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

Change in Control; Voluntary Termination. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 11(a)(2) hereof, the Employee may voluntarily terminate employment under this Agreement within 12 months following a change in control of the Company, as defined in paragraph (a)(4) of this Section 11, should any of the following events occur and which have not been consented to in advance by the Employee in writing: (i) the requirement that the Employee perform his principal executive functions more than 50 miles from Employee’s primary office as of the date of the change in control; (ii) a material reduction in the Employee’s base compensation as in effect on the date of the change in control or as the same may be changed by mutual agreement from time to time; (iii) the failure by the Company to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided under any employee benefit plan in which the Employee is a participant at the time of the change in control, or the taking of any action which would materially reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed at the time of the change in control; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s position as referenced at Section 1; or (v) a material diminution or reduction in the Employee’s responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with employment with the Company. In any of these cases, the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date of the Employee’s termination; provided, however, that if the Employee dies prior to payment, the payment will be made to the Employee’s beneficiaries on the first of the month following the Employee’s death, if sooner. Payment under this subsection (b) is in lieu of the payment of any benefits under Section 9 hereof.

Change in Control; Voluntary Termination. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 11(a)(2Sections 10(a)(2), 10(c), and 10(e) hereof, the Employee may voluntarily terminate his employment under this Agreement within 12 months ninety (90) days following a change Change in control of the Company, Control as defined in paragraph (a)(4) of this Section 1110, should and the Employee shall thereupon be entitled to receive the payment described in Section 10(a) of this Agreement. Alternatively, the Employee may voluntarily terminate his employment under this Agreement if, within twelve (12) months following such Change in Control of the Bank or the Company an event constituting a Constructive Discharge shall occur. If an event constituting a Constructive Discharge shall occur, the Employee shall be entitled to voluntarily terminate employment within ninety (90) days of such Constructive Discharge and shall be entitled to the payments and benefits set forth in Section 10(a) hereof. For purposes of this Section 10, a Constructive Discharge includes any of the following events occur and which have has not been consented to in advance by the Employee in writing: (i) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 thirty-five (35) miles from Employee’s his primary office as of the date of the change Change in controlControl; (ii) a material reduction in the Employee’s base compensation as in effect on the date of the change Change in control Control or as the same may be changed by mutual agreement from time to time; (iii) the failure to increase the Employees Base Salary or to pay the Employee discretionary bonuses pursuant to Sections 2 and 3 of this Agreement; (iv) the failure by the Company Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plan plans in which the Employee is now or hereafter becomes a participant at the time of the change in controlparticipant, or the taking of any action by the Bank which would materially directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him at the time of the change Change in controlControl; (ivv) the requirement that the Employee report directly to a person or persons other than the Board; (vi) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s his position as referenced at Section 1; (vii) a failure to elect or reelect the Employee to the Board of Directors of the Bank, if the Employee is serving on the Board on the date of the Change in Control; (vviii) a material diminution or reduction in the Employee’s responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with his employment with the CompanyBank. In any of these cases, All amounts payable to the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date of the Employee’s termination; provided, however, that if the Employee dies prior to payment, the payment will be made to the Employee’s beneficiaries on the first of the month following the Employee’s death, if sooner. Payment under this subsection (bSection 10(b) is shall be paid in lieu of the payment of any benefits same manner as required under Section 9 10(a) hereof.

Change in Control; Voluntary Termination. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 11(a)(2) hereof, the Employee may voluntarily terminate his employment under this Agreement within 12 twelve (12) months following a change Change in control Control of the CompanyBank, as defined in paragraph (a)(4) of this Section 11, should and the Employee shall thereupon be entitled to receive the payment described in Section 11(a)(1) of this Agreement, within ninety (90) days following the occurrence of any of the following events occur and events, which have has not been consented to in advance by the Employee in writing: ; (i) the requirement that the Employee perform his principal executive functions more than 50 thirty (30) miles from Employee’s his primary office as of the date of the change Change in controlControl; (ii) a material reduction in the Employee’s 's base compensation as in effect on the date of the change Change in control Control or as the same may be changed by mutual agreement from time to time, unless part of an institution-wide reduction; (iii) the failure by the Company Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any employee benefit plan in which the Employee is a participant at the time of the change Change in controlControl, or the taking of any action which would materially reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him at the time of the change Change in controlControl, unless part of an institution-wide reduction; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s his position as referenced at Section 1; (v) a failure to elect or re-elect the Employee to the Board of Directors of the Bank, if the Employee is serving on the Board on the date of the Change in Control; or (vvi) a material diminution or reduction in the Employee’s 's responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with his employment with the Company. In any of these cases, the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date of the Employee’s termination; provided, however, that if the Employee dies prior to payment, the payment will be made to the Employee’s beneficiaries on the first of the month following the Employee’s death, if sooner. Payment under this subsection (b) is in lieu of the payment of any benefits under Section 9 hereofBank.

Change in Control; Voluntary Termination. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 11(a)(2Sections 10(a)(2), 10(c), and 10(e) hereof, the Employee may voluntarily terminate her employment under this Agreement within 12 months ninety (90) days following a change Change in control of the Company, Control as defined in paragraph (a)(4a)(3) of this Section 1110, should and the Employee shall thereupon be entitled to receive the payment described in Section 10(a) of this Agreement. Alternatively, the Employee may voluntarily terminate her employment under this Agreement if, within twelve (12) months following such Change in Control of the Bank or the Company, an event constituting a Constructive Discharge shall occur. If an event constituting a Constructive Discharge shall occur, the Employee shall be entitled to voluntarily terminate employment within ninety (90) days of such Constructive Discharge and shall be entitled to the payments and benefits set forth in Section 10(a) hereof. For purposes of this Section 10, a Constructive Discharge includes any of the following events occur and which have has not been consented to in advance by the Employee in writing: (i) the requirement that the Employee move her personal residence, or perform his her principal executive functions functions, more than 50 thirty-five (35) miles from Employee’s her primary office as of the date of the change Change in controlControl; (ii) a material reduction in the Employee’s base compensation as in effect on the date of the change Change in control Control or as the same may be changed by mutual agreement from time to time; (iii) the failure to increase the Employees Base Salary or to pay the Employee discretionary bonuses pursuant to Sections 2 and 3 of this Agreement; (iv) the failure by the Company Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to her under any of the employee benefit plan plans in which the Employee is now or hereafter becomes a participant at the time of the change in controlparticipant, or the taking of any action by the Bank which would materially directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by her at the time of the change Change in controlControl; (ivv) the requirement that the Employee report directly to a person or persons other than the Board; (vi) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s her position as referenced at Section 1; (vii) a failure to elect or reelect the Employee to the Board of Directors of the Bank, if the Employee is serving on the Board on the date of the Change in Control; (vviii) a material diminution or reduction in the Employee’s responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with her employment with the Company. In any of these cases, the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date of the Employee’s termination; provided, however, that if the Employee dies prior to payment, the payment will be made to the Employee’s beneficiaries on the first of the month following the Employee’s death, if sooner. Payment under this subsection (b) is in lieu of the payment of any benefits under Section 9 hereofBank.

Change in Control; Voluntary Termination. Notwithstanding any ---------------------------------------- other provision of this Agreement to the contrary, but subject to Section 11(a)(2) hereof, the Employee may voluntarily terminate his employment under this Agreement within 12 twenty-four (24) months following a change in control of the Bank or the Company, as defined in paragraph (a)(4) of this Section 111, should and the Employee shall thereupon be entitled to receive the payment described in Section 1(a)(1) and (2) of this Agreement, within ninety (90) days following the occurrence of any of the following events occur and events, which have has not been consented to in advance by the Employee in writing: (i) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 fifteen (15) linear miles from Employee’s his primary office as of the date of the change in control; (ii) a material reduction in the Employee’s 's base compensation as in effect on the date of the change in control or as the same may be changed by mutual agreement increased from time to time; (iii) the failure by the Company Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plan plans in which the Employee is now or hereafter becomes a participant at the time of the change in controlparticipant, or the taking of any action by the Bank which would materially directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him at the time of the change in control; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s position as referenced at Section 1his position; (v) a failure to elect or reelect the Employee to the Board of Directors of the Bank, if the Employee is serving on the Board on the date of the change in control; or (vvi) a material diminution or reduction in the Employee’s 's responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with his employment with the Company. In any of these cases, the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date of the Employee’s termination; provided, however, that if the Employee dies prior to payment, the payment will be made to the Employee’s beneficiaries on the first of the month following the Employee’s death, if sooner. Payment under this subsection (b) is in lieu of the payment of any benefits under Section 9 hereofBank.

Change in Control; Voluntary Termination. Notwithstanding any ---------------------------------------- other provision of this Agreement to the contrary, but subject to Section 11(a)(2) hereof, the Employee may shall be entitled to collect the severance benefits set forth in Section 11(a)(1) hereof in the event that either (i) the Employee voluntarily terminate terminates his employment under this Agreement for any reason within 12 months the 30-day period beginning on the date of a Change in Control, or (ii) the Employee voluntarily terminates his employment within ninety (90) days following a change in control the occurrence of the Company, as defined in paragraph (a)(4) of this Section 11, should any of the following events occur and events, which have has not been consented to in advance by the Employee in writingwriting and occur within the --- Protected Period: (i) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 thirty (30) miles from Employee’s his primary office as of the date of the change in control; (ii) a material reduction in the Employee’s 's base compensation as in effect on the date of the change in control or as the same may be changed by mutual agreement increased from time to time; (iii) the failure by the Company Association to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plan plans in which the Employee is now or hereafter becomes a participant at the time of the change in controlparticipant, or the taking of any action by the Association which would materially directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him at the time of the change in control; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s his position as referenced at Section 1; or (v) a failure to elect or reelect the Employee to the Board of Directors of the Association, if the Employee is serving on the Board on the date of the change in control; (vi) a material diminution or reduction in the Employee’s 's responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with his employment with the Company. In any of these cases, Association; or (vii) a material reduction in the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date secretarial or other administrative support of the Employee’s termination; provided, however, that if the Employee dies prior to payment, the payment will . Said sum shall be made to the Employee’s beneficiaries on the first of the month following the Employee’s death, if sooner. Payment under this subsection (b) is paid in lieu of the payment of any benefits under Section 9 hereof.

Change in Control; Voluntary Termination. Notwithstanding any ---------------------------------------- other provision of this Agreement to the contrary, but subject to Section Sections 11(a)(2), 11(a)(3), and 11(c) hereof, the Employee may voluntarily terminate her employment under this Agreement within 12 months thirty (30) days following a change in control of the Bank or the Company, as defined in paragraph (a)(4Section 11(a)(4) hereof, and be entitled to receive the payment described in Section 11(a)(1) of this Agreement. Alternatively, the Employee may voluntarily terminate her employment under this Agreement within twelve (12) months following such change in control of the Bank or the Company and the Employee shall thereupon be entitled to receive the payment described in Section 11, should 11(a)(1) of this Agreement upon the occurrence of any of the following events occur and events, or within 90 days thereafter, which have has not been consented to in advance by the Employee in writing: (i) the requirement that the Employee perform his her principal executive functions more than 50 thirty (30) miles from Employee’s her primary office as of the date of the change in control; (ii) a material reduction in the Employee’s 's base compensation as in effect on the date of the change in control or as the same may be changed by mutual agreement from time to timetime other than in connection with an institution- wide reduction in force; (iii) the failure by the Company Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to her under any employee benefit plan in which the Employee is a participant at the time of the change in control, or the taking of any action which by the Bank which, directly or indirectly, would materially reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by her at the time of the change in control; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s her position as referenced at Section 1; or (v) a failure to elect or reelect the Employee to the Board of Directors of the Bank, if the Employee is serving on the Board on the date of the change in control; (vi) a material diminution or reduction in the Employee’s 's responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with her employment with the Company. In any of these cases, the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date of the Employee’s termination; provided, however, that Bank if the Employee dies prior to payment, was serving on the payment will be made Board on the Effective Date or was otherwise elected to the Employee’s beneficiaries on Board during the first term of this Agreement; or (vii) a material reduction in the secretarial or other administrative support of the month following the Employee’s death, if sooner. Payment under this subsection (b) is Employee other than in lieu of the payment of any benefits under Section 9 hereofconnection with an institution-wide reduction in force.

Change in Control; Voluntary Termination. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 11(a)(2) hereof, the Employee may voluntarily terminate his employment under this Agreement, and be entitled to the payment described in Section 1(a) of this Agreement within 12 twenty-four (24) months following a change Change in control Control of the Company, as defined in paragraph Bank or the Company and within ninety (a)(490) days following the occurrence of this Section 11, should any of the following events occur and events, which have has not been consented to in advance by the Employee in writing: (i) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 thirty (30) miles from Employee’s his primary office as of the date of the change in control; (ii) a material reduction in the Employee’s 's base compensation as in effect on the date of the change in control or as the same may be changed by mutual agreement increased from time to time; (iii) the failure by the Company Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plan plans in which the Employee is now or hereafter becomes a participant at the time of the change in controlparticipant, or the taking of any action by the Bank which would materially directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him at the time of the change in control; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s position as referenced at Section 1his position; (v) a failure to elect or reelect the Employee to the Board of Directors of the Bank, if the Employee is serving on the Board on the date of the change in control; or (vvi) a material diminution or reduction in the Employee’s 's responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with his employment with the Company. In any of these cases, the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date of the Employee’s termination; provided, however, that if the Employee dies prior to payment, the payment will be made to the Employee’s beneficiaries on the first of the month following the Employee’s death, if sooner. Payment under this subsection (b) is in lieu of the payment of any benefits under Section 9 hereofBank.

Change in Control; Voluntary Termination. (1) Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 11(a)(2) hereof, the Employee may voluntarily terminate his employment under this Agreement within 12 24 months following a change Change in control Control of the Bank or the Company, as defined in paragraph (a)(4) of this Section 11, should and the Employee shall thereupon be entitled to receive the payment described in Section 11(a) of this Agreement upon the occurrence of any of the following events occur and events, or within 90 days thereafter, which have has not been consented to in advance by the Employee in writing: (i) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 miles from Employee’s his primary office as of the date of the change Change in controlControl; (ii) a material reduction in the Employee’s 's base compensation as in effect on the date of the change Change in control Control or as the same may be changed by mutual agreement from time to time; (iii) the failure by the Company and/or the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any employee benefit plan plans in which the Employee is a participant at the time of the change Change in controlControl, or the taking of any action which would materially directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him at the time of the change Change in controlControl; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s his position as referenced at Section 1; or (v) a failure to elect or reelect the Employee to the Board of Directors of the Company or the Bank, if the Employee is serving on the Board on the date of the Change in Control and the Company and/or the Bank is a surviving corporation in the transaction which results in the Change in Control; (vi) a material diminution or reduction in the Employee’s 's responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with employment with his employment; or (vii) a material reduction in the Company. In any of these cases, the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date secretarial or other administrative support of the Employee’s termination; provided, however, that if the Employee dies prior to payment, the payment will . Said sum shall be made to the Employee’s beneficiaries on the first of the month following the Employee’s death, if sooner. Payment under this subsection (b) is paid in lieu of the payment of any benefits benefit under Section 9 hereof. (2) Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 11(a)(2) hereof, the Employee may voluntarily terminate his employment under this Agreement following a Change in Control of the Bank or the Company, as defined in paragraph (a)(4) of this Section 11, and the Employee shall thereupon be entitled to receive the following payments: (i) within 12 months following a Change in Control of the Bank or the Company, the Employee shall be entitled to receive the salary provided pursuant to Section 2 hereof for an additional 12-month period; (ii) after 12 months but within 24 months following a Change in Control of the Bank or the Company, the Employee shall be entitled to receive the salary provided pursuant to Section 2 hereof for an additional 24-month period; and (iii) after 24 months but within 36 months following a Change in Control of the Bank or the Company, the Employee shall be entitled to receive the payments described in Section 11(a) of this Agreement. At the election of the Employee, which election is to be made within 30 days of the Employee's voluntary termination, such payments shall be made in a lump sum or paid monthly. Said sum shall be paid in lieu of the payment of any benefit under Section 9 hereof.

Change in Control; Voluntary Termination. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 11(a)(2) hereof, the Employee may voluntarily terminate his employment under this Agreement within 12 twelve (12) months following a change Change in control Control of the CompanyBank, as defined in paragraph (a)(4) of this Section 11, should and the Employee shall thereupon be entitled to receive the payment described in Section 11(a)(1) of this Agreement, within ninety (90) days following the occurrence of any of the following events occur and events, which have has not been consented to in advance by the Employee in writing: ; (i) the requirement that the Employee perform his principal executive functions more than 50 thirty (30) miles from Employee’s his primary office as of the date of the change Change in controlControl; (ii) a material reduction in the Employee’s 's base compensation as in effect on the date of the change Change in control Control or as the same may be changed by mutual agreement from time to time, unless part of an institution-wide reduction; (iii) the failure by the Company Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any employee benefit plan in which the Employee is a participant at the time of the change Change in controlControl, or the taking of any action which would materially reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him at the time of the change Change in controlControl, unless part of an institution-wide reduction; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s his position as referenced at Section 1; (v) a failure to elect or re-elect the Employee to the Board of Directors of the Bank, if the Employee is serving on the Board on the date of the Change in Control; or (vvi) a material diminution or reduction in the Employee’s 's responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with his employment with the Company. In any of these cases, Bank; or (vii) a material reduction in the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date secretarial or other administrative support of the Employee’s termination; provided, however, that if the Employee dies prior to payment, the payment will be made to the Employee’s beneficiaries on the first of the month following the Employee’s death, if sooner. Payment under this subsection (b) is in lieu of the payment of any benefits under Section 9 hereof.

Change in Control; Voluntary Termination. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 11(a)(2) hereof, the Employee may voluntarily terminate employment under this Agreement within 12 months following a change in control of the Company, as defined in paragraph (a)(4a) of this Section 11, should any of the following events occur and which have not been consented to in advance by the Employee in writing: writing (and the Employee shall thereupon be entitled to receive the payment and terms as described in Section 11(a) of this Agreement within 90 days): (i) the requirement that the Employee move personal residence or perform his principal executive functions more than 50 miles from the Employee’s 's primary office as of the date of the change in control; (ii) a material reduction in the Employee’s 's base compensation as in effect on the date of the change in control or as the same may be changed by mutual agreement from time to time; (iii) the failure by the Company to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided under any employee benefit plan plans in which the Employee is now or hereafter becomes a participant at the time of the change in controlparticipant, or the taking of any action by the Company which would materially directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed at the time of the change in control; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with the Employee’s 's position as referenced at Section 1; or (v) a material diminution or reduction in the Employee’s 's responsibilities or authority (including excluding reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with employment with the Company. In any of these cases, the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date of the Employee’s termination; provided, however, that if the Employee dies prior to payment, the payment will Said sum shall be made to the Employee’s beneficiaries on the first of the month following the Employee’s death, if sooner. Payment under this subsection (b) is paid in lieu of the payment of any benefits under Section 9 hereof.

Change in Control; Voluntary Termination. Notwithstanding any ---------------------------------------- other provision of this Agreement to the contrary, but subject to Section 11(a)(2) hereof, the Employee may voluntarily terminate his employment under this Agreement within 12 thirty-six (36) months following a change in control of the Bank or the Company, as defined in paragraph (a)(4) of this Section 11, should and the Employee shall thereupon be entitled to receive the payment described in Section 11(a)(1) of this Agreement, within ninety (90) days following the occurrence of any of the following events occur and events, which have has not been consented to in advance by the Employee in writing: (i) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 thirty (30) miles from Employee’s his primary office as of the date of the change in control; (ii) a material reduction in the Employee’s 's base compensation as in effect on the date of the change in control or as the same may be changed by mutual agreement increased from time to time; (iii) the failure by the Company Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plan plans in which the Employee is now or hereafter becomes a participant at the time of the change in controlparticipant, or the taking of any action by the Bank which would materially directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him at the time of the change in control; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s his position as referenced at Section 1; (v) a failure to elect or reelect the Employee to the Board of Directors of the Bank, if the Employee is serving on the Board on the date of the change in control; or (vvi) a material diminution or reduction in the Employee’s 's responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with his employment with the Company. In any of these cases, Bank; or (vii) a material reduction in the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date secretarial or other administrative support of the Employee’s termination; provided, however, that if the Employee dies prior to payment, the payment will be made to the Employee’s beneficiaries on the first of the month following the Employee’s death, if sooner. Payment under this subsection (b) is in lieu of the payment of any benefits under Section 9 hereof.

Change in Control; Voluntary Termination. Notwithstanding any ---------------------------------------- other provision of this Agreement to the contrary, but subject to Section 11(a)(2) hereof, the Employee may voluntarily terminate his employment under this Agreement within 12 months following a change in control of the Bank or the Company, as defined in paragraph (a)(4) of this Section 11, should and the Employee shall thereupon be entitled to receive the payment described in Section 11(a)(1) of this Agreement, within 90 days following the occurrence of any of the following events occur and events, which have has not been consented to in advance by the Employee in writing: (i) the requirement that the Employee perform his principal executive functions more than 50 30 miles from Employee’s his primary office as of the date of the change in control; (ii) a material reduction in the Employee’s 's base compensation as in effect on the date of the change in control or as the same may be changed by mutual agreement from time to time; (iii) the failure by the Company Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any employee benefit plan in which the Employee is a participant at the time of the change in control, or the taking of any action which would materially reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him at the time of the change in control; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s his position as referenced at Section 1; or (v) a failure to elect or reelect the Employee to the Board of Directors of the Bank, if the Employee is serving on the Board on the date of the change in control; (vi) a material diminution or reduction in the Employee’s 's responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with his employment with the Company. In any of these cases, Bank; or (vii) a material reduction in the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date secretarial or other administrative support of the Employee’s termination; provided, however, that if the Employee dies prior to payment, the payment will be made to the Employee’s beneficiaries on the first of the month following the Employee’s death, if sooner. Payment under this subsection (b) is in lieu of the payment of any benefits under Section 9 hereof.

Change in Control; Voluntary Termination. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 11(a)(2) hereof, the Employee may voluntarily terminate his employment under this Agreement within 12 twelve (12) months following a change Change in control Control of the CompanyBank, as defined in paragraph (a)(4) of this Section 11, should and the Employee shall thereupon be entitled to receive the payment described in Section 11(a)(1) of this Agreement, within ninety (90) days following the occurrence of any of the following events occur and events, which have has not been consented to in advance by the Employee in writing: ; (i) the requirement that the Employee perform his principal executive functions more than 50 thirty (30) miles from Employee’s his primary office as of the date of the change Change in controlControl; (ii) a material reduction in the Employee’s base compensation as in effect on the date of the change Change in control Control or as the same may be changed by mutual agreement from time to time, unless part of an institution-wide reduction; (iii) the failure by the Company Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any employee benefit plan in which the Employee is a participant at the time of the change Change in controlControl, or the taking of any action which would materially reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him at the time of the change Change in controlControl, unless part of an institution-wide reduction; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s his position as referenced at Section 1; or (v) a material diminution or reduction in the Employee’s responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with his employment with the Company. In any of these cases, the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date of the Employee’s termination; provided, however, that if the Employee dies prior to payment, the payment will be made to the Employee’s beneficiaries on the first of the month following the Employee’s death, if sooner. Payment under this subsection (b) is in lieu of the payment of any benefits under Section 9 hereofBank.

Change in Control; Voluntary Termination. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 11(a)(2Sections 10(a)(2), 10(c), and 10(e) hereof, the Employee may voluntarily terminate her employment under this Agreement within 12 months ninety (90) days following a change Change in control of the Company, Control as defined in paragraph (a)(4a)(3) of this Section 1110, should and the Employee shall thereupon be entitled to receive the payment described in Section 10(a) of this Agreement. Alternatively, the Employee may voluntarily terminate her employment under this Agreement if, within twelve (12) months following such Change in Control of the Bank or the Company, an event constituting a Constructive Discharge shall occur. If an event constituting a Constructive Discharge shall occur, the Employee shall be entitled to voluntarily terminate employment within ninety (90) days of such Constructive Discharge and shall be entitled to the payments and benefits set forth in Section 10(a) hereof.For purposes of this Section 10, a Constructive Discharge includes any of the following events occur and which have has not been consented to in advance by the Employee in writing: (i) the requirement that the Employee move her personal residence, or perform his her principal executive functions functions, more than 50 thirty-five (35) miles from Employee’s her primary office as of the date of the change Change in controlControl; (ii) a material reduction in the Employee’s base compensation as in effect on the date of the change Change in control Control or as the same may be changed by mutual agreement from time to time; (iii) the failure to increase the Employees Base Salary or to pay the Employee discretionary bonuses pursuant to Sections 2 and 3 of this Agreement; (iv) the failure by the Company Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to her under any of the employee benefit plan plans in which the Employee is now or hereafter becomes a participant at the time of the change in controlparticipant, or the taking of any action by the Bank which would materially directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by her at the time of the change Change in controlControl; (ivv) the requirement that the Employee report directly to a person or persons other than the Board; (vi) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s her position as referenced at Section 1; (vii) a failure to elect or reelect the Employee to the Board of Directors of the Bank, if the Employee is serving on the Board on the date of the Change in Control; (vviii) a material diminution or reduction in the Employee’s responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with her employment with the Company. In any of these cases, the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date of the Employee’s termination; provided, however, that if the Employee dies prior to payment, the payment will be made to the Employee’s beneficiaries on the first of the month following the Employee’s death, if sooner. Payment under this subsection (b) is in lieu of the payment of any benefits under Section 9 hereofBank.

Change in Control; Voluntary Termination. Notwithstanding Notwith- ---------------------------------------- standing any other provision of this Agreement to the contrary, but subject to Section 11(a)(2) hereof, the Employee may voluntarily terminate his employment under this Agreement within 12 months thirty (30) days following a change in control of the Bank or the Company, as defined in paragraph (a)(4) of this Section 11, should and be entitled to receive the payment described in Section 11(a)(1) of this Agreement. Alternatively, the Employee may voluntarily terminate his employment under this Agreement within twelve (12) months following a change in control of the Bank or the Company, as defined in paragraph (a)(4) of the Section 11, and the Employee shall thereupon be entitled to receive the payment described in Section 11(a)(1) of this Agreement, within ninety (90) days following the occurrence of any of the following events occur and events, which have has not been consented to in advance by the Employee in writing: (i) the requirement that the Employee perform his principal executive functions more than 50 thirty (30) miles from Employee’s his primary office as of the date of the change in control; (ii) a material reduction in the Employee’s 's base compensation as in effect on the date of the change in control or as the same may be changed by mutual agreement from time to time; (iii) the failure by the Company Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any employee benefit plan in which the Employee is a participant at the time of the change in control, or the taking of any action which would materially reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him at the time of the change in control; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s his position as referenced at Section 1; (v) a failure to elect or reelect the Employee to the Board of Directors of the Bank, if the Employee is serving on the Board on the date of the change in control; or (vvi) a material diminution or reduction in the Employee’s 's responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with his employment with the Company. In any of these cases, Bank; or (vii) a material reduction in the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date secretarial or other administrative support of the Employee’s termination; provided, however, that if the Employee dies prior to payment, the payment will be made to the Employee’s beneficiaries on the first of the month following the Employee’s death, if sooner. Payment under this subsection (b) is in lieu of the payment of any benefits under Section 9 hereof.

Change in Control; Voluntary Termination. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 11(a)(2) hereof, the Employee may voluntarily terminate her employment under this Agreement within 12 twenty-four (24) months following a change Change in control of the CompanyControl, as defined in paragraph (a)(4) of this Section 111, should and the Employee shall thereupon be entitled to receive the payment described in Section 1(a)(1) of this Agreement as a result of the occurrence of any of the following events occur and events, which have has not been consented to in advance by the Employee in writing: (i) the requirement that the Employee move her personal residence, or perform his her principal executive functions functions, more than 50 fifteen (15) linear miles from Employee’s her primary office as of the date of the change Change in controlControl; (ii) a material reduction in the Employee’s base compensation as in effect on the date of the change Change in control Control or as the same may be changed by mutual agreement increased from time to time; (iii) the failure by the Company Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plan plans in which the Employee is now or hereafter becomes a participant at the time of the change in controlparticipant, or the taking of any action by the Bank which would materially directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him at the time of the change Change in controlControl; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s position as referenced at Section 1her position; (v) a failure to elect or reelect the Employee to the Board of Directors of the Bank, if the Employee is serving on the Board of Directors on the date of the Change in Control; or (vvi) a material diminution or reduction in the Employee’s responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with her employment with the CompanyBank. In Upon the occurrence of any of these casesevent described in clauses (i) through (vi), above, the Employee will receive shall have the payment right to elect to terminate his employment under this Agreement by resignation upon sixty (60) days prior written notice given within a reasonable period of time not to exceed ninety (90) days after the terms described initial event giving rise to said right to elect; provided, however that the Bank shall have at least thirty (30) days to cure such condition and provided that Employee actually terminates employment within two years after the initial occurrence of such event. Notwithstanding the preceding sentence, in Section 11(a)(1) the event of a continuing breach of this Agreement six months from by the date Bank, the Employee, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement by virtue of the Employee’s termination; provided, however, fact that if the Employee dies prior to payment, has submitted his resignation but has remained in the payment will be made to the Employee’s beneficiaries on the first employment of the month following the Employee’s death, if sooner. Payment under this subsection Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (bi) is in lieu of the payment of any benefits under Section 9 hereofthrough (vi) above.

Change in Control; Voluntary Termination. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section Sections 11(a)(2), 11(a)(3), and 11(c) hereof, the Employee may voluntarily terminate his employment under this Agreement within 12 months thirty (30) days following a change in control of the Bank or the Company, as defined in paragraph (a)(4Section 11(a)(4) hereof, and be entitled to receive the payment described in Section 11(a)(1) of this Agreement. Alternatively, the Employee may voluntarily terminate his employment under this Agreement within twelve (12) months following such change in control of the Bank or the Company and the Employee shall thereupon be entitled to receive the payment described in Section 11, should 11(a)(1) of this Agreement upon the occurrence of any of the following events occur and events, or within 90 days thereafter, which have has not been consented to in advance by the Employee in writing: (i) the requirement that the Employee perform his principal executive functions more than 50 thirty (30) miles from Employee’s his primary office as of the date of the change in control; (ii) a material reduction in the Employee’s 's base compensation as in effect on the date of the change in control or as the same may be changed by mutual agreement from time to timetime other than in connection with an institution-wide reduction in force; (iii) the failure by the Company to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any employee benefit plan in which the Employee is a participant at the time of the change in controlparticipant, or the taking of any action which by the Company which, directly or indirectly, would materially reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him at the time of the change in control; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s his position as referenced at Section 1; or (v) a failure to elect or reelect the Employee to the Board of Directors of the Company, if the Employee is serving on the Board on the date of the change in control; (vi) a material diminution or reduction in the Employee’s 's responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with his employment with the Company. In any of these cases, the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date of the Employee’s termination; provided, however, that Company if the Employee dies prior to payment, was serving on the payment will be made Board on the Effective Date or was otherwise elected to the Employee’s beneficiaries on Board during the first term of this Agreement; or (vii) a material reduction in the secretarial or other administrative support of the month following the Employee’s death, if sooner. Payment under this subsection (b) is Employee other than in lieu of the payment of any benefits under Section 9 hereofconnection with an institution-wide reduction in force.

Change in Control; Voluntary Termination. Notwithstanding any ---------------------------------------- other provision of this Agreement to the contrary, but subject to Section Sections 11(a)(2), 11(a)(3), and 11(c) hereof, the Employee may voluntarily terminate her employment under this Agreement within 12 months thirty (30) days following a change in control of the Bank or the Company, as defined in paragraph (a)(4Section 11(a)(4) hereof, and be entitled to receive the payment described in Section 11(a)(1) of this Agreement. Alternatively, the Employee may voluntarily terminate her employment under this Agreement within twelve (12) months following such change in control of the Bank or the Company and the Employee shall thereupon be entitled to receive the payment described in Section 11, should 11(a)(1) of this Agreement upon the occurrence of any of the following events occur and events, or within 90 days thereafter, which have has not been consented to in advance by the Employee in writing: (i) the requirement that the Employee perform his her principal executive functions more than 50 thirty (30) miles from Employee’s her primary office as of the date of the change in control; (ii) a material reduction in the Employee’s 's base compensation as in effect on the date of the change in control or as the same may be changed by mutual agreement from time to timetime other than in connection with an institution- wide reduction; (iii) the failure by the Company to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to her under any employee benefit plan in which the Employee is a participant at the time of the change in controlparticipant, or the taking of any action which by the Company which, directly or indirectly, would materially reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by her at the time of the change in control; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s her position as referenced at Section 1; or (v) a failure to elect or reelect the Employee to the Board of Directors of the Company, if the Employee is serving on the Board on the date of the change in control; (vi) a material diminution or reduction in the Employee’s 's responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with her employment with the Company. In any of these cases, the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date of the Employee’s termination; provided, however, that Company if the Employee dies prior to payment, was serving on the payment will be made Board on the Effective Date or was otherwise elected to the Employee’s beneficiaries on Board during the first term of this Agreement; or (vii) a material reduction in the secretarial or other administrative support of the month following the Employee’s death, if sooner. Payment under this subsection (b) is Employee other than in lieu of the payment of any benefits under Section 9 hereofconnection with an institution-wide reduction in force.

Change in Control; Voluntary Termination. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 11(a)(2Sections 10(a)(2), 10(c), and 10(e) hereof, the Employee may voluntarily terminate her employment under this Agreement within 12 months ninety (90) days following a change Change in control of the Company, Control as defined in paragraph (a)(4a)(3) of this Section 1110, should and the Employee shall thereupon be entitled to receive the payment described in Section 10(a) of this Agreement. Alternatively, the Employee may voluntarily terminate her employment under this Agreement if, within twelve (12) months following such Change in Control of the Bank or the Company, an event constituting a Constructive Discharge shall occur. If an event constituting a Constructive Discharge shall occur, the Employee shall be entitled to voluntarily terminate employment within ninety (90) days of such Constructive Discharge and shall be entitled to the payments and benefits set forth in Section 10(a) hereof. For purposes of this Section 10, a Constructive Discharge includes any of the following events occur and which have has not been consented to in advance by the Employee in writing: (i) the requirement that the Employee move her personal residence, or perform his her principal executive functions functions, more than 50 thirty-five (35) miles from Employee’s her primary office as of the date of the change Change in controlControl; (ii) a material reduction in the Employee’s 's base compensation as in effect on the date of the change Change in control Control or as the same may be changed by mutual agreement from time to time; (iii) the failure to increase the Employees Base Salary or to pay the Employee discretionary bonuses pursuant to Sections 2 and 3 of this Agreement; (iv) the failure by the Company Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to her under any of the employee benefit plan plans in which the Employee is now or hereafter becomes a participant at the time of the change in controlparticipant, or the taking of any action by the Bank which would materially directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by her at the time of the change Change in controlControl; (ivv) the requirement that the Employee report directly to a person or persons other than the Board; (vi) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s her position as referenced at Section 1; (vii) a failure to elect or reelect the Employee to the Board of Directors of the Bank, if the Employee is serving on the Board on the date of the Change in Control; (vviii) a material diminution or reduction in the Employee’s 's responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with her employment with the CompanyBank. (c) Compliance with 12 U.S.C. Section 1828(k). In any of these cases, the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date of the Employee’s termination; provided, however, that if the Employee dies prior to payment, the payment will be Any payments made to the Employee’s beneficiaries on the first of the month following the Employee’s death----------------------------------------- Employee pursuant to this Agreement, if sooner. Payment under this subsection (bor otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) is in lieu of the payment of and any benefits under Section 9 hereofregulations promulgated thereunder.

Change in Control; Voluntary Termination. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 11(a)(2) hereof, the Employee may voluntarily terminate his employment under this Agreement within 12 twelve (12) months following a change Change in control Control of the CompanyBank, as defined in paragraph (a)(4) of this Section 11, should and the Employee shall thereupon be entitled to receive the payment described in Section 11(a)(1) of this Agreement, within ninety (90) days following the occurrence of any of the following events occur and events, which have has not been consented to in advance by the Employee in writing: ; (i) the requirement that the Employee perform his principal executive functions more than 50 thirty (30) miles from Employee’s his primary office as of the date of the change Change in controlControl; (ii) a material reduction in the Employee’s 's base compensation as in effect on the date of the change Change in control Control or as the same may be changed by mutual agreement from time to time, unless part of an institution-wide reduction; (iii) the failure by the Company Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any employee benefit plan in which the Employee is a participant at the time of the change Change in controlControl, or the taking of any action which would materially reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him at the time of the change Change in controlControl, unless part of an institution-wide reduction; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s his position as referenced at Section 1; or (v) a material diminution or reduction in the Employee’s 's responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with his employment with the Company. In any of these cases, the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date of the Employee’s termination; provided, however, that if the Employee dies prior to payment, the payment will be made to the Employee’s beneficiaries on the first of the month following the Employee’s death, if sooner. Payment under this subsection (b) is in lieu of the payment of any benefits under Section 9 hereofBank.

Change in Control; Voluntary Termination. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 11(a)(2Sections 10(a)(2), 10(c), and 10(e) hereof, the Employee may voluntarily terminate his employment under this Agreement within 12 months ninety (90) days following a change Change in control of the Company, Control as defined in paragraph (a)(4) of this Section 1110, should and the Employee shall thereupon be entitled to receive the payment described in Section 10(a) of this Agreement. Alternatively, the Employee may voluntarily terminate his employment under this Agreement if, within twelve (12) months following such Change in Control of the Bank or the Company an event constituting a Constructive Discharge shall occur. If an event constituting a Constructive Discharge shall occur, the Employee shall be entitled to voluntarily terminate employment within ninety (90) days of such Constructive Discharge and shall be entitled to the payments and benefits set forth in Section 10(a) hereof. For purposes of this Section 10, a Constructive Discharge includes any of the following events occur and which have has not been consented to in advance by the Employee in writing: (i) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 thirty-five (35) miles from Employee’s his primary office as of the date of the change Change in controlControl; (ii) a material reduction in the Employee’s 's base compensation as in effect on the date of the change Change in control Control or as the same may be changed by mutual agreement from time to time; (iii) the failure to increase the Employees Base Salary or to pay the Employee discretionary bonuses pursuant to Sections 2 and 3 of this Agreement; (iv) the failure by the Company Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plan plans in which the Employee is now or hereafter becomes a participant at the time of the change in controlparticipant, or the taking of any action by the Bank which would materially directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him at the time of the change Change in controlControl; (ivv) the requirement that the Employee report directly to a person or persons other than the Board; (vi) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s his position as referenced at Section 1; (vii) a failure to elect or reelect the Employee to the Board of Directors of the Bank, if the Employee is serving on the Board on the date of the Change in Control; (vviii) a material diminution or reduction in the Employee’s 's responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with his employment with the Company. In any of these cases, the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date of the Employee’s termination; provided, however, that if the Employee dies prior to payment, the payment will be made to the Employee’s beneficiaries on the first of the month following the Employee’s death, if sooner. Payment under this subsection (b) is in lieu of the payment of any benefits under Section 9 hereofBank.

Change in Control; Voluntary Termination. Notwithstanding any other provision of this Agreement to the contrary, but subject to Section 11(a)(2) hereof, the Employee may voluntarily terminate his employment under this Agreement within 12 twelve (12) months following a change in control of the Bank or the Company, as defined in paragraph (a)(4) of this Section 111, should and the Employee shall thereupon be entitled to receive the payment described in Section 1(a)(1) and (2) of this Agreement, within ninety (90) days following the occurrence of any of the following events occur and events, which have has not been consented to in advance by the Employee in writing: (i) the requirement that the Employee move his personal residence, or perform his principal executive functions functions, more than 50 fifteen (15) linear miles from Employee’s his primary office as of the date of the change in control; (ii) a material reduction in the Employee’s base compensation as in effect on the date of the change in control or as the same may be changed by mutual agreement increased from time to time; (iii) the failure by the Company Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plan plans in which the Employee is now or hereafter becomes a participant at the time of the change in controlparticipant, or the taking of any action by the Bank which would materially directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him at the time of the change in control; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with Employee’s position as referenced at Section 1his position; (v) a failure to elect or reelect the Employee to the Board of Directors of the Bank, if the Employee is serving on the Board on the date of the change in control; or (vvi) a material diminution or reduction in the Employee’s responsibilities or authority (including reporting responsibilities, which, in the case of a Change of Control, shall be defined to include performing such responsibilities solely for a subsidiary of the controlling entity) in connection with his employment with the Company. In any of these cases, the Employee will receive the payment under the terms described in Section 11(a)(1) of this Agreement six months from the date of the Employee’s termination; provided, however, that if the Employee dies prior to payment, the payment will be made to the Employee’s beneficiaries on the first of the month following the Employee’s death, if sooner. Payment under this subsection (b) is in lieu of the payment of any benefits under Section 9 hereofBank.