Common use of CHANGE IN CONTROL OF THE BANK Clause in Contracts

CHANGE IN CONTROL OF THE BANK. a. In the event of a "change in control" of the Employer, as defined herein, and only to the extend permitted by applicable statutes and regulations, Executive shall be entitled, for a period of thirty (30) days from the date of closing of the transaction effecting such change in control and at his election, to give written notice to Employer of termination of this Agreement and to receive a cash payment equal to one time (100%) the compensation, including incentive compensation, if any, received by Executive in the one-year period immediately preceding the change in control. The severance payments provided for in this Section 10.a. shall be paid in cash, commencing not later than ten (10) days after the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. b. In addition, if Executive elects to terminate this Agreement pursuant to this Section 10, Executive shall further be entitled, in lieu of shares of Common Stock of the Holding Company issuable upon exercise of stock options to which Executive is entitled, an amount in cash or Common Stock of the Holding Company or any other company into which shares of the Holding Company are convertible (or any combination thereof) as Executive shall in his election designate equal to the excess of the fair market value of the Common Stock as of the date of closing of the transaction effecting the change in control over the per share exercise price of the options held by Executive, times the number of shares of Common Stock subject to such options (whether or not then fully exercisable). The fair market value of the Common Stock shall be equal to the higher of (i) the value as determined by the Board of Directors of the Holding Company if there is no organized trading market for the shares at the time such determination is made, which per share value shall not be less than 1.8 times the per share book value of the stock or (ii) the closing price (or the average of the bid and asked prices if no closing price is available) on any nationally recognized securities exchange or association on which the Holding Company's shares may be quoted or listed, or (iii) the highest per share price actually paid for Common Stock of the Holding Company in connection with any change in control of the Employer. The severance payments provided for in this Section 10.b. shall be paid in full not later than ten (10) days after the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. c. For purposes of this Section 10, "change in control" of the Employer shall mean: 1. any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split, or otherwise, which results in the acquisition or beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or group of persons or entities acting in concert, of 50% or more of the outstanding shares of Common Stock of the Employer. 2. the sale of all or substantially all of the assets of the Employer; or 3. the liquidation of the Employer. d. If any payments to be made under this Section 10 constitute an "Excess Parachute Payment" as that term is defined in Section 280(g) of the Internal Revenue Code, the payments shall be reduced to the largest amount which would not constitute an "Excess Parachute Payment."

CHANGE IN CONTROL OF THE BANK. a. In the event of a "change in control" of the Employer, as defined herein, and only to the extend permitted by applicable statutes and regulations, Executive shall be entitled, for a period of thirty (30) days from the date of closing of the transaction effecting such change in control and at his election, to give written notice to Employer of termination of this Agreement and to receive a cash payment equal to one time (100%) the compensation, including incentive compensation, if any, received by Executive in the one-year period immediately preceding the change in control. The severance payments provided for in this Section 10.a. shall be paid in cash, commencing not later than ten (10) days after the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. b. In addition, if Executive elects to terminate this Agreement pursuant to this Section 10, Executive shall further be entitled, in lieu of shares of Common Stock of the Holding Company issuable upon exercise of stock options to which Executive is entitled, an amount in cash or Common Stock of the Holding Company or any other company into which shares of the Holding Company are convertible (or any combination thereof) as Executive shall in his election designate equal to the excess of the fair market value of the Common Stock as of the date of closing of the transaction effecting the change in control over the per share exercise price of the options held by Executive, times the number of shares of Common Stock subject to such options (whether or not then fully exercisable). The fair market value of the Common Stock shall be equal to the higher of (i) the value as determined by the Board of Directors of the Holding Company if there is no organized trading market for the shares at the time such determination is made, which per share value shall not be less than 1.8 times the per share book value of the stock or (ii) the closing price (or the average of the bid and asked prices if no closing price is available) on any nationally recognized securities exchange or association on which the Holding Company's shares may be quoted or listed, or (iii) the highest per share price actually paid for Common Stock of the Holding Company in connection with any change in control of the Employer. The severance payments provided for in this Section 10.b. shall be paid in full not later than ten (10) days after the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. c. Further, upon a "change in control", the Company and the Bank shall cause the Key Man whole life insurance policy on Executive in the face amount of $500,000, currently owned by and maintained for the benefit of the Company and the Bank, to be conveyed to Executive on a fully paid-up basis. The Company and the Bank, in so doing, will relinquish any interest in benefits under the policy. During the term of this agreement and any extensions and renewals thereof, the Company and the Bank shall continue to fund premiums in such amounts to ensure the continuation of benefits under the policy. This conveyance is not contingent upon the notice requirements set forth in this Section 10. d. For purposes of this Section 10, "change in control" of the Employer shall mean: 1. any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split, or otherwise, which results in the acquisition or beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or group of persons or entities acting in concert, of 50% or more of the outstanding shares of Common Stock of the Employer. 2. the sale of all or substantially all of the assets of the Employer; or 3. the liquidation of the Employer. d. e. If any payments to be made under this Section 10 constitute an "Excess Parachute Payment" as that term is defined in Section 280(g) of the Internal Revenue Code, the payments shall be reduced to the largest amount amount, which would not constitute an "Excess Parachute Payment"."

CHANGE IN CONTROL OF THE BANK. a. In Subject to the limitations set forth in Sections 9 and 10, in the event of a "change “Change in control" of the Employer, Control” (as defined hereinbelow) during the Term of Employment, and only to the extend permitted Employee (i) is terminated by applicable statutes and regulations, Executive shall be entitled, the Bank from his employment (except “for a period of thirty (30Cause” as defined in Section 4.2 above) days from the date of closing of the transaction effecting such change in control and at his election, to give written notice to Employer of termination of this Agreement and to receive a cash payment equal to one time (100%) the compensation, including incentive compensation, if any, received by Executive in during the one-year period immediately preceding after the change Change in control. The Control becomes effective; (ii) voluntarily resigns during the 90 day period following the Change in Control1; or (iii) resigns for Good Reason within 30 days after the effective date the event giving rise to Good Reason (provided that the resignation must also fall within the one-year period after the Change in Control becomes effective), then Employee shall be entitled to receive severance payments provided for compensation in this Section 10.a. an amount equal to two hundred percent (200%) of his Base Salary then in effect and any other amounts owing to Employee at the time of such termination date, which shall be paid in cash, commencing not later than ten a lump sum within fourteen (1014) days after following the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. b. In addition, if Executive elects to terminate this Agreement pursuant to this Section 10, Executive shall further be entitled, in lieu of shares of Common Stock of the Holding Company issuable upon exercise of stock options to which Executive is entitled, an amount in cash or Common Stock of the Holding Company or any other company into which shares of the Holding Company are convertible (or any combination thereof) as Executive shall in his election designate equal to the excess of the fair market value of the Common Stock as of the date of closing of the transaction effecting the change in control over the per share exercise price of the options held by Executive, times the number of shares of Common Stock subject to such options (whether or not then fully exercisable)resignation. The fair market value of the Common Stock shall be equal to the higher of (i) the value as determined by the Board of Directors of the Holding Company if there is no organized trading market for the shares at the time such determination is made, which per share value shall not be less than 1.8 times the per share book value of the stock or (ii) the closing price (or the average of the bid and asked prices if no closing price is available) on any nationally recognized securities exchange or association on which the Holding Company's shares may be quoted or listed, or (iii) the highest per share price actually paid for Common Stock of the Holding Company in connection with any change in control of the Employer. The severance payments provided for in this Section 10.b. shall be paid in full not later than ten (10) days after the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. c. For purposes of this Section 105, "change “Change in control" Control” of the Employer Bank shall meanmean the occurrence of any of the following events that does not also constitute a Non-Control Transaction: 1. (i) During any transactiontwelve (12) month period the individuals who are members of the Board of the Bank or, whether by mergerif applicable, consolidationthe Bank’s holding company (the “Holding Company”) (the “Incumbent Board”), asset salecease for any reason to constitute at least 50% of the Board of Holding Company; provided, tender offerhowever, reverse stock splitthat if the election, or otherwisenomination for election by the Bank’s or the Holding Company’s shareholders, which results of any new director was approved in advance by a vote of at least 50% of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board (this Section (i) shall apply only with respect to the Holding Company as long as it is the majority shareholder of the Bank). (ii) The acquisition (other than directly from the Bank or beneficial ownership the Holding Company) of any voting securities of the Bank or the Holding Company (the “Voting Securities”) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Exchange Act) immediately after which such term is defined under rules and regulations Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amendedAct) by any person or entity or group of persons or entities acting in concert, of 50% or more of the outstanding shares of Common Stock combined voting power of the EmployerBank’s or the Holding Company’s then outstanding Voting Securities. 2. (iii) Any one Person, or more than one Person acting as a group, acquires (or has acquired during the sale 12 month period ending of all the date of the most recent acquisition by such Person or substantially Persons) securities of the Company representing 30% or more of the Voting Securities; provided, however, that the event described in this paragraph (iii) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Bank or the Holding Company, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Bank or the Holding Company, or (C) by an underwriter temporarily holding securities pursuant to an offering of such securities. (iv) Any one Person, or more than one Person acting as a group, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Bank or the Holding Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Employer; or 3. the liquidation such entity (determined without regard to any liabilities associated with such assets) immediately prior to such acquisition or acquisitions, without regard to assets transferred to: (A) a shareholder or owner of the Employer. d. If any payments entity (immediately before the asset transfer) in exchange for or with respect to be made under this Section 10 constitute its stock, (B) an "Excess Parachute Payment" as that term is defined in Section 280(g) organization, 50% or more of the Internal Revenue Codetotal value or voting power of which is owned directly or indirectly, by the payments shall be reduced to entity immediately after the largest amount transfer, (C) a Person, or more than one Person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of the entity immediately after the transfer or (D) an organization, at least 50% of the total value or voting power of which would not constitute an "Excess Parachute Paymentis owned, directly or indirectly, by a Person, or more than one Person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of the entity immediately after the transfer."

CHANGE IN CONTROL OF THE BANK. a. In the event of a "change in control" of the Employer, as defined herein, and only to the extend permitted by applicable statutes and regulations, Executive shall be entitled, for a period of thirty (30) days from the date of closing of the transaction effecting such change in control and at his election, to give written notice to Employer of termination of this Agreement and to receive a cash payment equal to one time (100%) the compensation, including incentive compensation, if any, received by Executive in the one-year period immediately preceding the change in control. The severance payments provided for in this Section 10.a. shall be paid in cash, commencing not later than ten (10) days after the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. b. In addition, if Executive elects to terminate this Agreement pursuant to this Section 10, Executive shall further be entitled, in lieu of shares of Common Stock of the Holding Company issuable upon exercise of stock options to which Executive is entitled, an amount in cash or Common Stock of the Holding Company or any other company into which shares of the Holding Company are convertible (or any combination thereof) as Executive shall in his election designate equal to the excess of the fair market value of the Common Stock as of the date of closing of the transaction effecting the change in control over the per share exercise price of the options held by Executive, times the number of shares of Common Stock subject to such options (whether or not then fully exercisable). The fair market value of the Common Stock shall be equal to the higher of (i) the value as determined by the Board of Directors of the Holding Company if there is no organized trading market for the shares at the time such determination is made, which per share value shall not be less than 1.8 times the per share book value of the stock or (ii) the closing price (or the average of the bid and asked prices if no closing price is available) on any nationally recognized securities exchange or association on which the Holding Company's shares may be quoted or listed, or (iii) the highest per share price actually paid for Common Stock of the Holding Company in connection with any change in control of the Employer. The severance payments provided for in this Section 10.b. shall be paid in full not later than ten (10) days after the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. c. Further, upon a "change in control", the Company and the Bank shall cause the Key Man whole life insurance policy on Executive in the face amount of $500,000, currently owned by and maintained for the benefit of the Company and the Bank, to be conveyed to Executive on a fully paid-up basis. The Company and the Bank, in so doing, will relinquish any interest in benefits under the policy. During the term of this agreement and any extensions and renewals thereof, the Company and the Bank shall continue to fund premiums in such amounts to ensure the continuation of benefits under the policy. This conveyance is not contingent upon the notice requirements set forth in this Section 10. d. For purposes of this Section 10, "change in control" of the Employer shall mean: 1. any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split, or otherwise, which results in the acquisition or beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or group of persons or entities acting in concert, of 50% or more of the outstanding shares of Common Stock of the Employer. 2. the sale of all or substantially all of the assets of the Employer; or 3. the liquidation of the Employer. d. e. If any payments to be made under this Section 10 constitute an "Excess Parachute Payment" as that term is defined in Section 280(g) of the Internal Revenue Code, the payments shall be reduced to the largest amount which would not constitute an "Excess Parachute Payment."

CHANGE IN CONTROL OF THE BANK. a. In the event of a "change “Change in control" Control” during the Term of the EmployerEmployment, as defined herein, and only to the extend permitted Employee either (i) is terminated by applicable statutes and regulationsthe Bank (except “for Cause” as defined in Section 4.2 above), Executive shall be entitled, for a period of thirty (30) days from or the date of closing of the transaction effecting such change in control and at his election, to give written notice to Employer of termination of this Agreement and to receive a cash payment equal to one time (100%) the compensation, including incentive compensation, if any, received by Executive in Employee voluntarily resigns during the one-year period immediately preceding after the change Change in controlControl, but before she reaches age 75, then Employee shall be entitled to receive severance compensation in an equal to two (2) times the sum of: (i) her Base Salary then in effect and (ii) the bonus paid to Employee for the previous year. The severance payments provided for in Employee shall also be entitled to any other amounts owing to Employee at the time of such termination date. All amounts payable to Employee pursuant to this Section 10.a. 5 shall be paid in cash, commencing not later than ten (10) a lump sum within 14 days after following the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. b. In addition, if Executive elects to terminate this Agreement pursuant to this Section 10, Executive shall further be entitled, in lieu of shares of Common Stock of the Holding Company issuable upon exercise of stock options to which Executive is entitled, an amount in cash or Common Stock of the Holding Company or any other company into which shares of the Holding Company are convertible (or any combination thereof) as Executive shall in his election designate equal to the excess of the fair market value of the Common Stock as of the date of closing of the transaction effecting the change in control over the per share exercise price of the options held by Executive, times the number of shares of Common Stock subject to such options (whether or not then fully exercisable)resignation. The fair market value of the Common Stock shall be equal to the higher of (i) the value as determined by the Board of Directors of the Holding Company if there is no organized trading market for the shares at the time such determination is made, which per share value shall not be less than 1.8 times the per share book value of the stock or (ii) the closing price (or the average of the bid and asked prices if no closing price is available) on any nationally recognized securities exchange or association on which the Holding Company's shares may be quoted or listed, or (iii) the highest per share price actually paid for Common Stock of the Holding Company in connection with any change in control of the Employer. The severance payments provided for in this Section 10.b. shall be paid in full not later than ten (10) days after the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. c. For purposes of this Section 105, "change “Change in control" Control” of the Employer Bank shall meanmean the occurrence of any of the following events that does not also constitute a Non-Control Transaction: 1. (i) During any transactiontwelve (12) month period, whether by mergerthe individuals who are members of the Board of Mountain Valley Bancshares, consolidationInc., asset salethe Bank’s holding company (the “Holding Company”) (the “Incumbent Board”), tender offercease for any reason to constitute at least 50% of the Board of the Holding Company; provided, reverse stock splithowever, that if the election, or otherwisenomination for election by the Holding Company’s shareholders, which results of any new director was approved in advance by a vote of at least 50% of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board. (ii) A future acquisition (other than directly from the Bank or beneficial ownership the Holding Company) of any voting securities of the Bank or the Holding Company (the “Voting Securities”) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Exchange Act) immediately after which such term is defined under rules and regulations Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amendedAct) by any person or entity or group of persons or entities acting in concert, of 50% or more of the outstanding shares of Common Stock combined voting power of the EmployerBank’s or the Holding Company’s then outstanding Voting Securities. 2. (iii) Any Person, or more than one Person acting as a group, acquires (or has acquired during the sale 12 month period ending of all the date of the most recent acquisition by such Person or substantially Persons) securities of the Company representing 30% or more of the Voting Securities; provided, however, that the event described in this paragraph (iii) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Bank or the Holding Company, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Bank or the Holding Company, or (C) by an underwriter temporarily holding securities pursuant to an offering of such securities. (iv) When any one Person, or more than one Person acting as a group, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Bank or the Holding Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Employer; or 3. the liquidation such entity (determined without regard to any liabilities associated with such assets) immediately prior to such acquisition or acquisitions, without regard to assets transferred to: (A) a shareholder or owner of the Employer. d. If any payments entity (immediately before the asset transfer) in exchange for or with respect to be made under this Section 10 constitute its stock, (B) an "Excess Parachute Payment" as that term is defined in Section 280(g) organization, 50% or more of the Internal Revenue Codetotal value or voting power of which is owned directly or indirectly, by the payments shall be reduced to entity immediately after the largest amount transfer, (C) a Person, or more than one Person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of the entity immediately after the transfer or (D) an organization, at least 50% of the total value or voting power of which would not constitute an "Excess Parachute Paymentis owned, directly or indirectly, by a Person, or more than one Person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of the entity immediately after the transfer."

CHANGE IN CONTROL OF THE BANK. a. (i) In the event of a "change Change in control" Control of the Employer, Bank (as defined hereinin paragraph 5(d)(vi) below), and only to provided that Executive does not voluntarily terminate his employment with the extend permitted by applicable statutes and regulationsBank (or its successor) within the three (3) month period following the consummation of the Change in Control, Executive shall be entitled, for paid a period of thirty lump sum payment (30the "Change in Control Payment") days from the date of closing of the transaction effecting such change in control and at equal to: (A) Two times his election, to give written notice to Employer of termination of this Agreement and to receive a cash payment then Base Salary; and (B) An amount equal to one time (100%) two times the compensation, including incentive compensation, if any, received Incentive Compensation earned by Executive in respect of the one-fiscal year period immediately preceding the change Change in control. The severance payments provided Control , or in the event Incentive Compensation has not been paid yet for in this Section 10.a. shall be paid in cash, commencing not later than ten (10) days after the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. b. In addition, if Executive elects to terminate this Agreement pursuant to this Section 10, Executive shall further be entitled, in lieu of shares of Common Stock of the Holding Company issuable upon exercise of stock options to which Executive is entitled, an amount in cash or Common Stock of the Holding Company or any other company into which shares of the Holding Company are convertible (or any combination thereof) as Executive shall in his election designate equal to the excess of the fair market value of the Common Stock such year as of the date of closing of the transaction effecting the change Change in control over the per share exercise price of the options held by ExecutiveControl, then an amount equal to two times the number Incentive Compensation earned by Executive for the penultimate year prior to the Change in Control. (ii) In the event of shares of Common Stock subject to such options a Change in Control, the Bank (whether or not then fully exercisable). The fair market value of the Common Stock its successor) shall be equal entitled to terminate Executive's employment under this Agreement at any time within the higher one year period following the consummation of (i) the value as determined by the Board of Directors of the Holding Company if there is such Change in Control for any or no organized trading market for the shares at the time reason, and such determination is made, which per share value termination shall not be less than 1.8 times the per share book value deemed a breach of this Agreement. Executive shall, upon such termination, not be paid any severance payment which would otherwise be payable pursuant to any plan or policy of the stock or (ii) the closing price Bank (or its successor), the average of the bid and asked prices if no closing price is available) on Change in Control Payment replacing any nationally recognized securities exchange or association on which the Holding Company's shares may be quoted or listed, or such severance payment. (iii) In the highest per share price actually paid event of a Change in Control, Executive shall be entitled to terminate his employment at any time within the one year period following the consummation of such Change in Control for Common Stock any or no reason, and such termination shall not be deemed a breach of this Agreement; provided that if Executive terminates his employment prior to the end of the Holding Company third month following the consummation of such Change in connection with any change Control, Executive shall not be entitled to the Change in control Control Payment. (iv) In the event that prior to the end of the Employer. The severance payments provided for in this Section 10.b. shall be paid in full not later than ten (10) days after third month following the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing consummation of the transaction effecting the change Change in control of the EmployerControl, whichever is later. c. For purposes of this Section 10, "change in control" of the Employer shall mean: 1. any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split, or otherwise, which results in the acquisition or beneficial ownership Executive's employment terminates for a reason other than a voluntary termination (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or group of persons or entities acting in concert, of 50% or more of the outstanding shares of Common Stock of the Employer. 2. the sale of all or substantially all of the assets of the Employer; or 3. the liquidation of the Employer. d. If any payments to be made under this Section 10 constitute an "Excess Parachute Payment" as that term is defined in Section 280(g) of the Internal Revenue Code, the payments shall be reduced to the largest amount which would not constitute an "Excess Parachute Payment."i.

CHANGE IN CONTROL OF THE BANK. a. In Subject to the limitations set forth in Sections 9 and 10, in the event of a "change “Change in control" of the Employer, Control” (as defined hereinbelow) during the Term of Employment, and only to the extend permitted Employee (i) is terminated by applicable statutes and regulations, Executive shall be entitled, the Bank from his employment (except “for a period of thirty (30Cause” as defined in Section 4.2 above) days from the date of closing of the transaction effecting such change in control and at his election, to give written notice to Employer of termination of this Agreement and to receive a cash payment equal to one time (100%) the compensation, including incentive compensation, if any, received by Executive in during the one-year period immediately preceding after the change Change in control. The Control becomes effective; (ii) voluntarily resigns during the 90 day period following the Change in Control; or (iii) resigns for Good Reason within 30 days after the effective date the event giving rise to Good Reason (provided that the resignation must also fall within the one-year period after the Change in Control becomes effective), then Employee shall be entitled to receive severance payments provided for compensation in this Section 10.a. an amount equal to two hundred percent (200%) of his Base Salary then in effect and any other amounts owing to Employee at the time of such termination date, which shall be paid in cash, commencing not later than ten a lump sum within fourteen (1014) days after following the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. b. In addition, if Executive elects to terminate this Agreement pursuant to this Section 10, Executive shall further be entitled, in lieu of shares of Common Stock of the Holding Company issuable upon exercise of stock options to which Executive is entitled, an amount in cash or Common Stock of the Holding Company or any other company into which shares of the Holding Company are convertible (or any combination thereof) as Executive shall in his election designate equal to the excess of the fair market value of the Common Stock as of the date of closing of the transaction effecting the change in control over the per share exercise price of the options held by Executive, times the number of shares of Common Stock subject to such options (whether or not then fully exercisable)resignation. The fair market value of the Common Stock shall be equal to the higher of (i) the value as determined by the Board of Directors of the Holding Company if there is no organized trading market for the shares at the time such determination is made, which per share value shall not be less than 1.8 times the per share book value of the stock or (ii) the closing price (or the average of the bid and asked prices if no closing price is available) on any nationally recognized securities exchange or association on which the Holding Company's shares may be quoted or listed, or (iii) the highest per share price actually paid for Common Stock of the Holding Company in connection with any change in control of the Employer. The severance payments provided for in this Section 10.b. shall be paid in full not later than ten (10) days after the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. c. For purposes of this Section 105, "change “Change in control" Control” of the Employer Bank shall meanmean the occurrence of any of the following events that does not also constitute a Non-Control Transaction: 1. (i) During any transactiontwelve (12) month period the individuals who are members of the Board of the Bank or, whether by mergerif applicable, consolidationthe Bank’s holding company (the “Holding Company”) (the “Incumbent Board”), asset salecease for any reason to constitute at least 50% of the Board of Holding Company; provided, tender offerhowever, reverse stock splitthat if the election, or otherwisenomination for election by the Bank’s or the Holding Company’s shareholders, which results of any new director was approved in advance by a vote of at least 50% of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board (this Section (i) shall apply only with respect to the Holding Company as long as it is the majority shareholder of the Bank). (ii) The acquisition (other than directly from the Bank or beneficial ownership the Holding Company) of any voting securities of the Bank or the Holding Company (the “Voting Securities”) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Exchange Act) immediately after which such term is defined under rules and regulations Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amendedAct) by any person or entity or group of persons or entities acting in concert, of 50% or more of the outstanding shares of Common Stock combined voting power of the EmployerBank’s or the Holding Company’s then outstanding Voting Securities. 2. (iii) Any one Person, or more than one Person acting as a group, acquires (or has acquired during the sale 12 month period ending of all the date of the most recent acquisition by such Person or substantially Persons) securities of the Company representing 30% or more of the Voting Securities; provided, however, that the event described in this paragraph (iii) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Bank or the Holding Company, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Bank or the Holding Company, or (C) by an underwriter temporarily holding securities pursuant to an offering of such securities. (iv) Any one Person, or more than one Person acting as a group, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Bank or the Holding Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Employer; or 3. the liquidation such entity (determined without regard to any liabilities associated with such assets) immediately prior to such acquisition or acquisitions, without regard to assets transferred to: (A) a shareholder or owner of the Employer. d. If any payments entity (immediately before the asset transfer) in exchange for or with respect to be made under this Section 10 constitute its stock, (B) an "Excess Parachute Payment" as that term is defined in Section 280(g) organization, 50% or more of the Internal Revenue Codetotal value or voting power of which is owned directly or indirectly, by the payments shall be reduced to entity immediately after the largest amount transfer, (C) a Person, or more than one Person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of the entity immediately after the transfer or (D) an organization, at least 50% of the total value or voting power of which would not constitute an "Excess Parachute Paymentis owned, directly or indirectly, by a Person, or more than one Person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of the entity immediately after the transfer."

CHANGE IN CONTROL OF THE BANK. a. (a) If at the effective time of, or any time within 36 months following, a “Change in Control” (as defined below): (i) the Bank terminates Employee’s employment other than for “Cause” (as defined in Paragraph 6(c) above), or (ii) a “Termination Event” (as defined below) occurs and, thereafter, Employee voluntarily terminates his own employment with the Bank in the manner described below, then (subject to the limitations set forth herein) Employee shall be entitled to receive from the Bank, and the Bank shall be obligated to pay or cause to be paid to Employee, an amount equal to 2.99 multiplied by Employee’s annual Base Salary in effect at the time the Change in Control became effective or in effect at the time the termination of Employee’s employment becomes effective, whichever is greater. In the event case of a "change in control" of the Employer, as defined herein, and only to the extend permitted by applicable statutes and regulations, Executive shall be entitled, for a period of thirty (30) days from the date of closing of the transaction effecting such change in control and at his election, to give written notice to Employer of termination of this Agreement and to receive a cash payment equal to one time (100%Employee’s employment described in Paragraph 8(a)(i) above, the compensation, including incentive compensation, if any, received by Executive in the one-year period immediately preceding the change in control. The severance payments provided for in this Section 10.a. Paragraph 8 shall be paid in cash, commencing not later than ten (10) days after the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. b. In addition, if Executive elects to terminate this Agreement pursuant to this Section 10, Executive shall further be entitled, in lieu of shares of Common Stock of the Holding Company issuable upon exercise of stock options to which Executive is entitled, an amount and not in cash or Common Stock of the Holding Company or any other company into which shares of the Holding Company are convertible (or any combination thereof) as Executive shall in his election designate equal addition to the excess payments of the fair market value of the Common Stock as of the date of closing of the transaction effecting the change in control over the per share exercise price of the options held by Executive, times the number of shares of Common Stock subject to such options (whether or not then fully exercisable). The fair market value of the Common Stock shall be equal to the higher of (i) the value as determined by the Board of Directors of the Holding Company if there is no organized trading market for the shares at the time such determination is made, which per share value shall not be less than 1.8 times the per share book value of the stock or (ii) the closing price (or the average of the bid and asked prices if no closing price is available) on any nationally recognized securities exchange or association on which the Holding Company's shares may be quoted or listed, or (iii) the highest per share price actually paid for Common Stock of the Holding Company in connection with any change in control of the Employer. The severance payments Base Salary provided for in this Section 10.b. Paragraph 6(a) and 6(c) above], but, to the extent otherwise required by Paragraph 6(c), the Bank shall be paid remain obligated to reimburse Employee for the cost of health insurance coverage to the extent described in full not later than ten (10) days after the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is laterthat Paragraph. c. (b) For purposes of this Section 10Agreement, "change a “Change in control" of the Employer Control” shall meanbe deemed to have occurred if: 1. (i) after the Effective Date, any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split, or otherwise, which results in the acquisition or beneficial ownership “Person” (as such term is defined under rules in Sections 3(a)(9) and regulations promulgated under 13(d)(3) of the Securities Exchange Act of 1934, as amended) by ), directly or indirectly, acquires beneficial ownership of voting stock, or acquires irrevocable proxies or any person or entity or group combination of persons or entities acting in concertvoting stock and irrevocable proxies, of representing more than 50% or more of any class of voting securities of the outstanding shares of Common Stock Bank, or in any manner acquires control of the Employer.election of a majority of the directors of the Bank; or 2. (ii) the sale of Bank consolidates or merges with or into another corporation, or otherwise is reorganized, where the Bank is not the resulting or surviving corporation in such transaction; or (iii) all or substantially all of the Bank’s assets of the Employer; or 3. the liquidation of the Employerare sold or otherwise transferred to or acquired by any other corporation, association or other person, entity or group. d. If any payments to be made under this Section 10 constitute an "Excess Parachute Payment" as that term is defined in Section 280(g) of the Internal Revenue Code, the payments shall be reduced to the largest amount which would not constitute an "Excess Parachute Payment."

CHANGE IN CONTROL OF THE BANK. a. In the event of a "change “Change in control" Control” during the Term of the EmployerEmployment, as defined herein, and only to the extend permitted Employee is terminated by applicable statutes and regulations, Executive shall be entitled, the Bank (except “for a period of thirty (30Cause” as defined in Section 4.2 above) days from or the date of closing of the transaction effecting such change in control and at his election, to give written notice to Employer of termination of this Agreement and to receive a cash payment equal to one time (100%) the compensation, including incentive compensation, if any, received by Executive in Employee voluntarily resigns during the one-year period immediately preceding after the change Change in controlControl, but before he reaches age 75, then Employee shall be entitled to receive severance compensation in an amount equal to three (3) times the sum of: (i) his Base Salary then in effect and (ii) the bonus paid to Employee for the previous year. The severance payments provided for in Employee shall also be entitled to any other amounts owing to Employee at the time of such termination date. All amounts payable to Employee pursuant to this Section 10.a. 5 shall be paid in cash, commencing not later than ten (10) a lump sum within 14 days after following the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. b. In addition, if Executive elects to terminate this Agreement pursuant to this Section 10, Executive shall further be entitled, in lieu of shares of Common Stock of the Holding Company issuable upon exercise of stock options to which Executive is entitled, an amount in cash or Common Stock of the Holding Company or any other company into which shares of the Holding Company are convertible (or any combination thereof) as Executive shall in his election designate equal to the excess of the fair market value of the Common Stock as of the date of closing of the transaction effecting the change in control over the per share exercise price of the options held by Executive, times the number of shares of Common Stock subject to such options (whether or not then fully exercisable)resignation. The fair market value of the Common Stock shall be equal to the higher of (i) the value as determined by the Board of Directors of the Holding Company if there is no organized trading market for the shares at the time such determination is made, which per share value shall not be less than 1.8 times the per share book value of the stock or (ii) the closing price (or the average of the bid and asked prices if no closing price is available) on any nationally recognized securities exchange or association on which the Holding Company's shares may be quoted or listed, or (iii) the highest per share price actually paid for Common Stock of the Holding Company in connection with any change in control of the Employer. The severance payments provided for in this Section 10.b. shall be paid in full not later than ten (10) days after the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. c. For purposes of this Section 105, "change “Change in control" Control” of the Employer Bank shall meanmean the occurrence of any of the following events that does not also constitute a Non-Control Transaction: 1. (i) During any transactiontwelve (12) month period the individuals who are members of the Board of Mountain Valley Bancshares, whether by mergerInc., consolidationthe Bank’s holding company (the “Holding Company”) (the “Incumbent Board”), asset salecease for any reason to constitute at least 50% of the Board of the Holding Company; provided, tender offerhowever, reverse stock splitthat if the election, or otherwisenomination for election by the Holding Company’s shareholders, which results of any new director was approved in advance by a vote of at least 50% of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board. (ii) A future acquisition (other than directly from the Bank or beneficial ownership the Holding Company) of any voting securities of the Bank or the Holding Company (the “Voting Securities”) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Exchange Act) immediately after which such term is defined under rules and regulations Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amendedAct) by any person or entity or group of persons or entities acting in concert, of 50% or more of the outstanding shares of Common Stock combined voting power of the EmployerBank’s or the Holding Company’s then outstanding Voting Securities. 2. (iii) Any Person, or more than one Person acting as a group, acquires (or has acquired during the sale 12 month period ending of all the date of the most recent acquisition by such Person or substantially Persons) securities of the Company representing 30% or more of the Voting Securities; provided, however, that the event described in this paragraph (iii) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Bank or the Holding Company, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Bank or the Holding Company, or (C) by an underwriter temporarily holding securities pursuant to an offering of such securities; (iv) when any one Person, or more than one Person acting as a group, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Bank or the Holding Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Employer; or 3. the liquidation such entity (determined without regard to any liabilities associated with such assets) immediately prior to such acquisition or acquisitions, without regard to assets transferred to: (A) a shareholder or owner of the Employer. d. If any payments entity (immediately before the asset transfer) in exchange for or with respect to be made under this Section 10 constitute its stock, (B) an "Excess Parachute Payment" as that term is defined in Section 280(g) organization, 50% or more of the Internal Revenue Codetotal value or voting power of which is owned directly or indirectly, by the payments shall be reduced to entity immediately after the largest amount transfer, (C) a Person, or more than one Person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of the entity immediately after the transfer or (D) an organization, at least 50% of the total value or voting power of which would not constitute an "Excess Parachute Paymentis owned, directly or indirectly, by a Person, or more than one Person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of the entity immediately after the transfer."

CHANGE IN CONTROL OF THE BANK. a. In the event of a "change in control" of the Employer, as defined herein, and only to the extend permitted by applicable statutes and regulations, Executive shall be entitled, for a period of thirty (30) days from the date of closing of the transaction effecting such change in control and at his election, to give written notice to Employer of termination of this Agreement and to receive a cash payment equal to one time (100%) the compensation, including incentive compensation, if any, received by Executive in the one-year period immediately preceding the change in control. The severance payments provided for in this Section 10.a. shall be paid in cash, commencing not later than ten (10) days after the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. b. In addition, if Executive elects to terminate this Agreement pursuant to this Section 10, Executive shall further be entitled, in lieu of shares of Common Stock of the Holding Company issuable upon exercise of stock options to which Executive is entitled, an amount in cash or Common Stock of the Holding Company or any other company into which shares of the Holding Company are convertible (or any combination thereof) as Executive shall in his election designate equal to the excess of the fair market value of the Common Stock as of the date of closing of the transaction effecting the change in control over the per share exercise price of the options held by Executive, times the number of shares of Common Stock subject to such options (whether or not then fully exercisable). The fair market value of the Common Stock shall be equal to the higher of (i) the value as determined by the Board of Directors of the Holding Company if there is no organized trading market for the shares at the time such determination is made, which per share value shall not be less than 1.8 times the per share book value of the stock or (ii) the closing price (or the average of the bid and asked prices if no closing price is available) on any nationally recognized securities exchange or association on which the Holding Company's shares may be quoted or listed, or (iii) the highest per share price actually paid for Common Stock of the Holding Company in connection with any change in control of the Employer. The severance payments provided for in this Section 10.b. shall be paid in full not later than ten (10) days after the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. c. For purposes of this Section 10d. Further, upon a "change in control" ", the Company and the Bank shall cause the Key Man whole life insurance policy on Executive in the face amount of $500,000, currently owned by and maintained for the benefit of the Employer shall mean: 1Company and the Bank, to be conveyed to Executive on a fully paid-up basis. The Company and the Bank, in so doing, will relinquish any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split, or otherwise, which results interest in the acquisition or beneficial ownership (as such term is defined under rules and regulations promulgated benefits under the Securities Exchange Act policy. During the term of 1934this agreement and any extensions and renewals thereof, as amended) by any person or entity or group the Company and the Bank shall continue to fund premiums in such amounts to ensure the continuation of persons or entities acting benefits under the policy. This conveyance is not contingent upon the notice requirements set forth in concert, of 50% or more of the outstanding shares of Common Stock of the Employer. 2. the sale of all or substantially all of the assets of the Employer; or 3. the liquidation of the Employer. d. If any payments to be made under this Section 10 constitute an "Excess Parachute Payment" as that term is defined in Section 280(g) of the Internal Revenue Code, the payments shall be reduced to the largest amount which would not constitute an "Excess Parachute Payment10."

CHANGE IN CONTROL OF THE BANK. a. In the event of a "change “Change in control" Control” during the Term of the EmployerEmployment, as defined herein, and only to the extend permitted Employee either (i) is terminated by applicable statutes and regulationsthe Bank (except “for Cause” as defined in Section 4.2 above), Executive shall be entitled, for a period of thirty (30) days from or the date of closing of the transaction effecting such change in control and at his election, to give written notice to Employer of termination of this Agreement and to receive a cash payment equal to one time (100%) the compensation, including incentive compensation, if any, received by Executive in Employee voluntarily resigns during the one-year period immediately preceding after the change Change in controlControl, but before he reaches age 75, then Employee shall be entitled to receive severance compensation in an amount equal to three (3) times the sum of: (i) his Base Salary then in effect and (ii) the bonus paid to Employee for the previous year. The severance payments provided for in Employee shall also be entitled to any other amounts owing to Employee at the time of such termination date. All amounts payable to Employee pursuant to this Section 10.a. 5 shall be paid in cash, commencing not later than ten (10) a lump sum within 14 days after following the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. b. In addition, if Executive elects to terminate this Agreement pursuant to this Section 10, Executive shall further be entitled, in lieu of shares of Common Stock of the Holding Company issuable upon exercise of stock options to which Executive is entitled, an amount in cash or Common Stock of the Holding Company or any other company into which shares of the Holding Company are convertible (or any combination thereof) as Executive shall in his election designate equal to the excess of the fair market value of the Common Stock as of the date of closing of the transaction effecting the change in control over the per share exercise price of the options held by Executive, times the number of shares of Common Stock subject to such options (whether or not then fully exercisable)resignation. The fair market value of the Common Stock shall be equal to the higher of (i) the value as determined by the Board of Directors of the Holding Company if there is no organized trading market for the shares at the time such determination is made, which per share value shall not be less than 1.8 times the per share book value of the stock or (ii) the closing price (or the average of the bid and asked prices if no closing price is available) on any nationally recognized securities exchange or association on which the Holding Company's shares may be quoted or listed, or (iii) the highest per share price actually paid for Common Stock of the Holding Company in connection with any change in control of the Employer. The severance payments provided for in this Section 10.b. shall be paid in full not later than ten (10) days after the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. c. For purposes of this Section 105, "change “Change in control" Control” of the Employer Bank shall meanmean the occurrence of any of the following events that does not also constitute a Non-Control Transaction: 1. (i) During any transactiontwelve (12) month period, whether by mergerthe individuals who are members of the Board of Mountain Valley Bancshares, consolidationInc., asset salethe Bank’s holding company (the “Holding Company”) (the “Incumbent Board”), tender offercease for any reason to constitute at least 50% of the Board of the Holding Company; provided, reverse stock splithowever, that if the election, or otherwisenomination for election by the Holding Company’s shareholders, which results of any new director was approved in advance by a vote of at least 50% of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board. (ii) A future acquisition (other than directly from the Bank or beneficial ownership the Holding Company) of any voting securities of the Bank or the Holding Company (the “Voting Securities”) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Exchange Act) immediately after which such term is defined under rules and regulations Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amendedAct) by any person or entity or group of persons or entities acting in concert, of 50% or more of the outstanding shares of Common Stock combined voting power of the EmployerBank’s or the Holding Company’s then outstanding Voting Securities. 2. (iii) Any Person, or more than one Person acting as a group, acquires (or has acquired during the sale 12 month period ending of all the date of the most recent acquisition by such Person or substantially Persons) securities of the Company representing 30% or more of the Voting Securities; provided, however, that the event described in this paragraph (iii) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Bank or the Holding Company, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Bank or the Holding Company, or (C) by an underwriter temporarily holding securities pursuant to an offering of such securities. (iv) When any one Person, or more than one Person acting as a group, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Bank or the Holding Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Employer; or 3. the liquidation such entity (determined without regard to any liabilities associated with such assets) immediately prior to such acquisition or acquisitions, without regard to assets transferred to: (A) a shareholder or owner of the Employer. d. If any payments entity (immediately before the asset transfer) in exchange for or with respect to be made under this Section 10 constitute its stock, (B) an "Excess Parachute Payment" as that term is defined in Section 280(g) organization, 50% or more of the Internal Revenue Codetotal value or voting power of which is owned directly or indirectly, by the payments shall be reduced to entity immediately after the largest amount transfer, (C) a Person, or more than one Person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of the entity immediately after the transfer or (D) an organization, at least 50% of the total value or voting power of which would not constitute an "Excess Parachute Paymentis owned, directly or indirectly, by a Person, or more than one Person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of the entity immediately after the transfer."

CHANGE IN CONTROL OF THE BANK. a. In the event of a "change in control" of the Employer, as defined herein, and only to the extend permitted by applicable statutes and regulations, Executive shall be entitled, for a period of thirty (30) days from the date of closing of the transaction effecting such change in control and at his election, to give written notice to Employer of termination of this Agreement and to receive a cash payment equal to one time (100%) the compensation, including incentive compensation, if any, received by Executive in the one-year period immediately preceding the change in control. The severance payments provided for in this Section 10.a. shall be paid in cash, commencing not later than ten (10) days after the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. b. In addition, if Executive elects to terminate this Agreement pursuant to this Section 10, Executive shall further be entitled, in lieu of shares of Common Stock of the Holding Company issuable upon exercise of stock options to which Executive is entitledisentitled, an amount in cash or Common Stock of the Holding Company or any other company into which shares of the Holding Company are convertible (or any combination thereof) as Executive shall in his election designate equal to the excess of the fair market value of the Common Stock as of the date of closing of the transaction effecting the change in control over the per share exercise price of the options held by Executive, times the number of shares of Common Stock subject to such options (whether or not then fully exercisable). The fair market value of the Common Stock shall be equal to the higher of (i) the value as determined by the Board of Directors of the Holding Company if there is no organized trading market for the shares at the time such determination is made, which per share value shall not be less than 1.8 times the per share book value of the stock or (ii) the closing price (or the average of the bid and asked prices if no closing price is available) on any nationally recognized securities exchange or association on which the Holding Company's shares may be quoted or listed, or (iii) the highest per share price actually paid for Common Stock of the Holding Company in connection with any change in control of the Employer. The severance payments provided for in this Section 10.b. shall be paid in full not later than ten (10) days after the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. c. For purposes of this Section 10, "change in control" of the Employer shall mean: 1. any transaction, whether by merger, consolidation, asset sale, tender offer, reverse stock split, or otherwise, which results in the acquisition or beneficial ownership (as such term is defined under rules and regulations promulgated under the Securities Exchange Act of 1934, as amended) by any person or entity or group of persons or entities acting in concert, of 50% or more of the outstanding shares of Common Stock of the Employer. 2. the sale of all or substantially all of the assets of the Employer; or 3. the liquidation of the Employer. d. If any payments to be made under this Section 10 constitute an "Excess Parachute Payment" as that term is defined in Section 280(g) of the Internal Revenue Code, the payments shall be reduced to the largest amount which would not constitute an "Excess Parachute Payment."

CHANGE IN CONTROL OF THE BANK. a. In Subject to the limitations set forth in Sections 9 and 10, in the event of a "change “Change in control" of the Employer, Control” (as defined hereinbelow) during the Term of Employment, and only to the extend permitted Employee (i) is terminated by applicable statutes and regulations, Executive shall be entitled, the Bank from her employment (except “for a period of thirty (30Cause” as defined in Section 4.2 above) days from the date of closing of the transaction effecting such change in control and at his election, to give written notice to Employer of termination of this Agreement and to receive a cash payment equal to one time (100%) the compensation, including incentive compensation, if any, received by Executive in during the one-year period immediately preceding after the change Change in control. The Control becomes effective; (ii) voluntarily resigns during the 90 day period following the Change in Control; or (iii) resigns for Good Reason within 30 days after the effective date the event giving rise to Good Reason (provided that the resignation must also fall within the one-year period after the Change in Control becomes effective), then Employee shall be entitled to receive severance payments provided for compensation in this Section 10.a. an amount equal to two hundred percent (200%) of her Base Salary then in effect and any other amounts owing to Employee at the time of such termination date, which shall be paid in cash, commencing not later than ten a lump sum within fourteen (1014) days after following the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. b. In addition, if Executive elects to terminate this Agreement pursuant to this Section 10, Executive shall further be entitled, in lieu of shares of Common Stock of the Holding Company issuable upon exercise of stock options to which Executive is entitled, an amount in cash or Common Stock of the Holding Company or any other company into which shares of the Holding Company are convertible (or any combination thereof) as Executive shall in his election designate equal to the excess of the fair market value of the Common Stock as of the date of closing of the transaction effecting the change in control over the per share exercise price of the options held by Executive, times the number of shares of Common Stock subject to such options (whether or not then fully exercisable)resignation. The fair market value of the Common Stock shall be equal to the higher of (i) the value as determined by the Board of Directors of the Holding Company if there is no organized trading market for the shares at the time such determination is made, which per share value shall not be less than 1.8 times the per share book value of the stock or (ii) the closing price (or the average of the bid and asked prices if no closing price is available) on any nationally recognized securities exchange or association on which the Holding Company's shares may be quoted or listed, or (iii) the highest per share price actually paid for Common Stock of the Holding Company in connection with any change in control of the Employer. The severance payments provided for in this Section 10.b. shall be paid in full not later than ten (10) days after the date of notice of termination by Executive under this Section 10 or ten (10) days after the date of closing of the transaction effecting the change in control of the Employer, whichever is later. c. For purposes of this Section 105, "change “Change in control" Control” of the Employer Bank shall meanmean the occurrence of any of the following events that does not also constitute a Non-Control Transaction: 1. (i) During any transactiontwelve (12) month period the individuals who are members of the Board of the Bank or, whether by mergerif applicable, consolidationthe Bank’s holding company (the “Holding Company”) (the “Incumbent Board”), asset salecease for any reason to constitute at least 50% of the Board of Holding Company; provided, tender offerhowever, reverse stock splitthat if the election, or otherwisenomination for election by the Bank’s or the Holding Company’s shareholders, which results of any new director was approved in advance by a vote of at least 50% of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board (this Section (i) shall apply only with respect to the Holding Company as long as it is the majority shareholder of the Bank). (ii) The acquisition (other than directly from the Bank or beneficial ownership the Holding Company) of any voting securities of the Bank or the Holding Company (the “Voting Securities”) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Exchange Act) immediately after which such term is defined under rules and regulations Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amendedAct) by any person or entity or group of persons or entities acting in concert, of 50% or more of the outstanding shares of Common Stock combined voting power of the EmployerBank’s or the Holding Company’s then outstanding Voting Securities. 2. (iii) Any one Person, or more than one Person acting as a group, acquires (or has acquired during the sale 12 month period ending of all the date of the most recent acquisition by such Person or substantially Persons) securities of the Company representing 30% or more of the Voting Securities; provided, however, that the event described in this paragraph (iii) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Bank or the Holding Company, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Bank or the Holding Company, or (C) by an underwriter temporarily holding securities pursuant to an offering of such securities. (iv) Any one Person, or more than one Person acting as a group, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Bank or the Holding Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Employer; or 3. the liquidation such entity (determined without regard to any liabilities associated with such assets) immediately prior to such acquisition or acquisitions, without regard to assets transferred to: (A) a shareholder or owner of the Employer. d. If any payments entity (immediately before the asset transfer) in exchange for or with respect to be made under this Section 10 constitute its stock, (B) an "Excess Parachute Payment" as that term is defined in Section 280(g) organization, 50% or more of the Internal Revenue Codetotal value or voting power of which is owned directly or indirectly, by the payments shall be reduced to entity immediately after the largest amount transfer, (C) a Person, or more than one Person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of the entity immediately after the transfer or (D) an organization, at least 50% of the total value or voting power of which would not constitute an "Excess Parachute Paymentis owned, directly or indirectly, by a Person, or more than one Person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of the entity immediately after the transfer."