) The Gross-Up Payment shall be made upon the payment to the Executive of the Change in Control Benefits unless it is initially determined by the Holding Company or the Tax Counsel that the Change in Control Benefits are not subject to the Excise Tax but after payment of the Change in Control Benefits, it is finally that the Change in Control Benefits are subject to the Excise Tax, in which case it shall be made upon the imposition upon the Executive of the Excise Tax. (iv) The Executive shall notify the Holding Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Holding Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Holding Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which the Executive gives such notice to the Holding Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Holding Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: a. give the Holding Company any information reasonably requested by the Holding Company relating to such claim; b. take such action in connection with contesting such claim as the Holding Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Holding Company and reasonably satisfactory to the Executive; c. cooperate with the Holding Company in good faith in order to effectively contest such claim; and d. permit the Holding Company to control any proceedings relating to such claim as provided below; provided, however, that the Holding Company shall bear and pay directly all costs and expenses (including, but not limited to, additional interest and penalties and related legal, consulting or other similar fees) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for the Excise Tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. (v) The Holding Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Holding Company shall determine; provided, however, that if the Holding Company directs the Executive to pay such claim and xxx for a refund, the Holding Company shall advance the amount of such payment to the Executive and shall indemnify and hold the Executive harmless from the Excise Tax or other tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that if the Executive is required to extend the statute of limitations to enable the Holding Company to contest such claim, the Executive may limit this extension solely to such claim. The Holding Company’ control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. In addition, no position may be taken nor any final resolution be agreed to by the Holding Company without the Executive’s surviving spouse, consent if such position or if no surviving spouse, resolution could reasonably be expected to his estate. adversely affect the Executive (including any other tax position of the Executive unrelated to the matters covered hereby). (vi) In the event that the Company or the Bank enters into an agreement that would cause Executive receives a Change in Control refund of the BankExcise Tax previously paid, the Executive shall repay to the Holding Company, within five (5) business days following the receipt of such refund of the Excise Tax previously paid, the amount of such refund plus any interest received by the Executive from the Internal Revenue Service on the refund, and Executive dies after such agreement is executed but prior an amount equal to consummation of the Change reduction in Control, which payments shall commence upon, and shall be contingent upon, the actual consummation of the Change in Control. The present value of the payment required hereunder, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) Federal, state and Treasury Regulations § 1.409A-1(h)local income tax assuming that the repayment is deductible. If, and ending on after the last payroll period that provides receipt by the Executive of an amount advanced by the Holding Company in connection with one year the Excise Tax claim, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Holding Company does not notify the Executive in writing of severance payments; provided howeverits intent to contest the denial of such refund prior to the expiration of thirty (30) days after such determination, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” advance shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. For these purposes, present value forgiven and shall not be determined using the applicable federal rate under Code Section 1274(d)required to be repaid. (bc) Upon the occurrence of a Change in Control of the Institution or the Holding Company followed at any time during the term of this Agreement by the Executive’s Separation from Service within twenty-four (24) months following such Change in Controldismissal or Voluntary Termination, unless such Separation from Service is “except for cause”, or Executive’s resignation is not a Termination for “good reason”, as such terms are defined hereinCause, the Bank will continue, at the Bank’s expense, life, health Holding Company shall cause to be continued life and disability insurance medical coverage substantially identical equivalent to the coverage maintained by the Bank Institution for Executive prior to the Change in Controlhis severance, except to the extent such coverage is may be changed in its application to all Institution employees of the Bankon a nondiscriminatory basis. Such coverage and payments shall cease twelve upon expiration of thirty-six (1236) full calendar months from following the date Date of Executive’s Separation from Service. (c) The term “for cause” shall mean, for Termination. For the purposes of this Agreement only, the following: involuntary termination of the Executive’s employment by a vote of at least a majority of the entire membership of the Board because of Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, the willful commission of any act that in the judgment of the Board would likely cause substantial economic damage to the Bank or the Company or substantial injury to the business reputation of the Bank or the Company, or material breach of any provision of this Agreement. The Bank may not terminate Executive’s employment “for cause” under this Agreement unless (1) the Bank shall have first provided Executive with written notice of the intended termination and the reason for such termination (“breach”) and (2) if such breach is susceptible to cure or remedy, a period of thirty (30) days shall have elapsed between the delivery of such notice and the termination of Executive’s employment without the Executive having, in the reasonable opinion of the Bank, effectively cured or remedied such breach.Section 3(c):

Change in Control Benefits. No benefit shall be payable under this Agreement unless If the Executive’s employment by the Company is Terminated during the Term by the Executive is terminated due to a Change in Control, as set forth above. If any of the events described in Section 1 hereof constituting a Change in Control shall have occurred, Executive shall be entitled to the following benefits provided for in sub-paragraphs Good Reason within twelve (a), (b) and (c) below upon his/her subsequent Separation from Service (as defined in Code Section 409A and the regulations thereunder) within twenty-four (2412) months following such Change in Control, except in the event that Executive’s voluntary resignation is not for “good reason” or his/her involuntary termination is “for cause” (as subsequently addressed herein): (a) Executive shall receive as severance pay or liquidated damages, or both, an amount equal to two times the sum of: (i) the highest annual rate of Base Salary paid to Executive at any time under this Agreement, and (ii) the greater of (x) the average annual cash bonus paid to Executive with respect to the three completed fiscal years prior to the termination, or (y) the cash bonus paid to Executive with respect to the fiscal year ended prior to the termination; provided however, that in no event shall total severance compensation from all sources equal or exceed three times Executive’s average annual compensation over the five fiscal years preceding the fiscal year in which the Separation from Service occurs (for purposes of this provision and only for purposes of this provision, compensation shall mean any payment of money or provision of any other thing of value in consideration of employment, including, without limitation, Base Salary, commissions, bonuses, pension and profit sharing plans, severance payments, retirement, director or committee fees, fringe benefits, and the payment of expense items without accountability or business purpose or that do not meet the IRS requirement for deductibility by the Bank). Such payments, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. In the event of Executive’s death, the foregoing severance/liquidated damages payment(s) payable upon a qualifying Change in Control, shall be made to Executive’s surviving spouse, or if no surviving spouse, to his estate. In the event that the Company or the Bank enters into an agreement that would cause a Change in Control of the Bank, and Executive dies after such agreement is executed but prior to consummation of the Change in Control, which payments shall commence upon, and shall be contingent upon, the actual consummation of the Change in Control. The present value of the payment required hereunder, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. For these purposes, present value shall be determined using the applicable federal rate under Code Section 1274(d). (b) Upon the occurrence of a Change in Control followed by Control, and contingent on the Executive’s Separation from Service within twenty-four satisfaction of the Release Condition and the Executive’s continued compliance with the Executive’s obligations in Sections 10 and 11 hereof (24) months as well as with any and all other restrictive covenants applicable to the Executive in favor of the Company or its Affiliates), the Company will pay or provide to the Executive the following such payments or benefits (collectively, the “Change in ControlControl Benefits”): (a) the Accrued Benefits, unless such Separation from Service is “for cause”payable as provided in Section 1(a), or Executive’s resignation is not for “good reason”, as such terms are defined herein, the Bank will continue, at the Bank’s expense, life, health and disability insurance coverage substantially identical to the coverage maintained by the Bank for Executive prior to the Change in Control, except to the extent such coverage is changed not previously paid under Section 3; (b) severance payments in its application an aggregate amount equal to all employees of the Bank. Such coverage shall cease twelve (12) 18 months from the date of Executive’s Separation from Service.Base Salary, payable in equal bi-weekly installments in accordance with the Company’s general payroll policies and procedures over a period of 12 months commencing on the later of the Termination Date and the Change In Control Date (such later-of date, the “CIC Commencement Date”), provided that the first such installment will be paid on the Company’s first regularly scheduled payroll date next following the sixtieth (60th) day after the CIC Commencement Date and will include payment of any installments that were otherwise due prior thereto; (c) The term an amount equal to the product of (x) the Target STIP Award and (y) 1.5, payable in one lump sum cash payment within sixty (60) calendar days following the CIC Commencement Date; (d) an amount equal to the Executive’s Pro-Rated STIP Award, payable as provided in Section 3(a)(iv); (e) the Outplacement Services; and (f) the COBRA Subsidy for the lesser of (x) 18 months following the Termination Date, or (y) until the Executive becomes eligible for group health coverage from another employer. To the extent that the payment of any amount under this Section 4 constitutes “for causedeferred compensation” shall mean, for purposes of this Agreement only, the following: involuntary termination of the Executive’s employment by a vote of at least a majority of the entire membership of the Board because of Executive’s personal dishonesty, incompetence, willful misconductCode Section 409A, any breach such payment scheduled to occur during the first sixty (60) calendar days following the CIC Commencement Date will not be paid until the sixtieth (60th) calendar day following the CIC Commencement Date and will include payment of fiduciary duty involving personal profit, intentional failure all amounts that were otherwise scheduled to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, the willful commission of any act that in the judgment of the Board would likely cause substantial economic damage to the Bank or the Company or substantial injury to the business reputation of the Bank or the Company, or material breach of any provision of this Agreement. The Bank may not terminate Executive’s employment “for cause” under this Agreement unless (1) the Bank shall have first provided Executive with written notice of the intended termination and the reason for such termination (“breach”) and (2) if such breach is susceptible to cure or remedy, a period of thirty (30) days shall have elapsed between the delivery of such notice and the termination of Executive’s employment without the Executive having, in the reasonable opinion of the Bank, effectively cured or remedied such breachbe paid prior thereto.

Change in Control Benefits. No benefit A. The Executive shall be payable under this Agreement unless Executive is terminated due receive the change-in-control benefits provided to a Change in Control, as set forth above. If any senior executives of the events described Company generally (it being understood that in Section 1 hereof constituting a lieu of the executive severance agreement provided to other senior executives of the Company, the Executive shall receive the Change in Control Employment Agreement (“CIC Agreement”) entered into simultaneously with this Agreement) under the Company’s compensation plans (including vesting of any equity awards in the manner provided to other senior executives of the Company generally). In addition, anything in this Agreement to the contrary notwithstanding, at all times during the Employment Period and at all times after the Employment Period, in the event it shall have occurredbe determined that any Payment (as defined below) would be subject to the Excise Tax (as defined below), then the Executive shall be entitled to receive an additional payment (the following benefits provided for “Gross-Up Payment”) in sub-paragraphs (a), (b) and (c) below upon his/her subsequent Separation from Service (as defined in Code Section 409A and the regulations thereunder) within twenty-four (24) months following such Change in Control, except in the event that Executive’s voluntary resignation is not for “good reason” or his/her involuntary termination is “for cause” (as subsequently addressed herein): (a) Executive shall receive as severance pay or liquidated damages, or both, an amount equal to two times such that, after payment by the sum of: Executive of all taxes (i) the highest annual rate of Base Salary paid to Executive at and any time under this Agreement, and (ii) the greater of (x) the average annual cash bonus paid to Executive interest or penalties imposed with respect to the three completed fiscal years prior to the termination, or (y) the cash bonus paid to Executive with respect to the fiscal year ended prior to the termination; provided however, that in no event shall total severance compensation from all sources equal or exceed three times Executive’s average annual compensation over the five fiscal years preceding the fiscal year in which the Separation from Service occurs (for purposes of this provision and only for purposes of this provision, compensation shall mean any payment of money or provision of any other thing of value in consideration of employmentsuch taxes), including, without limitation, Base Salaryany income and employment taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, commissionsthe Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 3(b)(xii) shall not be conditioned upon the Executive’s termination of employment. B. Subject to the provisions of Section 3(b)(xii)(C), bonusesall determinations required to be made under this Section 3(b)(xii), pension including whether and profit sharing planswhen a Gross-Up Payment is required, severance payments, retirement, director or committee fees, fringe benefits, the amount of such Gross-Up Payment and the payment of expense items without accountability or business purpose or that do not meet the IRS requirement for deductibility by the Bank). Such payments, less applicable withholdingsassumptions to be utilized in arriving at such determination, shall be made in accordance with by a nationally recognized certified public accounting firm selected by the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following Company and approved by the Executive’s , with such approval not being unreasonably withheld (the “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year within 15 business days of severance payments; provided however, if the receipt of notice from the Executive that there has been a Payment or such earlier time as is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) requested by the Company. All fees and Treasury Regulations § 1.409A-1(i), and if expenses of the amount exceeds Accounting Firm shall be borne solely by the “permitted amount” under such Code Sections (i.e., $500,000Company. Any Gross-Up Payment, as of January 1, 2012determined pursuant to this Section 3(b)(xii), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. In the event of Executive’s death, the foregoing severance/liquidated damages payment(s) payable upon a qualifying Change in Control, shall be made to Executive’s surviving spouse, or if no surviving spouse, to his estate. In the event that paid by the Company or to the Bank enters into an agreement that would cause a Change in Control Executive within 5 days of the Bank, and Executive dies after such agreement is executed but prior to consummation receipt of the Change in Control, which payments shall commence upon, and shall be contingent upon, the actual consummation of the Change in Control. The present value of the payment required hereunder, less applicable withholdings, shall be made in accordance with the Bank’s regular bi-weekly payroll practices, starting on the first payroll period following the Executive’s “Separation from Service,” as defined in Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h), and ending on the last payroll period that provides the Executive with one year of severance payments; provided however, if Executive is a “Specified Employee,” as defined in Code Section 409A (a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i), and if the amount exceeds the “permitted amount” under such Code Sections (i.e., $500,000, as of January 1, 2012), then payment of amounts in excess of the “permitted amount” shall be delayed until the first day of the seventh full month following Executive’s Separation from Service. For these purposes, present value shall be determined using the applicable federal rate under Code Section 1274(d). (b) Upon the occurrence of a Change in Control followed by the Executive’s Separation from Service within twenty-four (24) months following such Change in Control, unless such Separation from Service is “for cause”, or Executive’s resignation is not for “good reason”, as such terms are defined herein, the Bank will continue, at the Bank’s expense, life, health and disability insurance coverage substantially identical to the coverage maintained by the Bank for Executive prior to the Change in Control, except to the extent such coverage is changed in its application to all employees of the Bank. Such coverage shall cease twelve (12) months from the date of Executive’s Separation from Service. (c) The term “for cause” shall mean, for purposes of this Agreement only, the following: involuntary termination of the Executive’s employment by a vote of at least a majority of the entire membership of the Board because of Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, the willful commission of any act that in the judgment of the Board would likely cause substantial economic damage to the Bank or the Company or substantial injury to the business reputation of the Bank or the Company, or material breach of any provision of this Agreement. The Bank may not terminate Executive’s employment “for cause” under this Agreement unless (1) the Bank shall have first provided Executive with written notice of the intended termination and the reason for such termination (“breach”) and (2) if such breach is susceptible to cure or remedy, a period of thirty (30) days shall have elapsed between the delivery of such notice and the termination of Executive’s employment without the Executive having, in the reasonable opinion of the Bank, effectively cured or remedied such breach.Accounting Firm’s