Common use of Change in Control; Involuntary Termination Clause in Contracts

Change in Control; Involuntary Termination. (1) Notwithstanding any provision herein to the contrary, if the Employee's employment under this Agreement is terminated by the Bank, without the Employee's prior written consent and for a reason other than Just Cause, in connection with or within twelve (12) months after a Change in Control, as defined in Section 10(a)(4), the Employee shall be paid the greater of: (i) The total amount payable under Section 8(d) hereof; or (ii) The product of 2.99 times the sum of his base salary in effect as of the date of the Change in Control plus an amount equal to the bonuses received by or payable to the Employee in the calendar year prior to the year in which the Change in Control occurs; and at the Employee's election, either: (A) cash in an amount equal to the cost to the Employee of obtaining all Employee Benefits (as defined in Section 4(a)), medicare supplement insurance (as described in Section 4(b)), professional and club dues, the cost of Employee's continuing legal education requirements, all Automobile Benefits (as defined in Section 4(d)) and other benefits which the Employee would have been eligible to participate in or receive, for a period of 3 years, commencing on the date of termination, or based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination of employment; or (B) continued participation in the Bank benefit plans and programs listed in Section 10(a)(1)(ii)(A) above, but only to the extent the Employee continues to qualify for participation therein, for a period of 3 years, commencing on the date of termination based upon benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination. In elaboration of, but not in limitation of the foregoing, the Employee shall be entitled to receive, in cash, an amount equal to the cost to the Employee of obtaining any benefits he would otherwise have been eligible to receive under the Bank's benefit plans or programs listed in Section 10(a)(1)(ii)(A) above had he continued to accrue service (for vesting and benefit accrual purposes) and compensation under those plans for a period of three (3) years, commencing on the date of termination, if he is not permitted to continue to participate in those plans for the three (3) year period. The Employee shall also be entitled to receive under this Section 10(a)(1)(ii)(B) an amount necessary to provide any cash payments under this Section 10(a)(1)(ii)(B) net of all income and payroll taxes that would not have been payable by the Employee had he been able to continue participation in the benefit plan or program instead of receiving cash in lieu thereof. All amounts shall be paid in one lump sum within ten (10) days of such termination, except to the extent that the Bank is required to permit Employee's continued participation in the Bank benefit plans and programs through the Expiration Date or the three (3) year period, as the case may be, as permitted by their terms. (2) To the extent payments received based on the Employee's termination within 12 months after a Change in Control are considered "excess parachute payments" pursuant to the Code Section 280G, the provisions of "Internal Revenue Code Section 280G Gross-Up" below shall apply. (3) Internal Revenue Code Section 280G Gross-Up.

Change in Control; Involuntary Termination. (1) Notwithstanding any provision herein to the contrary, if the Employee's ’s employment under this Agreement is terminated by the Bank, without the Employee's ’s prior written consent and for a reason other than Just Cause, in connection with or within twelve (12) 12 months after a Change in Control, as defined in Section subsection 10(a)(4), the Employee shall be paid the greater of: (i) The total amount payable under Section subsection 8(d) hereof); or (ii) The product of 2.99 times the sum of of: (A) his base salary in effect as of the date of the Change in Control plus Control; (B) an amount equal to the bonuses received by or payable to the Employee in the calendar year prior to the year in which the Change in Control occurs; and at the Employee's election, either: (AC) cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Bank of invoices, bills or other proof of payment by the Employee) of obtaining all Employee Benefits (all as defined in Section subsection 4(a)) excluding payments under the LTIP which will be made in accordance with the terms and conditions of the LTIP), medicare health insurance premiums for the Employee, his spouse and child living in the Employee’s household, Medicare supplement insurance, life insurance (all as described in Section subsection 4(b)), professional and club dues, the cost of Employee's ’s continuing legal education requirementsrequirements (all as described in subsection 4(c)), all Automobile Benefits (as defined in Section subsection 4(d)) and other benefits which the Employee would otherwise have been eligible to participate in or receive, for a period of 3 yearsthrough the Expiration Date, commencing on the date of termination, or based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of the Employee’s termination of employment; or (B) continued participation in the Bank benefit plans and programs listed in Section 10(a)(1)(ii)(A) above, but only to the extent the Employee continues to qualify for participation therein, for a period of 3 years, commencing on the date of termination based upon benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination. In elaboration of, but not in limitation of the foregoing, the Employee shall be entitled to receive, in cash, an amount equal to the cost to the Employee of obtaining any benefits he would otherwise have been eligible to receive under the Bank's benefit plans or programs listed in Section 10(a)(1)(ii)(A) above had he continued to accrue service (for vesting and benefit accrual purposes) and compensation under those plans for a period of three (3) years, commencing on the date of termination, if he is not permitted to continue to participate in those plans for the three (3) year period. The Employee shall also be entitled to receive under this Section 10(a)(1)(ii)(B) an amount necessary to provide any cash payments received under this Section 10(a)(1)(ii)(Bsubsection 10(a)(ii) net of all income and payroll taxes that would not have been payable by the Employee had he been able to continue continued participation in the benefit plan or program instead of receiving cash in lieu thereof. All amounts shall be paid in one lump sum within ten (10) days of such termination, except to the extent that the Bank is required to permit Employee's continued participation in the Bank benefit plans and programs through the Expiration Date or the three (3) year period, as the case may be, as permitted by their termsreimbursement. (2) To the extent payments received based on the Employee's ’s termination of employment in connection with a Change in Control, or within 12 months after a Change in Control are considered "“excess parachute payments" ” pursuant to the Code Section 280G, the provisions of "“Internal Revenue Code Section 280G Gross-Up" ” below shall apply. (3) Internal Revenue Code Section 280G Gross-Up.

Change in Control; Involuntary Termination. (1) Notwithstanding any provision herein to the contrary, if the Employee's ’s employment under this Agreement is terminated by the Bank, without the Employee's ’s prior written consent and for a reason other than Just Cause, in connection with or within twelve (12) months after a any Change in Control of the Bank or the Company, the Employee shall, subject to paragraph (2) of this Section 10(a), be paid an amount equal to three (3) times the sum of (i) the Employee’s Base Salary provided pursuant to Section 2 hereof, as in effect on the date of such Change in Control, as defined in Section 10(a)(4), the Employee shall be paid the greater of: (i) The total amount payable under Section 8(d) hereof; or and (ii) The product the highest rate of 2.99 times the sum of his base salary in effect as of the date of the Change in Control plus an amount equal to the bonuses received by or payable bonus awarded to the Employee in at any time during the calendar year prior three years. In addition, the Bank shall cause to be continued life insurance, non-taxable medical and dental coverage, and disability coverage substantially identical to the coverage maintained by the Bank for the Employee prior to the year in which the Change in Control occurs; and at the Employee's election, either: (A) cash in an amount equal to the cost to the Employee of obtaining all Employee Benefits (as defined in Section 4(a)), medicare supplement insurance (as described in Section 4(b)), professional and club dues, the cost of Employee's continuing legal education requirements, all Automobile Benefits (as defined in Section 4(d)) and other benefits which the Employee would have been eligible to participate in or receiveher termination, for a period of 3 years, commencing on thirty-six months from the date of termination, or based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination of employment; or (B) continued participation in the Bank benefit plans and programs listed in Section 10(a)(1)(ii)(A) above, but only to the extent the Employee continues to qualify for participation therein, for a period of 3 years, commencing on the date of termination based upon benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination. In elaboration of, but not in limitation of the foregoing, the Employee shall be entitled to receive, in cash, an amount equal to the cost to the Employee of obtaining any benefits he would otherwise have been eligible to receive under the Bank's benefit plans or programs listed in Section 10(a)(1)(ii)(A) above had he continued to accrue service (for vesting and benefit accrual purposes) and compensation under those plans for a period of three (3) years, commencing on the date of termination, if he is not permitted to continue to participate in those plans for the three (3) year period. The Employee shall also be entitled to receive under this Section 10(a)(1)(ii)(B) a lump-sum payment in an amount necessary equal to provide any cash payments under this Section 10(a)(1)(ii)(B) net the present value of all income and payroll taxes the Bank’s contributions that would not have been payable by made on the Employee’s behalf under the Bank’s tax-qualified retirement plans (including the 401(k) Plan, the profit sharing plan and the employee stock ownership plan) if she had continued working for the Bank for a thirty-six (36) month period following her termination of employment, earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement and making the maximum amount of employee contributions permitted, if any, under such plans. Upon termination of employment following a Change in Control, the Employee had he will immediately vest in any outstanding unvested stock options or shares of restricted stock of the Company that have been able awarded to continue participation in the benefit plan or program instead of receiving cash in lieu thereofher. All amounts payable to the Employee in cash shall be paid in one lump sum (adjusted for the present value of such accelerated payment) within ten thirty (1030) days of such termination, except to termination or if the extent that Employee is a Specified Employee (within the Bank is required to permit meaning of Treasury Regulations §1.409A-1(i)) on the first day of the seventh month following the Employee's continued participation in the Bank benefit plans and programs through the Expiration Date or the three (3) year period, as the case may be, as permitted by their terms.’s termination of employment. Exhibit 99 (2) To Notwithstanding the extent foregoing paragraph (a)(1), in the event that the Bank’s independent accountants determine that the total payments received based receivable under Section 10(a)(1) hereof, when added to any other payments contingent on the Employee's termination within 12 months after a Change in Control are considered "of the Bank or the Company, exceed 2.999 times the Employee’s “base amount” as defined in Section 280G(b)(3) of the Code and regulations promulgated thereunder (the “Maximum Amount”), then such payments shall be reduced to avoid an “excess parachute payments" payment”, as defined in Section 280G(b)(1) of the Code. The Employee shall determine which and how much, if any, of the payments to which she is entitled shall be eliminated or reduced so that the total payments to be received by the Employee do not exceed the Maximum Amount. If the Employee does not make her determination within ten business days after receiving a written request from the Bank, the Bank may make such determination, and shall notify the Employee promptly thereof. Within five business days of the earlier of the Bank’s receipt of the Employee’s determination pursuant to this paragraph or the Bank’s determination in lieu of a determination by the Employee, the Bank shall pay to or distribute to or for the benefit of the Employee such amounts as are then due the Employee under this Agreement. In the event that the Employee’s or Bank’s determination to reduce total the payments is in violation of Code Section 280G409A, the provisions of "Internal Revenue Code Section 280G Grosssuch reduction shall be made pro-Up" below shall applyrata. (3) Internal Revenue Code The term “Change in Control” shall mean an event of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 280G Gross13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners’ Loan Act, as amended (“HOLA”), and applicable rules and regulations promulgated thereunder, as in effect at the time of the Change in Control; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company’s outstanding securities except for any securities purchased by the Bank’s employee stock ownership plan or trust; or (b) individuals who constitute the Company’s Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-Upquarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s stockholders was approved by the same nominating committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the Plan are to be exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to Exhibit 99 such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything in this paragraph to the contrary, a change in control shall not be deemed to have occurred in the event of a conversion of the Company's or the Bank's mutual holding company to stock form, or in connection with any reorganization used to effect such a conversion.

Change in Control; Involuntary Termination. (1) Notwithstanding any provision herein to the contrary, if the Employee's ’s employment under this Agreement is terminated by the Bank, without the Employee's ’s prior written consent and for a reason other than Just Cause, in connection with or within twelve (12) months after a any Change in Control of the Bank or the Company, the Employee shall, subject to paragraph (2) of this Section 10(a), be paid an amount equal to three (3) times the sum of (i) the Employee’s Base Salary provided pursuant to Section 2 hereof, as in effect on the date of such Change in Control, as defined in Section 10(a)(4), the Employee shall be paid the greater of: (i) The total amount payable under Section 8(d) hereof; or and (ii) The product the highest rate of 2.99 times the sum of his base salary in effect as of the date of the Change in Control plus an amount equal to the bonuses received by or payable bonus awarded to the Employee in at any time during the calendar year prior to the year in which the Change in Control occurs; and at the Employee's election, either: (A) cash in an amount equal to the cost to the Employee of obtaining all Employee Benefits (as defined in Section 4(a)), medicare supplement insurance (as described in Section 4(b)), professional and club dues, the cost of Employee's continuing legal education requirements, all Automobile Benefits (as defined in Section 4(d)) and other benefits which the Employee would have been eligible to participate in or receive, for a period of 3 three years, commencing on the date of termination, or based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination of employment; or (B) continued participation in the Bank benefit plans and programs listed in Section 10(a)(1)(ii)(A) above, but only to the extent the Employee continues to qualify for participation therein, for a period of 3 years, commencing on the date of termination based upon benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination. In elaboration of, but not in limitation of the foregoingaddition, the Employee shall be entitled to receive, a lump sum payment in cash, an amount equal to the cost present value of the Bank’s contributions that would have been made on Employee’s behalf under the Bank’s tax-qualified retirement plans (including the 401(k) Plan, the profit sharing plan and the employee stock ownership plan) if he had continued working for the Bank for a thirty-six (36) month period following his termination of employment earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement and making the maximum amount of employee contributions permitted, if any, under such plans.Upon termination of employment following a Change in Control, the Employee will immediately vest in any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to him. All amounts payable to the Employee of obtaining any benefits he would otherwise have been eligible to receive under the Bank's benefit plans or programs listed in Section 10(a)(1)(ii)(A) above had he continued to accrue service (for vesting and benefit accrual purposes) and compensation under those plans for a period of three (3) years, commencing on the date of termination, if he is not permitted to continue to participate in those plans for the three (3) year period. The Employee shall also be entitled to receive under this Section 10(a)(1)(ii)(B) an amount necessary to provide any cash payments under this Section 10(a)(1)(ii)(B) net of all income and payroll taxes that would not have been payable by the Employee had he been able to continue participation in the benefit plan or program instead of receiving cash in lieu thereof. All amounts shall be paid in one lump sum (adjusted for the present value of such accelerated payment) within ten thirty (1030) days of following such termination, except to or if Employee is a Specified Employee and the extent that following is required by Code Section 409A, on the first business day of the seventh month following Separation from Service. In the event of termination of employment following a Change in Control, Employee shall have continued use of an automobile provided by the Bank is required to permit Employee's continued participation in and shall also receive reimbursement for his membership fees and expenses associated with his use of the Bank benefit plans and programs through the Expiration Date or the three Midlothian Country Club for a period of twenty-four (324) year period, as the case may be, as permitted by their termsmonths following termination of employment. (2) To Notwithstanding the extent foregoing paragraph (a)(1), in the event that the Bank’s independent accountants determine that the total payments received based receivable under Section 10(a)(1) hereof, when added to any other payments contingent on the Employee's termination within 12 months after a Change in Control are considered "of the Bank or the Company, exceed 2.999 times the Employee’s “base amount” as defined in Section 280G(b)(3) of the Code and regulations promulgated thereunder (the “Maximum Amount”), then such payments shall be reduced to avoid an “excess parachute payments" payment”, as defined in Section 280G(b)(1) of the Code. The Employee shall determine which and how much, if any, of the payments to which he is entitled shall be eliminated or reduced so that the total payments to be received by the Employee do not exceed the Maximum Amount. If the Employee does not make his determination within ten business days after receiving a written request from the Bank, the Bank may make such determination, and shall notify the Employee promptly thereof. Within five business days of the earlier of the Bank’s receipt of the Employee’s determination pursuant to this paragraph or the Code Section 280GBank’s determination in lieu of a determination by the Employee, the provisions Bank shall pay to or distribute to or for the benefit of "Internal Revenue Code Section 280G Gross-Up" below shall applythe Employee such amounts as are then due the Employee under this Agreement. (3) Internal Revenue Code The term “Change in Control” shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 280G Gross13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners’ Loan Act, as amended (“HOLA”), and applicable rules and regulations promulgated thereunder, as in effect at the time of the Change in Control; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company's outstanding securities except for any securities purchased by the Bank's employee stock ownership plan or trust; or (b) individuals who constitute the Company’s Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-Upquarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same nominating committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the Plan are to be exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything in this paragraph to the contrary, a change in control shall not be deemed to have occurred in the event of a conversion of the Company's or the Bank's mutual holding company to stock form, or in connection with any reorganization used to effect such a conversion.

Change in Control; Involuntary Termination. (1) Notwithstanding any provision herein to the contrary, if the Employee's ’s employment under this Agreement is terminated by the Bank, without the Employee's ’s prior written consent and for a reason other than Just Cause, in connection with or within twelve (12) months after a any Change in Control of the Bank or the Company, the Employee shall, subject to paragraph (2) of this Section 10(a), be paid an amount equal to three (3) times the sum of (i) the Employee’s Base Salary provided pursuant to Section 2 hereof, as in effect on the date of such Change in Control, as defined in Section 10(a)(4), the Employee shall be paid the greater of: (i) The total amount payable under Section 8(d) hereof; or and (ii) The product the highest rate of 2.99 times the sum of his base salary in effect as of the date of the Change in Control plus an amount equal to the bonuses received by or payable bonus awarded to the Employee in at any time during the calendar year prior to the year in which the Change in Control occurs; and at the Employee's election, either: (A) cash in an amount equal to the cost to the Employee of obtaining all Employee Benefits (as defined in Section 4(a)), medicare supplement insurance (as described in Section 4(b)), professional and club dues, the cost of Employee's continuing legal education requirements, all Automobile Benefits (as defined in Section 4(d)) and other benefits which the Employee would have been eligible to participate in or receive, for a period of 3 three years, commencing on the date of termination, or based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination of employment; or (B) continued participation in the Bank benefit plans and programs listed in Section 10(a)(1)(ii)(A) above, but only to the extent the Employee continues to qualify for participation therein, for a period of 3 years, commencing on the date of termination based upon benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination. In elaboration of, but not in limitation of the foregoingaddition, the Employee shall be entitled to receive, a lump sum payment in cash, an amount equal to the cost present value of the Bank’s contributions that would have been made on Employee’s behalf under the Bank’s tax-qualified retirement plans (including the 401(k) Plan, the profit sharing plan and the employee stock ownership plan) if he had continued working for the Bank for a thirty-six (36) month period following his termination of employment earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement and making the maximum amount of employee contributions permitted, if any, under such plans.Upon termination of employment following a Change in Control, the Employee will immediately vest in any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to him. All amounts payable to the Employee of obtaining any benefits he would otherwise have been eligible to receive under the Bank's benefit plans or programs listed in Section 10(a)(1)(ii)(A) above had he continued to accrue service (for vesting and benefit accrual purposes) and compensation under those plans for a period of three (3) years, commencing on the date of termination, if he is not permitted to continue to participate in those plans for the three (3) year period. The Employee shall also be entitled to receive under this Section 10(a)(1)(ii)(B) an amount necessary to provide any cash payments under this Section 10(a)(1)(ii)(B) net of all income and payroll taxes that would not have been payable by the Employee had he been able to continue participation in the benefit plan or program instead of receiving cash in lieu thereof. All amounts shall be paid in one lump sum (adjusted for the present value of such accelerated payment) within ten thirty (1030) days of following such termination, except or if Employee is a Specified Employee and the following is required by Code Section 409A, on the first business day of the seventh month following Separation from Service. In the event of termination of employment following a Change in Control, Employee shall have continued use of an automobile provided by the Bank and shall also receive reimbursement for his membership fees and expenses associated with his use of the Midlothian Country Club for a period of thirty-six (36) months following termination of employment. Reimbursement of any automobile expenses and country club dues to employee by the Bank shall be permitted provided that the amount of expenses and dues paid in a calendar year that are eligible for reimbursement equals only the amount actually expended during such calendar year, and the maximum amount available for reimbursement in any calendar year will not be increased or decreased to reflect the amount expended or reimbursed in a prior or subsequent calendar year, and further, any reimbursement must be paid to the extent that Employee by December 31 of the Bank is required to permit Employee's continued participation calendar year following the year in which the Bank benefit plans Employee pays such automobile expenses and programs through the Expiration Date or the three (3) year period, as the case may be, as permitted by their termscountry club fees and expenses. (2) To Notwithstanding the extent foregoing paragraph (a)(1), in the event that the Bank’s independent accountants determine that the total payments received based receivable under Section 10(a)(1) hereof, when added to any other payments contingent on the Employee's termination within 12 months after a Change in Control are considered "of the Bank or the Company, exceed 2.999 times the Employee’s “base amount” as defined in Section 280G(b)(3) of the Code and regulations promulgated thereunder (the “Maximum Amount”), then such payments shall be reduced to avoid an “excess parachute payments" payment”, as defined in Section 280G(b)(1) of the Code. The Employee shall determine which and how much, if any, of the payments to which he is entitled shall be eliminated or reduced so that the total payments to be received by the Employee do not exceed the Maximum Amount. If the Employee does not make his determination within ten business days after receiving a written request from the Bank, the Bank may make such determination, and shall notify the Employee promptly thereof. Within five business days of the earlier of the Bank’s receipt of the Employee’s determination pursuant to this paragraph or the Code Section 280GBank’s determination in lieu of a determination by the Employee, the provisions Bank shall pay to or distribute to or for the benefit of "Internal Revenue Code Section 280G Gross-Up" below shall applythe Employee such amounts as are then due the Employee under this Agreement. (3) Internal Revenue Code The term “Change in Control” shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 280G Gross13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners’ Loan Act, as amended (“HOLA”), and applicable rules and regulations promulgated thereunder, as in effect at the time of the Change in Control; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company's outstanding securities except for any securities purchased by the Bank's employee stock ownership plan or trust; or (b) individuals who constitute the Company’s Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-Upquarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same nominating committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the Plan are to be exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything in this paragraph to the contrary, a change in control shall not be deemed to have occurred in the event of a conversion of the Company's or the Bank's mutual holding company to stock form, or in connection with any reorganization used to effect such a conversion.

Change in Control; Involuntary Termination. (1) Notwithstanding any provision herein to the contrary, if the Employee's employment under this Agreement is terminated by the Bank, without the Employee's prior written consent and for a reason other than Just Cause, in connection with or within twelve (12) months after a any Change in Control of the Bank or the Company, the Employee shall, subject to paragraph (2) of this Section 10(a), be paid an amount equal to three (3) times the sum of (i) the Employee's Base Salary provided pursuant to Section 2 hereof, as in effect on the date of such Change in Control, as defined in Section 10(a)(4), the Employee shall be paid the greater of: (i) The total amount payable under Section 8(d) hereof; or and (ii) The product the highest rate of 2.99 times the sum of his base salary in effect as of the date of the Change in Control plus an amount equal to the bonuses received by or payable bonus awarded to the Employee in at any time during the calendar year prior to the year in which the Change in Control occurs; and at the Employee's election, either: (A) cash in an amount equal to the cost to the Employee of obtaining all Employee Benefits (as defined in Section 4(a)), medicare supplement insurance (as described in Section 4(b)), professional and club dues, the cost of Employee's continuing legal education requirements, all Automobile Benefits (as defined in Section 4(d)) and other benefits which the Employee would have been eligible to participate in or receive, for a period of 3 three years, commencing on the date of termination, or based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination of employment; or (B) continued participation in the Bank benefit plans and programs listed in Section 10(a)(1)(ii)(A) above, but only to the extent the Employee continues to qualify for participation therein, for a period of 3 years, commencing on the date of termination based upon benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination. In elaboration of, but not in limitation of the foregoingaddition, the Employee shall be entitled to receive, a lump sum payment in cash, an amount equal to the cost to present value of the Employee of obtaining any benefits he Bank's contributions that would otherwise have been eligible to receive made on Employee's behalf under the Bank's benefit tax-qualified retirement plans or programs listed in Section 10(a)(1)(ii)(A(including the 401(k) above Plan, the profit sharing plan and the employee stock ownership plan) if he had he continued to accrue service (working for vesting and benefit accrual purposes) and compensation under those plans the Bank for a thirty-six (36) month period following his termination of three (3) years, commencing on employment earning the date Base Salary that would have been achieved during the remaining unexpired term of terminationthis Agreement and making the maximum amount of employee contributions permitted, if he is not permitted to continue to participate any, under such plans. Upon termination of employment following a Change in those plans for Control, the three (3) year period. The Employee shall also be entitled to receive under this Section 10(a)(1)(ii)(B) an amount necessary to provide will immediately vest in any cash payments under this Section 10(a)(1)(ii)(B) net outstanding unvested stock options or shares of all income and payroll taxes restricted stock of the Company that would not have been payable by the Employee had he been able awarded to continue participation in the benefit plan or program instead of receiving cash in lieu thereofhim. All amounts payable to the Employee in cash, other than the lump sum payment to Employee in lieu of the Bank's contributions to the tax-qualified plans, shall be paid paid, at the option of the Employee, either in one lump sum (adjusted for the present value of such accelerated payment) within ten thirty (1030) days of such termination, except to or in substantially equal monthly payments paid over the extent that thirty-six (36) months following such termination. In the event of termination of employment following a Change in Control, Employee shall have continued use of the automobile provided by the Bank is required with such automobile allowance as was provided during the most recently completed 12 month period ending on the last day of the month prior to permit Employee's continued participation in the Bank benefit plans termination of employment and programs through the Expiration Date or the three shall continue to receive payment for his Midlothian Country Club for a period of thirty-six (336) year months following termination of employment. Following said thirty-six (36) month period, as the case may be, as Employee shall be permitted by their termsto purchase the automobile for its then fair market value. (2) To Notwithstanding the extent foregoing paragraph (a)(1), in the event that the Bank's independent accountants determine that the total payments received based receivable under Section 10(a)(1) hereof, when added to any other payments contingent on the Employee's termination within 12 months after a Change in Control are considered of the Bank or the Company, exceed 2.999 times the Employee's "base amount" as defined in Section 280G(b)(3) of the Code and regulations promulgated thereunder (the "Maximum Amount"), then such payments shall be reduced to avoid an "excess parachute payments" payment", as defined in Section 280G(b)(1) of the Code. The Employee shall determine which and how much, if any, of the payments to which he is entitled shall be eliminated or reduced so that the total payments to be received by the Employee do not exceed the Maximum Amount. If the Employee does not make his determination within ten business days after receiving a written request from the Bank, the Bank may make such determination, and shall notify the Employee promptly thereof. Within five business days of the earlier of the Bank's receipt of the Employee's determination pursuant to this paragraph or the Code Section 280GBank's determination in lieu of a determination by the Employee, the provisions Bank shall pay to or distribute to or for the benefit of "Internal Revenue Code Section 280G Gross-Up" below shall applythe Employee such amounts as are then due the Employee under this Agreement. (3) Internal Revenue Code Section 280G Gross-Up.

Change in Control; Involuntary Termination. (1) Notwithstanding any provision herein to the contrary, if the Employee's ’s employment under this Agreement is terminated by the Bank, without the Employee's ’s prior written consent and for a reason other than Just Cause, in connection with or within twelve (12) months after a any Change in Control of the Bank or the Company, the Employee shall, subject to paragraph (2) of this Section 10(a), be paid an amount equal to three (3) times the sum of (i) the Employee’s Base Salary provided pursuant to Section 2 hereof, as in effect on the date of such Change in Control, as defined in Section 10(a)(4), the Employee shall be paid the greater of: (i) The total amount payable under Section 8(d) hereof; or and (ii) The product the highest rate of 2.99 times the sum of his base salary in effect as of the date of the Change in Control plus an amount equal to the bonuses received by or payable bonus awarded to the Employee in at any time during the calendar year prior to the year in which the Change in Control occurs; and at the Employee's election, either: (A) cash in an amount equal to the cost to the Employee of obtaining all Employee Benefits (as defined in Section 4(a)), medicare supplement insurance (as described in Section 4(b)), professional and club dues, the cost of Employee's continuing legal education requirements, all Automobile Benefits (as defined in Section 4(d)) and other benefits which the Employee would have been eligible to participate in or receive, for a period of 3 three years, commencing on the date of termination, or based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination of employment; or (B) continued participation in the Bank benefit plans and programs listed in Section 10(a)(1)(ii)(A) above, but only to the extent the Employee continues to qualify for participation therein, for a period of 3 years, commencing on the date of termination based upon benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination. In elaboration of, but not in limitation of the foregoingaddition, the Employee shall be entitled to receive, a lump sum payment in cash, an amount equal to the cost present value of the Bank’s contributions that would have been made on Employee’s behalf under the Bank’s tax-qualified retirement plans (including the 401(k) Plan, the profit sharing plan and the employee stock ownership plan) if he had continued working for the Bank for a thirty-six (36) month period following his termination of employment earning the Base Salary that would have been achieved during the remaining unexpired term of this Agreement and making the maximum amount of employee contributions permitted, if any, under such plans.Upon termination of employment following a Change in Control, the Employee will immediately vest in any outstanding unvested stock options or shares of restricted stock of the Company that have been awarded to him. All amounts payable to the Employee of obtaining any benefits he would otherwise have been eligible to receive under the Bank's benefit plans or programs listed in Section 10(a)(1)(ii)(A) above had he continued to accrue service (for vesting and benefit accrual purposes) and compensation under those plans for a period of three (3) years, commencing on the date of termination, if he is not permitted to continue to participate in those plans for the three (3) year period. The Employee shall also be entitled to receive under this Section 10(a)(1)(ii)(B) an amount necessary to provide any cash payments under this Section 10(a)(1)(ii)(B) net of all income and payroll taxes that would not have been payable by the Employee had he been able to continue participation in the benefit plan or program instead of receiving cash in lieu thereof. All amounts shall be paid in one lump sum (adjusted for the present value of such accelerated payment) within ten thirty (1030) days of following such termination, except to or if Employee is a Specified Employee and the extent that following is required by Code Section 409A, on the first business day of the seventh month following Separation from Service. In the event of termination of employment following a Change in Control, Employee shall have continued use of an automobile provided by the Bank is required to permit Employee's continued participation in and shall also receive reimbursement for his membership fees and expenses associated with his use of the Bank benefit plans and programs through the Expiration Date or the three Midlothian Country Club for a period of thirty-six (336) year period, as the case may be, as permitted by their termsmonths following termination of employment. (2) To Notwithstanding the extent foregoing paragraph (a)(1), in the event that the Bank’s independent accountants determine that the total payments received based receivable under Section 10(a)(1) hereof, when added to any other payments contingent on the Employee's termination within 12 months after a Change in Control are considered "of the Bank or the Company, exceed 2.999 times the Employee’s “base amount” as defined in Section 280G(b)(3) of the Code and regulations promulgated thereunder (the “Maximum Amount”), then such payments shall be reduced to avoid an “excess parachute payments" payment”, as defined in Section 280G(b)(1) of the Code. The Employee shall determine which and how much, if any, of the payments to which he is entitled shall be eliminated or reduced so that the total payments to be received by the Employee do not exceed the Maximum Amount. If the Employee does not make his determination within ten business days after receiving a written request from the Bank, the Bank may make such determination, and shall notify the Employee promptly thereof. Within five business days of the earlier of the Bank’s receipt of the Employee’s determination pursuant to this paragraph or the Code Section 280GBank’s determination in lieu of a determination by the Employee, the provisions Bank shall pay to or distribute to or for the benefit of "Internal Revenue Code Section 280G Gross-Up" below shall applythe Employee such amounts as are then due the Employee under this Agreement. (3) Internal Revenue Code The term “Change in Control” shall mean an event of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 280G Gross13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners’ Loan Act, as amended (“HOLA”), and applicable rules and regulations promulgated thereunder, as in effect at the time of the Change in Control; or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company's outstanding securities except for any securities purchased by the Bank's employee stock ownership plan or trust; or (b) individuals who constitute the Company’s Board on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-Upquarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same nominating committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the Plan are to be exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything in this paragraph to the contrary, a change in control shall not be deemed to have occurred in the event of a conversion of the Company's or the Bank's mutual holding company to stock form, or in connection with any reorganization used to effect such a conversion.

Change in Control; Involuntary Termination. (1) Notwithstanding any provision herein to the contrary, if the Employee's employment under this Agreement is terminated by the Bank, without the Employee's prior written consent and for a reason other than Just Cause, in connection with or within twelve (12) 12 months after a Change in Control, as defined in Section subsection 10(a)(4), the Employee shall be paid the greater of: (i) The total amount payable under Section subsection 8(d) hereof); or (ii) The product of 2.99 times the sum of of: (A) his base salary in effect as of the date of the Change in Control plus Control; (B) an amount equal to the bonuses received by or payable to the Employee in the calendar year prior to the year in which the Change in Control occurs; and at the Employee's election, either: (AC) cash reimbursement to the Employee in an amount equal to the cost to the Employee (demonstrated by submission to the Bank of invoices, bills or other proof of payment by the Employee) of obtaining all Employee Benefits (as defined in Section subsection 4(a)), medicare health insurance premiums for the Employee, his spouse and child living in the Employee's household, Medicare supplement insurance, life insurance (as described in Section subsection 4(b)), professional and club dues, the cost of Employee's continuing legal education requirementsrequirements (as described in subsection 4(c)), all Automobile Benefits (as defined in Section subsection 4(d)) and other benefits which the Employee would otherwise have been eligible to participate in or receive, for a period of 3 yearsthrough the Expiration Date, commencing on the date of termination, or based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of the Employee's termination of employment; or (B) continued participation in the Bank benefit plans and programs listed in Section 10(a)(1)(ii)(A) above, but only to the extent the Employee continues to qualify for participation therein, for a period of 3 years, commencing on the date of termination based upon benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination. In elaboration of, but not in limitation of the foregoing, the Employee shall be entitled to receive, in cash, an amount equal to the cost to the Employee of obtaining any benefits he would otherwise have been eligible to receive under the Bank's benefit plans or programs listed in Section 10(a)(1)(ii)(A) above had he continued to accrue service (for vesting and benefit accrual purposes) and compensation under those plans for a period of three (3) years, commencing on the date of termination, if he is not permitted to continue to participate in those plans for the three (3) year period. The Employee shall also be entitled to receive under this Section 10(a)(1)(ii)(B) an amount necessary to provide any cash payments received under this Section 10(a)(1)(ii)(Bsubsection 10(a)(ii) net of all income and payroll taxes that would not have been payable by the Employee had he been able to continue continued participation in the benefit plan or program instead of receiving cash in lieu thereof. All amounts shall be paid in one lump sum within ten (10) days of such termination, except to the extent that the Bank is required to permit Employee's continued participation in the Bank benefit plans and programs through the Expiration Date or the three (3) year period, as the case may be, as permitted by their termsreimbursement. (2) To the extent payments received based on the Employee's termination within 12 months after a Change in Control are considered "excess parachute payments" pursuant to the Code Section 280G, the provisions of "Internal Revenue Code Section 280G Gross-Up" below shall apply. (3) Internal Revenue Code Section 280G Gross-Up.