Common use of Change in Control Clause in Contracts

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control. A "Change in Control" of the Company or the Bank shall mean a change in control of a nature that: (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 25% or more of the combined voting power of Company's outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan or trust; or (ii) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company.

Change in Control. This If Section 4.2(c) of this Agreement provides does not apply, all SARs shall become exercisable in full for certain payments a remaining term extending until the earlier of the expiration date of the SARs or the expiration of one year after the date of termination of employment if a Change in Control (as defined below) occurs and benefits to Executive only at any time after the earlier of Shareholder Approval (as defined below), if any, or the Change in Control and on or before the event second anniversary of the Change in Control. A ", (i) the Recipient’s employment is terminated by the Company (or its successor) without Cause (as defined below), or (ii) the Recipient’s employment is terminated by the Recipient for Good Reason (as defined below). (i) For purposes of this Agreement, a “Change in Control" ” of the Company or the Bank shall mean a change in control the occurrence of a nature thatany of the following events: (a) would be required to be reported in response to Item 1.01 At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the current report on Form 8Company (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “Incumbent Director” shall also include each new director elected during such two-K, as year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in effect on office; (b) Any “person” or “group” (within the date hereof, pursuant to Section 13 or 15(dmeaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 1934, as amended (the "“Exchange Act"”); or ) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank Company ordinarily having the right to vote for the election of directors (“Voting Securities”) representing 2520% or more of the combined voting power of Company's the then outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan or trust; orVoting Securities; (iic) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent Board; or (iii) a plan of reorganization, merger, A consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation plan of exchange involving the Company or similar transaction with one or more corporations (“Merger”) as a result of which the holders of outstanding shares Voting Securities immediately prior to the Merger do not continue to hold at least 50% of the class combined voting power of the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities then subject of any other party to the plan are exchanged for Merger; or (d) A sale, lease, exchange, or converted into cash other transfer (in one transaction or property a series of related transactions) of all or securities not issued by substantially all of the assets of the Company. (ii) For purposes of this Agreement, “Shareholder Approval” shall mean approval by the shareholders of the Company of a transaction, the consummation of which would be a Change in Control.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event (a) For purposes of Change in Control. A this Agreement, a "Change in Control" of the Company or the Bank shall mean a change in control of a nature that: (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: as (iA) any "person" (as the term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of the Bank Institution or the Company representing 25% or more of the combined voting power of Institution's or the Company's outstanding voting securities and who prevails in a transaction under (iv), or right to acquire such securities except for any voting securities of the Institution purchased by the Company and any voting securities purchased by any employee benefit plan of the Bank's employee stock ownership plan Company or trust; or its Subsidiaries, or (iiB) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same a Nominating Committee serving under an solely composed of members which are Incumbent BoardBoard members, shall be, for purposes of this clause (iiB), considered as though he were a member of the Incumbent Board; or , or (iiiC) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction (a "Transaction") occurs or is effectuated, other than a Transaction following which: (i) more than 50% of the equity ownership interests of the entity resulting from such Transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in which substantially the Company or Bank is not same relative proportions by persons who, immediately prior to such Transaction, beneficially owned (within the surviving institution occursmeaning of Rule 13d-3 promulgated under the Exchange Act) more than 50% of the outstanding equity ownerships interests in the Company; or and (ivii) a proxy statement soliciting proxies more than 50% of the securities entitled to vote generally in the election of directors of the entity resulting from stockholders such Transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such Transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) more than 50% of the securities entitled to vote generally in the election of directors of the Company. (b) If a Change in Control has occurred pursuant to Section 5(a) or the Board has determined that a Change in Control has occurred, Executive shall be entitled to the benefits provided in paragraphs (c) and (d), of this Section 5 upon his subsequent termination of employment at any time during the term of this Agreement due to (i) Executive's dismissal, or (ii) Executive's voluntary resignation following any demotion, loss of title, office or significant authority or responsibility, reduction in the annual compensation or material reduction in benefits or relocation of his principal place of employment by someone other more than 25 miles from its location immediately prior to the current management change in control, unless such termination is because of his death or termination for Cause. (c) Upon the Executive's entitlement to benefits pursuant to Section 5(b), the Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the greater of: (i) the payments due for the remaining term of the CompanyAgreement, seeking stockholder approval of a plan of reorganization, merger or consolidation including the amount of the Company noncompete compensation that would have been payable during the remaining term of this Agreement; or similar transaction with one (ii) three (3) times Executive's annual compensation for the most recently completed year. Such annual compensation shall include Base Salary, commissions, bonuses, contributions or more corporations as a result accruals on behalf of which Executive to any pension and profit sharing plan, any benefits to be paid or received under any stock-based benefit plan, severance payments, directors or committee fees and fringe benefits paid or to be paid to the outstanding shares Executive during such years. At the election of the class Executive, which election is to be made prior to a Change in Control, such payment shall be made: (a) in a lump sum, (b) on a bi-weekly basis in approximately equal installments over a period of securities then subject thirty-six (36) months following the Executive's termination, or (c) on an annual basis in approximately equal installments over a period of thirty-six (36) months following the Executive's termination. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment. (d) Upon the Executive's entitlement to benefits pursuant to Section 5(b), the Company will cause to be continued life, medical, dental and long-term or other disability coverage substantially equivalent to the plan are exchanged for or converted into cash or property or securities not issued coverage maintained by the CompanyInstitution for Executive at no premium cost to Executive prior to his severance. Such coverage and payments shall cease upon the expiration of thirty-six (36) months following the Change in Control.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control. A "Change in In Control" is the occurrence of any of the Company or the Bank shall mean a change events described in control of a nature thatsubsections (a) through (d) below: (a) would be required to be reported in response to Item 1.01 Either (i) receipt by NCE of the current a report on Form 8-KSchedule 13D, as in effect on or an amendment to such a report, filed with the date hereof, Securities and Exchange Commission pursuant to Section 13 or 15(d13(d) of the Securities Exchange Act of 1934 (the "Exchange 1934 Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) disclosing that any "person" person (as the such term is used in Sections Section 13(d) and 14(d) of the Exchange Act0000 Xxx) ("Person"), is or becomes the "beneficial owner" , directly or indirectly, of twenty percent or more of the combined voting power of the outstanding stock of NCE, or (ii) actual knowledge by the Board of facts on the basis of which any Person is required to file such a report on Schedule 13D, or to make an amendment to such a report, with the SEC (or would be required to file such a report or amendment upon the lapse of the applicable period of time specified in Section 13(d) of the 0000 Xxx) disclosing that such Person is the beneficial owner, directly or indirectly, of twenty percent or more of the combined voting power of the outstanding stock of NCE. (b) Purchase by any Person other than NCE or a wholly-owned subsidiary of NCE, of shares pursuant to a tender or exchange offer to acquire any stock of NCE (or securities convertible into stock) for cash, securities or any other consideration provided that, after consummation of the offer, such Person is the beneficial owner (as defined in Rule 13d-3 under the Exchange 1934 Act), directly or indirectly, of securities of the Bank representing 25% twenty percent or more of the combined voting power of Company's the outstanding securities and who prevails stock of NCE (calculated as provided in paragraph (d) of Rule 13d-3 under the 1934 Act in the case of rights to acquire stock). (c) Approval by the shareholders of NCE of a transaction under (iv), except for described in any securities purchased by of the Bank's employee stock ownership plan or trust; orfollowing paragraphs: (ii1) individuals who constitute Any consolidation or merger of NCE in which NCE is not the Board on continuing or surviving corporation or pursuant to which shares of stock of NCE would be converted into cash, securities or other property, other than a consolidation or merger of NCE in which holders of its stock immediately prior to the date hereof (the "Incumbent Board") cease for any reason to constitute consolidation or merger own at least a majority thereof, provided that any person becoming of the combined voting power of the outstanding stock of the surviving corporation immediately after the consolidation or merger (or at least a director subsequent majority of the combined voting power of the outstanding stock of a corporation which owns directly or indirectly all of the voting stock of the surviving corporation). (2) Any consolidation or merger in which NCE is the continuing or surviving corporation but in which the shareholders of NCE immediately prior to the date hereof whose election was approved by a vote of consolidation or merger do not hold at least three-quarters a majority of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member combined voting power of the Incumbent Board; oroutstanding stock of the continuing or surviving corporation (except where such holders of stock hold at least a majority of the combined voting power of the outstanding stock of the corporation which owns directly or indirectly all of the voting stock of NCE). (iii3) Any sale, lease, exchange or other transfer (in one transaction or a plan series of reorganization, merger, consolidation, sale related transactions) of all or substantially all the assets of the Company NCE (except such a transfer to a corporation which is wholly owned, directly or the Bank indirectly, by NCE), or similar transaction in which the Company or Bank is not the surviving institution occurs; orany complete liquidation of NCE. (iv4) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, Any merger or consolidation of NCE where, after the Company merger or similar transaction with consolidation, one Person owns 100% of the shares of stock of NCE (except where the holders of NCE's voting stock immediately prior to such merger or more corporations as consolidation own at least a result majority of which the combined voting power of the outstanding shares stock of such Person immediately after such merger or consolidation). (d) A change in the majority of the class members of securities the Board within a 24-month period unless the election or nomination for election by NCE's shareholders of each new director was approved by the vote of at least two-thirds of the directors then still in office who were in office at the beginning of the 24-month period. A Change In Control occurs on the date that an event described in subsection (a), (b) or (d) occurs. In the case of a transaction described in subsection (c) which is subject to the plan are exchanged for or converted into cash or property or securities not issued approval by the Companyshareholders, the Change In Control occurs on the date the transaction is completed.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of (a) No benefit shall be paid under this Section 5 unless there shall have occurred a Change in ControlControl of the COMPANY or the BANK. A For purposes of this Agreement, a "Change in Control" of the Company COMPANY or the Bank BANK shall mean be deemed to occur if and when (a) there occurs a change in control of a nature that: (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company BANK or the Bank COMPANY within the meaning of the Bank Holding Company ActHome Owners Loan Act of 1933 and 12 C.F.R. Part 574, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (ib) any "person" person (as the such term is used in Sections 13(d) and 14(d14(d)(2) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank COMPANY or the BANK representing twenty-five percent (25% %) or more of the combined voting power of Companythe COMPANY's or the BANK's then outstanding securities and who prevails in securities, (c) the membership of the board of directors of the COMPANY or the BANK changes as the result of a transaction under (iv)contested election, except for any securities purchased by the Bank's employee stock ownership plan or trust; or (ii) such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board on at the date hereof end of such period, or (the "Incumbent Board"d) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters shareholders of the directors comprising COMPANY or the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were BANK approve a member of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale or disposition of all or substantially all the assets of the Company COMPANY's or the Bank BANK's assets, or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger partial or consolidation complete liquidation. (b) If any of the Company events described in Section 5(a) hereof constituting a Change in Control have occurred or similar transaction with one or more corporations as a result of which the outstanding shares Board of the class BANK or the COMPANY has reasonably determined that a Change in Control (as defined herein) has occurred, EXECUTIVE shall be entitled to the benefits provided in paragraphs (c), (d) and (e) of securities then this Section 5 upon his subsequent involuntary termination following the effective date of a Change in Control (or voluntary termination within twelve (12) months of the effective date of a Change in Control following any material demotion, loss of title, office or significant authority, material reduction in his annual compensation or benefits (other than a reduction affecting the BANK's personnel generally), or the relocation of his principal place of employment by more than 25 miles from its location immediately prior to the Change in Control), unless such termination is because of his death, retirement as provided in Section 7, termination for Cause, or termination for Disability. (c) Subject to Section 5(b), the BANK shall pay EXECUTIVE, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to 2.99 times EXECUTIVE's "base amount," within the meaning of (S)280G(b)(3) of the Internal Revenue Code of 1986 ("Code"), as amended. Such payment shall be made in a lump sum paid within ten (10) days of EXECUTIVE's Date of Termination. (d) Subject to Section 5(b), the BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his severance. In addition, EXECUTIVE shall be entitled to receive the value of employer contributions that would have been made on EXECUTIVE's behalf over the remaining term of the agreement to any tax-qualified retirement plan sponsored by the BANK as of the Date of Termination. Such coverage and payments shall cease upon the expiration of thirty-six (36) months. (e) Notwithstanding the preceding paragraphs of this Section 5, in the event that the aggregate payments or benefits to be made or afforded to EXECUTIVE under this Section, together with any other payments or benefits received or to be received by EXECUTIVE in connection with a Change in Control, would be deemed to include an "excess parachute payment" under (S)280G of the Code, then, at the election of EXECUTIVE made prior to his date of termination, (i) such payments or benefits shall be payable or provided to EXECUTIVE over the minimum period necessary to reduce the present value of such payments or benefits to an amount which is one dollar ($1.00) less than three (3) times EXECUTIVE's "base amount" under (S)280G(b)(3) of the Code or (ii) the payments or benefits to be provided under this Section 5 shall be reduced to the extent necessary to avoid treatment as an excess parachute payment with the allocation of the reduction among such payments and benefits to be determined by EXECUTIVE. (f) The provisions of this Section 5 shall be subject to the plan are exchanged for or converted into cash or property or securities not issued by the CompanySections 8 and 9 of this Agreement.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event 6.01 For purposes of Change in Control. A "Change in Control" of the Company or the Bank shall mean this Agreement, a “change in control control” of a nature that: Employer shall have occurred at such time as (a) would be required the Federal Reserve Board should have approved a notice filed by any Person (as defined in subsection 1.10) with respect to be reported in response Employer pursuant to Item 1.01 of 12 C.F.R. § 225.41 (or any successor regulation thereto), without respect to the current report on Form 8-Kexceptions thereto under 12 C.F.R. § 225.42, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ; (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (ib) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or Person becomes the "“beneficial owner" ” (as defined in Rule 13d-3 under the Securities Exchange ActAct of 1934 or any successor regulation thereto), directly or indirectly, of securities of the Bank representing 25% or more of the combined voting power of Company's Employer’s outstanding securities and who prevails in a transaction under ordinarily having the right to vote at elections of its directors; (iv), except for any securities purchased by the Bank's employee stock ownership plan or trust; or (iic) individuals who constitute the Employer’s Board of Directors on the date hereof (the "“Incumbent Board"”) cease for any reason to constitute at least a majority thereof, ; provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by Employer’s shareholders, was approved by a vote of at least three-three quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, Board shall be, for purposes of this clause (ii), be considered as though he such Person were a member of the Incumbent BoardBoard for purposes of this Section VI; or (iiid) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of Employer with or into another corporation; (e) the Company sale, conveyance or similar transaction with one other transfer of substantially all of the assets of Employer; or more corporations as (f) the closing of a result corporate reorganization in which the Employer becomes a subsidiary of a holding company, the majority of the common stock of which is owned, in aggregate, by persons who did not own the outstanding shares majority of the class common stock of securities then subject HomeTown Bank (or its successor) immediately prior to the plan are reorganization. The formation of a bank holding company whereby the common stock of Bank will be exchanged for or converted into cash or property or securities stock in the holding company shall not issued by the Companyconstitute a “change in control” under this Agreement.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event For purposes of this Agreement, a “Change in Control. A "Change in Control" of ” shall occur if or upon the Company or the Bank shall mean a change in control of a nature thatoccurrence of: (ai) would be required to be reported Any “person” (as such term is defined in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d3(a)(9) of the Securities Exchange Act of 1934 (the "“Exchange Act"); or (x”) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, and as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(dSection 13(d)(3) and 14(d14(d)(2) of the Exchange Act) ), is or becomes becomes, after the "Effective Date, a “beneficial owner" ” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 2550% or more of the combined voting power of the Company's ’s outstanding securities and who prevails in a transaction under (iv), except eligible to vote for any securities purchased by election of the Bank's employee stock ownership plan or trustBoard of the Company; or (ii) The individuals who constitute who, as of the Effective Date of this Agreement, are members of the Board on the date hereof (the "“Incumbent Board") ”), cease for any reason to constitute at least a majority thereoftwo-thirds of the Incumbent Board; provided, provided however, that if either the election of any person becoming a new director subsequent to or the date hereof whose nomination for election of any new director was approved by a vote of at least threemore than two-quarters thirds of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, such new director shall be, for purposes of this clause (ii), be considered as though he were a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or (iii) consummation of a plan of reorganization, merger, merger or consolidation, sale sale, disposition of all or substantially all of the assets or stock or any other similar corporate event of the Company (a “Business Combination”), in each case, unless following such Business Combination, (a) all or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders substantially all of the Companyindividuals or entities who were the beneficial owners, by someone other than the current management of the Companyrespectively, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company voting stock entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or similar transaction with one or indirectly, more corporations than 50% of, respectively, the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of which such transaction owns the outstanding shares Company’s stock or all or substantially all of its assets either directly or through one or more subsidiaries) (the “Surviving Corporation”) and (b) the individuals who were members of the class of securities then subject Incumbent Board immediately prior to the plan are exchanged execution of the agreement providing for or converted into cash or property or securities not issued by the CompanyBusiness Combination constitute at least a majority of the members of the Board of Directors of the relevant Surviving Corporation. Upon a Change in Control, the Executive's outstanding equity awards shall immediately vest in full, with all outstanding stock options and stock appreciation rights granted to the Executive remaining exercisable for the remainder of their terms.

Change in Control. This Agreement provides for certain payments Notwithstanding any provision to the contrary in this Agreement, a Participant shall become fully and benefits to Executive only immediately vested in the Award in the event of the occurrence of a Change in Control, without regard to attainment or certification of the Performance Goal. A In the event of the occurrence of a Change in Control, the Vested Shares will be released within a reasonable time thereafter. For purposes of this Agreement "Change in Control" shall mean the occurrence of any of the following events: i. The consummation of (1) a merger, consolidation, statutory share exchange or similar form of transactions involving the (x) Company or (y) any Subsidiary, but in the case of this clause (y) only if Company Voting Securities (as defined below) are issued or issuable or, or (2) the sale or other disposition of all or substantially all of the assets of the Company or (each of the Bank shall mean foregoing events in clauses (1) and (2) being hereinafter referred to as a change "Reorganization"), in control of a nature thateach case, unless immediately following such Reorganization: (a) would be required to be reported in response to Item 1.01 all or substantially all of the current report on Form 8-K, individuals and entities who were the Beneficial Owners (as in effect on the date hereof, pursuant to Section 13 or 15(ddefined below) of the Securities Exchange Act securities eligible to vote for the election of 1934 the Board (such securities, the "Company Voting Securities") outstanding immediately prior to the consummation of such Reorganization continue to Beneficially Own more than seventy percent (70%) of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization (including a corporation or entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) (the "Exchange ActContinuing Entity"); or (x) xxxxxxx xx x Xxxnge in Control substantially the same proportions as their ownership, immediately prior to the consummation of the Company or the Bank within the meaning Reorganization, of the Bank Holding outstanding Company ActVoting Securities (excluding, as amendedfor purposes of determining such proportions, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of outstanding voting securities of the Bank representing 25% Continuing Entity that such Beneficial Owners hold immediately following the consummation of the Reorganization as a result of their ownership prior to such consummation of voting securities of any corporation or entity involved in or forming part of such Reorganization other than the Company), b) no Person (excluding any employee benefit plan (or related trust) sponsored or maintained by the Continuing Entity or any corporation or entity controlled by the Continuing Entity) Beneficially Owns thirty-five percent (35%) or more of the combined voting power of the then outstanding voting securities of the Continuing Entity, and c) at least a majority of the members of the board of directors of the Continuing Entity were Incumbent Directors (as defined below) at the time of execution of the definitive agreement providing for such Reorganization or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization; ii. The Shareholders of the Company approve a plan of complete liquidation or dissolution of the Company's outstanding securities and who prevails in , unless such liquidation or dissolution is part of a transaction under or series of transactions described in paragraph (ivi) above that does not otherwise constitute a Change in Control; iii. Any Person, corporation or other entity or group shall have become the Beneficial Owner of, or shall have obtained voting control over, thirty-five percent (35%) or more of either the outstanding Stock or the combined voting power of the then outstanding Company Voting Securities; provided, however, that for purposes of this paragraph (iii), except for the following acquisitions of Stock or Company Voting Securities shall not constitute a Change in Control: (1) any securities purchased acquisition by the Bank's Company or any Subsidiary; (2) any acquisition by an underwriter temporarily holding such securities pursuant to an offering of such securities; (3) any acquisition by any employee stock ownership benefit plan (or related trust) sponsored by or maintained by the Company or any Subsidiary; and (4) any acquisition upon consummation of a transaction described in paragraph (i) above that does not otherwise constitute a Change in Control under the terms of such paragraph (i); or iv. During any period of twenty-four (ii24) consecutive months, individuals who constitute were members of the Board on at the date hereof beginning of such period (the "Incumbent BoardDirectors") cease at any time during such period for any reason to constitute at least a majority thereofof the Board; provided, provided however, that any person individual becoming a director subsequent to the date hereof beginning of such period whose appointment or election, or nomination for election by the Company’s shareholders, was approved by a vote of at least three-quarters a majority of the directors then comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, Directors shall be, for purposes of this clause (ii), be considered as though he such individual were a member an Incumbent Director, but excluding, for this purpose, any such individual whose initial assumption of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations office occurs as a result of which either an actual or threatened election contest or actual or threatened solicitation of proxies or consents by or on behalf of an entity or Person other than the outstanding shares Board. For purposes of this definition, the term "Person" shall mean any individual, corporation, partnership, group, association or other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2) of the class Exchange Act, and the terms "Beneficial Owner," "Beneficially Own" and similar variations of securities then subject such terms shall have the meaning given in Rule 13d-3 under the Exchange Act.). The Board shall have full and final authority, in its discretion, to determine whether a Change in Control has occurred, the plan are exchanged for or converted into cash or property or securities not issued by date of the Companyoccurrence of such Change in Control and any incidental matters relating thereto.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event For purposes of this Agreement, a “Change in Control. A "Change in Control" ” of the Company or the Bank shall mean a change in control the occurrence of a nature thatany of the following events: (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); orThe consummation of: (x1) xxxxxxx xx x Xxxnge in Control any consolidation, merger or plan of share exchange involving the Company (a “Merger”) as a result of which the holders of outstanding securities of the Company or ordinarily having the Bank within right to vote for the meaning election of directors (“Voting Securities”) immediately prior to the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect Merger do not continue to hold at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 25least 50% or more of the combined voting power of Company's the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities and who prevails in a transaction under (iv), except for of any securities purchased by other party to the Bank's employee stock ownership plan or trustMerger; or (ii2) any consolidation, merger, plan of share exchange or other transaction involving Northwest Natural Gas Company (“NW Natural”) as a result of which the Company does not continue to hold, directly or indirectly, at least 50% of the outstanding securities of NW Natural ordinarily having the right to vote for the election of directors; or (3) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company or NW Natural; (b) At any time during a period of two consecutive years, individuals who constitute at the beginning of such period constituted the Board on the date hereof (the "“Incumbent Board"Directors”) shall cease for any reason to constitute at least a majority thereof; provided, provided however, that any person becoming a the term “Incumbent Director” shall also include each new director subsequent to the date hereof elected during such two-year period whose nomination or election was approved by a vote of at least threetwo-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member thirds of the Incumbent BoardDirectors then in office; or (iiic) a plan Any person (as such term is used in Section 14(d) of reorganizationthe Securities Exchange Act of 1934, merger, consolidation, sale of all or substantially all the assets of other than the Company or the Bank or similar transaction in which any employee benefit plan sponsored by the Company or Bank is not the surviving institution occurs; or (ivNW Natural) a proxy statement soliciting proxies from stockholders of the Companyshall, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the outstanding shares Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of Voting Securities representing twenty percent (20%) or more of the class combined voting power of securities the then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Companyoutstanding Voting Securities.

Change in Control. This Agreement provides for certain payments (a) No benefit shall be payable under this Section 5 unless there shall have been a Change in Control of the Company, as set forth below, and benefits under this Section 5 shall in all respects be subject to Executive only the terms and conditions stated in the event Sections 24 and 25. For purposes of this Agreement, a “Change in Control. A "Change in Control" ” of the Company or the Bank shall mean a change in control of a nature thatmean: (ai) an event that would be required to be reported in response to Item 1.01 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "“Exchange Act"”); or; (xii) xxxxxxx xx x Xxxnge an event that results in Control a change in control of the Company Bank or the Bank Company within the meaning of the Bank Holding Company ActHome Owners Loan Act of 1933, as amended, and applicable rules the Rules and regulations Regulations promulgated thereunder by the Office of Thrift Supervision (collectivelyor its predecessor agency), the "BHCA") as in effect at on the time date hereof, including section 574 of the Change in Control; orsuch regulations; (ciii) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) as any "“person" ” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "“beneficial owner" ” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities or makes an offer to purchase and completes the purchase of securities of the Bank or the Company representing 2520% or more of the combined voting power of Bank’s or the Company's ’s outstanding securities and who prevails in a transaction under (iv), ordinarily having the right to vote at the election of directors except for (A) any securities of the Bank owned by the Company, or (B) any securities purchased by the Bank's employee stock ownership plan and trust of the Company or trust; ora subsidiary; (iiiv) at such time that individuals who constitute the Company’s Board of Directors on the date hereof (the "“Incumbent Board"”) or the Board of Directors of the Bank on the date hereof (the “Bank Incumbent Board”), cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board or Bank Incumbent Board, as the case may be, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an the Incumbent Board or the Bank Incumbent Board, shall be, for purposes of this clause (iiiv), considered as though he were such individual was a member of the Incumbent Board or the Bank Incumbent Board; or, as the case may be; (iiiv) consummation of a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or Company or similar transaction occurs (each a “Business Combination”) that results in a change of control. A Business Combination will not be deemed to result in a change of control if: (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the voting stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the total voting power represented by the voting securities entitled to vote generally in the election of directors of the resulting entity from the Business Combination (including, without limitation, an entity, which as a result of such transaction, owns the Bank or similar transaction in which the Company or all or substantially all of the Bank’s or Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions of such voting power as their ownership of the voting stock immediately prior to the Business Combination, and (B) at least a majority of the members of the board of directors of the resulting entity from the Business Combination were members of the Incumbent Board or Bank is not Incumbent Board, respectively, at the surviving institution occurs; ortime of the execution of the initial agreement, or action of the Incumbent Board or Bank Incumbent Board, providing for such Business Combination; (ivvi) a proxy statement shall be distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or Bank or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Company and such proxy statement proposal is approved by the shareholders of the Company, or (vii) a tender offer is made and completed for 20% or more of the outstanding securities of the Company. (b) If any of the events described in Section 5(a) hereof constituting a Change in Control has occurred and is followed by Executive’s voluntary or involuntary termination of employment (including for reasons of death but excluding a Termination for Cause) upon or within two (2) years of the date of the Change in Control, Executive (or, as applicable, his beneficiary, beneficiaries or estate) shall be entitled to the benefits provided in paragraphs (c), (d), (e) and (f) of this Section 5. (c) Upon the occurrence of a Change in Control followed by the Executive’s termination of employment as described in Section 5(b), the Company or its successor shall pay Executive, or in the event of his death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the Executive’s three (3) preceding years’ compensation, which three-year period shall end on the last day of the month immediately preceding the month in which the Executive’s Date of Termination occurs, or if such amount is greater, the last day of the month immediately preceding the date of the Change in Control. For purposes of the preceding sentence, compensation shall include the amount of Base Salary which Executive received during the applicable period (or was entitled to receive under Section 3(a) prior to any general reduction occurring within one year prior to the Event of Termination or any reduction which gave rise to the Event of Termination) plus a target annual cash bonus amount for each calendar year commencing within the applicable period, which target annual cash bonus amount for each such year shall be equal to the target annual bonus amount established for the Executive with respect to such year (regardless of whether the actual annual cash bonus payment for any such year was less than or more than such target annual cash bonus amounts, and without proration). Subject to any delay required by Section 409A, such payments shall be made in a lump sum within five (5) business days of Executive’s Date of Termination relating to such termination of employment, unless Executive has made a prior election (in accordance with procedures established by the Committee) to have such payments made in thirty-six (36) monthly installments (without interest) beginning with the month following the month of Executive’s termination. (d) Upon the occurrence of a Change in Control followed by the termination of the Executive’s employment in accordance with Section 5(b), the Company will cause to be continued medical, dental, disability and life insurance coverage substantially identical (including coverage amounts, co-pays, deductible amounts and maximum out-of-pocket amounts) to the coverage that would have been provided by the Company for the Executive and his dependents from time to time in accordance with Section 3(c) if Executive’s employment had continued hereunder. The Company’s obligation and the Executive’s entitlement to continued medical and dental coverage shall be governed by the provisions of Section 7 below. With respect to disability and life insurance coverage, Executive shall be obligated to continue to pay, on a monthly basis, the portion of the cost of such insurance coverage that he would be required to pay if his employment continued. Such continuing insurance and payment arrangements for disability and life insurance coverage shall continue until the earlier of: (i) the date Executive fails to remit to the Company the required monthly premium amount for such insurance coverage within a thirty (30) day grace period of when such payment is due (or, if later, within thirty (30) days after Executive is informed of the payment due); (ii) the date Executive obtains insurance coverage from another employer that is not less than that provided by the Company; (iii) the date of Executive’s death; (iv) age 65; or (v) sixty (60) months from the Date of Termination relating to such termination of employment. (e) In addition to the other benefits provided by this Section 5, Executive shall be entitled to a lump-sum payment of his accrued vacation benefits through the date of Executive’s termination. Executive shall also be entitled to all other payments or benefits to which he may be entitled under the terms of any applicable compensation arrangement or benefit, or fringe benefit plan, program or grant. (f) Notwithstanding the preceding paragraphs of this Section 5, in the event it shall be determined that any payment or distribution of any type to or for the benefit of the Executive by the Company, any of its affiliates, or any person who acquires ownership or effective control of the Bank or the Company or ownership of a substantial portion of the Bank’s or Company’s assets (within the meaning of Section 280G of the Code, and the regulations thereunder) or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), is subject to the excise tax imposed by Section 4999 of the Code or any similar successor provision or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then, except in the case of a Deminimus Excess Amount (as described below), the Executive shall be entitled to receive an additional payment (a “Gross Up Payment”) in an amount such that after payment by the Executive of all taxes imposed upon the Gross-Up Payment (including any federal, state and local income, payroll or excise taxes and any interest or penalties imposed with respect to such taxes), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments (not including any Gross-Up Payment). In the event that the amount by which the present value of the Total Payments which constitute “parachute payments” (within the meaning of Section 280G of the Code) (the “Parachute Payments”) exceeds three (3) times the Executive’s “base amount” (within the meaning of Section 280G of the Code) (the “Base Amount”) is less than 3% of the amount determined under Section 5(c) of this Agreement, such excess shall be deemed to be a Deminimus Excess Amount and the Executive shall not be entitled to a Gross-Up Payment. In such an instance, the Parachute Payments shall be reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s Base Amount; provided that such reduction shall not be made unless the Non-Triggering Amount would be greater than the aggregate value of the Parachute Payments (without such reduction) minus the amount of Excise Tax required to be paid by Executive thereon. The reduction required hereby shall be made by reducing the amount payable under Section 5(c) of this Agreement. All determinations as to the portion, if any, of the Total Payments which constitute Parachute Payments, whether a Gross-Up Payment is required, the amount of such Gross-Up Payment, the amount of any reduction, and any amounts relevant to the foregoing paragraphs of this Section 5(f) shall be made by an independent accounting or nationally-recognized compensation consulting firm selected by the Company (the “Firm”), in consultation with counsel selected by the Company, which firm and counsel may be, but need not be, the firm or counsel then regularly retained by the Company. The Firm shall provide its determination (the “Determination”), together with detailed supporting calculations, regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Company and the Executive, within five (5) days of a date of termination, if applicable, or such earlier time as is requested by the Company or the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). Any Determination by the Firm shall be binding upon the Company and the Executive. As a result of uncertainty in the application of Sections 280G and 4999 of the Code at the time of the initial Determination by the Firm hereunder, or as a result of a subsequent Determination by the Internal Revenue Service or a judicial authority, it is possible that the Company should have made Gross-Up Payments (“Underpayment”), or that the Gross Up Payments will have been made by the Company which should not have been made (“Overpayment”). In either such event, the Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of the Underpayment, the amount of such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. In the case of an Overpayment, the Executive shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company, and otherwise reasonably cooperate with the Bank to correct such Overpayment, including repayment of such Overpayment to the Bank.

Change in Control. This If at any time during the term of this Agreement provides for certain payments and benefits a Change in Control (as defined below) of the Company occurs, then, as to Executive only in the event of such Change in Control, the Company will utilize its best efforts to make appropriate provisions to preserve the rights and interests of the Executive pursuant to this Agreement. A "Failure of the Company to preserve such rights and interests of the Executive will, at the Executives option, be deemed a termination pursuant to Section 4.2(a)(ii), and will be subject to the severance compensation provisions related to termination under that Section. For purposes of this Agreement, a “Change in Control" ” shall mean the occurrence of any of the Company or the Bank shall mean a change in control of a nature thatfollowing events: (a) would be required The approval by the shareholders of BMT of: (1) any consolidation, merger or plan of share exchange involving BMT (a “Merger”) as a result of which the holders of outstanding securities of BMT ordinarily having the right to be reported in response vote for the election of directors (“Voting Securities”) immediately prior to Item 1.01 the Merger do not continue to hold at least 50% of the current report on Form 8-Kcombined voting power of the outstanding Voting Securities of the surviving or continuing corporation immediately after the Merger, as disregarding any Voting Securities issued or retained by such holders in effect on respect of securities of any other party to the date hereofMerger; (2) any sale, pursuant to Section 13 lease, exchange or 15(dother transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of BMT; or (3) the adoption of any plan or proposal for the liquidation or dissolution of BMT; or (b) Any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange “Act"”); or ) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than BMT, have become the beneficial owner (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank Voting Securities representing 25% fifty percent (50%) or more of the combined voting power of Company's the then outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan or trust; or (ii) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the CompanyVoting Securities.

Change in Control. This Agreement provides for certain payments Notwithstanding anything to the contrary expressed or implied herein, Executive shall vest 100% in and benefits be paid the Special Bonus set forth in Section 11 within 30 days of a Change in Control of Sutter. Executive shall also be entitled to the post-termination pxxxxxxs set forth in Section 10, if, following a Change in Control of Sutter, (i) Executive only in is assigned to any duties, responsibilitiex xx xeographic location substantially inconsistent with his position, duties, responsibilities or geographic location with the event of Company immediately prior to such Change in Control, or his duties or responsibilities are substantially reduced as compared with such duties and responsibilities immediately prior to such Change in Control; (ii) Executive's Salary is materially reduced as compared to his Salary immediately prior to such Change in Control of Sutter; or (iii) the Company fails to obtain the assumption of its xxxxxxtions to perform this Agreement by any financially comparable successor; provided, that Executive is not terminated for Cause. A For purposes of this Agreement, a "Change in Control" of the Company or the Bank shall mean a change in control of a nature that: (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control Sutter shall be deemed to have occurred at such time as: if a majority of the members xx xxe Sutter's Board of Directors (ithe "Sutter Board") are not Continuixx Xxxxxtors. For purposes of this Agxxxxxxt "Continuing Directors" means (a) any "person" (as the term is used in Sections 13(d) and 14(d) member of the Exchange Act) is or becomes Sutter Board who was a member of the "beneficial owner" Sutter Board on the Closing Date (as defined in Rule 13d-3 under the Exchange ActMerger Agreemenx), directly or indirectly, of securities of the Bank representing 25% or more of the combined voting power of Company's outstanding securities and xnd (b) any individual who prevails in a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan or trust; or (ii) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were becomes a member of the Incumbent Board; or (iii) Sutter Board after the Closing Date, if such individual was appoinxxx xx nominated for election to the Sutter Board by a plan of reorganization, merger, consolidation, sale of all or substantially all the assets majority of the Company or individuals who qualify as Continuxxx Xxrectors on the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders date of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Companysuch election.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event For purposes of this Agreement, “Change in Control. A "Change in Control" ” means the occurrence of any of the Company or the Bank shall mean a change in control of a nature that: (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: following events: (i) any "person" “Person” (as the such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes the "“beneficial owner" ” (as defined in Rule 13d-3 under of the Exchange Act), directly or indirectly, of securities of the Bank Company representing 25% or more than fifty percent (50%) of the combined total voting power of Company's outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan or trust; or (ii) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election represented by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board’s then-outstanding voting securities; provided, shall behowever, that for purposes of this clause subclause (i) the acquisition of additional securities by any one Person who is considered to own more than fifty percent (50%) of the total voting power of the securities of the Company will not be considered a Change in Control; (ii), considered as though he were a member ) the consummation of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale or disposition by the Company of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than ’s assets; or (iii) the current management of the Company, seeking stockholder approval consummation of a plan of reorganization, merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation. For purposes of this definition, Persons will be considered to be acting as a group if they are direct or indirect owners of a corporation or other entity that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with one or more corporations the Company. Notwithstanding the foregoing, to the extent that any amount constituting deferred compensation (as defined in Section 409A of the Code) would become payable under this Agreement solely by reason of a Change in Control, such amount shall become payable only if the event constituting a Change in Control would also qualify as a result of which the outstanding shares change in ownership or effective control of the class Company or a change in the ownership of securities then subject to a substantial portion of the plan are exchanged for or converted into cash or property or securities not issued by assets of the Company, each as defined within the meaning of Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and IRS guidance that has been promulgated or may be promulgated thereunder from time to time.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of (a) For these purposes, a Change in Control. A "Change in Control" Control of the Company or the Bank shall mean a change in control of a nature that: (ai) would be required to be reported in response to Item 1.01 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "“Exchange Act"”); or (xii) xxxxxxx xx x Xxxnge results in a Change in Control of the Company Bank or the Bank Company within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder by the Federal Reserve Board (collectively, the "“BHCA") ”), or under the Bank in Control Act and the rules and regulations promulgated thereunder by the Federal Reserve Board, as in effect at the time of the Change in Control; or (ciii) without limitation such a Change in Control shall be deemed to have occurred at such time as: as (ia) any "“person" ” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "“beneficial owner" ” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank Company representing 25% or more of the combined voting power of Company's ’s outstanding securities and who prevails in a transaction under (iv)securities, except for any securities purchased by the Bank's ’s employee stock ownership plan or trust; or or (iib) individuals who constitute the Board on the date hereof (the "“Incumbent Board"”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's ’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (iib), considered as though he were a member of the Incumbent Board; or or (iiic) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company Bank or the Bank Company or similar transaction in which the Bank or Company or Bank is not the surviving institution occursoccurs or is implemented; or or (ivd) a proxy statement soliciting proxies from stockholders of the CompanyCompany is distributed, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. (b) Notwithstanding the preceding paragraphs of this Section, in the event that the aggregate payments or benefits to be made or afforded to Executive in the event of a Change in Control would be deemed to include an “excess parachute payment” under Section 280G of the Code or any successor thereto, then the cash severance payable under Section 4 shall be reduced by the minimum amount necessary to result in no portion of the payments and benefits payable by the Employer under Section 4 being non-deductible pursuant to Code Section 280G and subject to an excise tax imposed under Code Section 4999.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of (a) If there shall have occurred a Change in Control, Securities shall be purchased by the Corporation, at the option of the Holder thereof, at a purchase price (the "Change in Control Purchase Price") equal to (i) unless otherwise specified in the terms of such Securities, one hundred percent (100%) of the principal amount thereof, together with accrued interest to the Change in Control Purchase Date referred to below (except that interest installments due prior to the Change in Control Purchase Date will be payable to the Holders of such Securities of record at the close of business on the relevant record dates according to their terms and the provisions of Section 307), or (ii) such other price or prices as may be specified in the terms of such Securities; in each case as of the date that is thirty-five (35) Business Days after the occurrence of the Change in Control (the "Change in Control Purchase Date"), subject to satisfaction by or on behalf of the Holder of the requirements set forth in Section 1007(c). A "Change in Control" of the Company or the Bank shall mean a change in control of a nature that: (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time asas any of the following events shall occur: (i1) any Person or group of Persons shall have acquired "personbeneficial ownership" (as within the term is used in Sections meaning of Section 13(d) and or 14(d) of the Exchange Act, as amended, and the applicable rules and regulations thereunder) of shares of Voting Stock representing at least thirty-five percent (35%) of the outstanding Voting Power of the Corporation, (2) during any period of twenty-five (25) consecutive months, commencing before or after the date of this Indenture, individuals who at the beginning of such twenty-five month period were directors of the Corporation (together with any replacement or additional directors whose election was recommended by incumbent management of the Corporation or who were elected by a majority of directors then in office) cease to constitute a majority of the board of directors of the Corporation, or (3) any person or group of related persons shall acquire all or substantially all of the assets of the Corporation; provided that a Change in Control shall not be deemed to have occurred pursuant to clause (3) above if the Corporation shall have merged or consolidated with or transferred all or substantially all of its assets to another entity in compliance with the provisions of Section 801 and the surviving or successor or transferee entity is no more leveraged than was the Corporation immediately prior to such event. For purposes of this definition, the term "leveraged" when used with respect to any entity shall mean the percentage represented by the total assets of that corporation divided by its stockholders' equity (or becomes members' equity, as the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Actcase may be), directly or indirectlyin each case determined and as would be shown in a consolidated balance sheet of such entity prepared in accordance with generally accepted accounting principles in the United States of America. For purposes of this Section 1007, "substantially all of securities its assets" shall mean, at any date, a portion of the Bank representing 25% or more non-current assets reflected in the Corporation's consolidated balance sheet as of the combined voting power end of Company's outstanding securities the most recent quarterly period that represents at least sixty-six and who prevails two-thirds percent (66 2/3%) of the total reported value of such assets. Notwithstanding the foregoing provisions of this Section 1007, a Change in a transaction under (iv)Control shall not be deemed to have occurred by virtue of: the Corporation, except for any securities purchased by Subsidiary of the Bank's Corporation, any employee stock ownership plan or trust; orany other employee benefit plan of the Corporation or any such Subsidiary, or any person holding Voting Stock for or pursuant to the terms of any such employee benefit plan, acquiring beneficial ownership of shares of Voting Stock, whether representing thirty-five percent (35%) or more of the outstanding Voting Power of the Corporation or otherwise. (iib) individuals who constitute Within fifteen (15) Business Days after the Board occurrence of a Change in Control, the Corporation shall mail a written notice of Change in Control by first-class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law) of Securities of any series and shall cause a copy of such notice to be published in a daily newspaper of national circulation. The notice shall state: (1) the events causing a Change in Control (specifying such events) and the date of such Change in Control; (2) the date by which the Change in Control Purchase Notice pursuant to this Section 1007 must be given; (3) the Change in Control Purchase Date; (4) the Change in Control Purchase Price; (5) the name and address of the Paying Agent for such series; (6) that on the date hereof Change in Control Purchase Date each Security of such series surrendered in accordance with this Section 1007 and the terms of such Security for payment at the Change in Control Purchase Price will be purchased by the Corporation at such price and, if applicable, that interest thereon will cease to accrue on and after such date; (7) the procedures the Holder must follow to exercise rights under this Section 1007, including procedures to be followed by a Holder acting as a Holder of record on behalf of more than one beneficial owner in exercising rights specified in this Section 1007 with respect to less than all such beneficial owners; and (8) the procedures for withdrawing a Change in Control Purchase Notice. (c) A Holder of Securities of any series may exercise its rights specified in Section 1007(a) by delivering a written notice of purchase (a "Incumbent BoardChange in Control Purchase Notice") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote Paying Agent for such series at its address set forth on the notice sent pursuant to Section 1007(b)(5) at any time prior to the close of at least three-quarters business on the Change in Control Purchase Date with respect to such Change of Control, stating: (1) the certificate number or numbers of the directors comprising Security or Securities which the Incumbent BoardHolder will deliver to be purchased; and (2) that such Security or Securities shall be purchased pursuant to the terms and conditions specified herein and in the Corporation's notice pursuant to Section 1007(b). A Holder may, but is not required to, use the Form of Change in Control Purchase Notice attached hereto as Exhibit A. The delivery of such Security or whose nomination for election Securities to such Paying Agent prior to, on or after the Change in Control Purchase Date (together with all necessary endorsements) at the offices of such Paying Agent shall be a condition to the receipt by the Company's stockholders was approved Holder of the Change in Control Purchase Price therefor, provided, however, that such Change in Control Purchase Price shall be so paid pursuant to this Section 1007 only if the Security or Securities so delivered to the Paying Agent shall conform in all respects to the description thereof set forth in the related Change in Control Purchase Notice. The Corporation shall establish procedures to permit a Holder of a Security or Securities acting as a Holder of record on behalf of more than one beneficial owner to exercise the rights specified in this Section 1007 with respect to less than all such beneficial owners. Any purchase by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes Corporation contemplated pursuant to the provisions of this clause (ii), considered as though he were a member Section 1007 shall be consummated by the delivery of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale of all or substantially all consideration to be received by the assets Holder promptly following the later of the Company or Change in Control Purchase Date and the Bank or similar transaction time of delivery of the Security. Notwithstanding anything herein to the contrary, any Holder of Securities of a series delivering to the Paying Agent for such series the Change in which Control Purchase Notice contemplated by this Section 1007(c) shall have the Company or Bank right to withdraw such Change in Control Purchase Notice at any time prior to the close of business on the Change in Control Purchase Date by delivery of a written notice of withdrawal to such Paying Agent in accordance with Section 1008. A Holder may, but is not required to, use the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders Form of the Company, by someone other than the current management Notice of the Company, seeking stockholder approval Withdrawal of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations Change in Control Purchase Notice attached hereto as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company.Exhibit B.

Change in Control. This Agreement provides for certain payments Notwithstanding any provision to the contrary in this Agreement, a Participant shall become fully and benefits to Executive only immediately vested in the Award in the event of the occurrence of a Change in Control, provided that the Participant remains in the continuous employ of the Company or any Subsidiary until the date of the consummation of such Change in Control. A In the event of the occurrence of a Change in Control, the Vested Shares will be released within a reasonable time thereafter. For purposes of this Agreement "Change in Control" shall mean the occurrence of any of the following events: i. The consummation of (1) a merger, consolidation, statutory share exchange or similar form of transactions involving the (x) Company or (y) any Subsidiary, but in the case of this clause (y) only if Company Voting Securities (as defined below) are issued or issuable or, or (2) the sale or other disposition of all or substantially all of the assets of the Company or (each of the Bank shall mean foregoing events in clauses (1) and (2) being hereinafter referred to as a change "Reorganization"), in control of a nature thateach case, unless immediately following such Reorganization: (a) would be required to be reported in response to Item 1.01 all or substantially all of the current report on Form 8-K, individuals and entities who were the Beneficial Owners (as in effect on the date hereof, pursuant to Section 13 or 15(ddefined below) of the Securities Exchange Act securities eligible to vote for the election of 1934 the Board (such securities, the "Company Voting Securities") outstanding immediately prior to the consummation of such Reorganization continue to Beneficially Own more than seventy percent (70%) of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization (including a corporation or entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) (the "Exchange ActContinuing Entity"); or (x) xxxxxxx xx x Xxxnge in Control substantially the same proportions as their ownership, immediately prior to the consummation of the Company or the Bank within the meaning Reorganization, of the Bank Holding outstanding Company ActVoting Securities (excluding, as amendedfor purposes of determining such proportions, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of outstanding voting securities of the Bank representing 25% Continuing Entity that such Beneficial Owners hold immediately following the consummation of the Reorganization as a result of their ownership prior to such consummation of voting securities of any corporation or entity involved in or forming part of such Reorganization other than the Company), b) no Person (excluding any employee benefit plan (or related trust) sponsored or maintained by the Continuing Entity or any corporation or entity controlled by the Continuing Entity) Beneficially Owns thirty-five percent (35%) or more of the combined voting power of the then outstanding voting securities of the Continuing Entity, and c) at least a majority of the members of the board of directors of the Continuing Entity were Incumbent Directors (as defined below) at the time of execution of the definitive agreement providing for such Reorganization or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization; ii. The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company's , unless such liquidation or dissolution is part of a transaction or series of transactions described in paragraph (i) above that does not otherwise constitute a Change in Control; a) any Person acquires Beneficial Ownership of, or acquires voting control over, twenty percent (20%) or more of either the outstanding securities and who prevails Stock or the combined voting power of the then outstanding Company Voting Securities, either in a single transaction under or in a series of transactions occurring within the twelve-month period ending on the date of the most recent acquisition (ivsuch Person, an “Acquiring Person”); provided, however, that for purposes of this paragraph (iii), except for no Person may become an Acquiring Person on account of any securities purchased of the following acquisitions of Stock or Company Voting Securities: (1) any acquisition by the Bank's Company or any Subsidiary; (2) any acquisition by an underwriter temporarily holding such securities pursuant to an offering of such securities; (3) any acquisition by any employee stock ownership benefit plan (or related trust) sponsored by or maintained by the Company or any Subsidiary; and (4) any acquisition upon consummation of a transaction described in paragraph (i) above that does not otherwise constitute a Change in Control under the terms of such paragraph (i), and b) a majority of the members of the Board are or become individuals who are (1) the Acquiring Person; (2) if the Acquiring Person is a group, members of such group; (3) Affiliates of the Acquiring Person; (4) if the Acquiring Person is a group, Affiliates of members of such group; and/or (5) individuals whose initial assumption of office as a member of the Board occurs as a result of (A) an actual or threatened election contest or actual or threatened solicitation of proxies or consents by or on behalf of the Acquiring Person or, if the Acquiring Person is a Group, any member(s) of such group or (B) the recommendation or request of the Acquiring Person or any member of the Board who is an Affiliate of the Acquiring Person or, if the Acquiring Person is a group, any member of such group (each such Board member, an “Acquiring Person Director”); or iv. During any period of twenty-four (ii24) consecutive months, individuals who constitute were members of the Board on at the date hereof beginning of such period (the "Incumbent BoardDirectors") cease at any time during such period for any reason to constitute at least a majority thereofof the Board; provided, provided however, that any person individual becoming a director subsequent to the date hereof beginning of such period whose appointment or election, or nomination for election by the Company’s shareholders, was approved by a vote of at least three-quarters a majority of the directors then comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, Directors shall be, for purposes of this clause (ii), be considered as though he such individual were a member an Incumbent Director, but excluding, for this purpose, any such individual whose initial assumption of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations office occurs as a result of which either an actual or threatened election contest or actual or threatened solicitation of proxies or consents by or on behalf of an entity or Person other than the outstanding shares Board. For purposes of this definition, the term "Person" shall mean any individual, corporation, partnership, group, association or other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2) of the class Exchange Act, and the terms "Beneficial Owner," "Beneficially Own" and similar variations of securities then subject such terms shall have the meaning given in Rule 13d-3 under the Exchange Act. For purposes of this definition, “Affiliate” means (a) any Person directly or indirectly controlling, controlled by or under common control with the Acquiring Person (or any of its members, if the Acquiring Person is a group); (b) any director, officer, member, manager, partner, five percent (5%) owner, attorney, financial or accounting adviser or other agent of the Acquiring Person (or any of its members, if the Acquiring Person is a group) or of any Person described in clause (a); or (c) any director, officer, member, manager, partner, five percent (5%) owner, attorney, financial or accounting adviser or other agent of any Person described in clause (b). For the purposes of this definition, “control,” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the plan foregoing. The Board shall have full and final authority, in its discretion, to determine whether a Change in Control has occurred, the date of the occurrence of such Change in Control and any incidental matters relating thereto, provided that the determination as to whether one or more Board members are exchanged for Acquiring Person Directors shall be made by a majority of members of the Board other than members who are Acquiring Person Directors or converted into cash or property or securities not issued by the Companywhose status as an Acquiring Person Director is in question.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event For purposes of this Agreement, “Change in Control. A "Change in Control" ” means the occurrence of any of the Company or the Bank shall mean a change in control of a nature that: (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time asfollowing events: (i) there shall be consummated (A) any "consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s Common Stock would be converted into cash, securities or other property, other than a merger of the Company where a majority of the Board of Directors of the surviving corporation are, and for a two-year period after the merger continue to be, persons who were directors of the Company immediately prior to the merger or were elected as directors, or nominated for election as director, by a vote of at least two-thirds of the directors then still in office who were directors of the Company immediately prior to the merger, or (B) any sale, lease, exchange or transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company, or (ii) the shareholders of the Company shall approve any plan or proposal for the liquidation or dissolution of the Company, or (iii) (A) any “person" ” (as the such term is used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act) is ”), other than the Company or becomes a subsidiary thereof or any employee benefit plan sponsored by the "Company or a subsidiary thereof, shall become the beneficial owner" owner (as defined in within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, ) of securities of the Bank Company representing 25% 20 percent or more of the combined voting power of the Company's ’s then outstanding securities ordinarily (and who prevails apart from rights accruing in special circumstances) having the right to vote in the election of directors, as a transaction under result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, and (iv)B) at any time during a period of two years thereafter, except for any securities purchased by the Bank's employee stock ownership plan or trust; or (ii) individuals who constitute immediately prior to the beginning of such period constituted the Board on of Directors of the date hereof (the "Incumbent Board") Company shall cease for any reason to constitute at least a majority thereof, provided that any person becoming a unless the election or the nomination by the Board of Directors for election by the Company’s shareholders of each new director subsequent to the date hereof whose election during such period was approved by a vote of at least threetwo-quarters thirds of the directors comprising then still in office who were directors at the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes beginning of this clause (ii), considered as though he were a member of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Companysuch period.

Change in Control. This Agreement provides for certain payments and benefits to Executive only Each of the events specified in the event of Change in Control. A "Change in Control" of the Company or the Bank shall mean a change in control of a nature that: following clauses (a) would through (c) of this paragraph 10 shall be required to be reported deemed a “change in response to Item 1.01 control” of the current report on Form 8-KTCF Financial: a. Any “person”, as defined in effect on the date hereof, pursuant to Section 13 or 15(dsections 13(d) and 14(d) of the Securities Exchange Act of 1934 1934, as amended (the "“Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act”) is or becomes the "“beneficial owner" (” as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank TCF Financial representing 25% fifty percent (50%) or more of the combined voting power of Company's TCF Financial’s then outstanding securities and who prevails (for purposes of this subparagraph a, the term “beneficial owner” does not include any employee benefit plan maintained by TCF Financial that invests in a transaction under (ivTCF Financial’s voting securities), except for any securities purchased by the Bank's employee stock ownership plan or trust; or b. During any period of two (ii2) consecutive years there shall cease to be a majority of TCF Financial’s Board of Directors (the “Board”) comprised as follows: individuals who at the beginning of such period constitute the Board on the date hereof (the "Incumbent Board") cease or new directors whose nomination for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election by TCF Financial’s stockholders was approved by a vote of at least threetwo-quarters thirds (2/3) of the directors comprising then still in office who either were directors at the Incumbent Board, beginning of the period or whose election or nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent Boardpreviously so approved; or c. The stockholders of TCF Financial approve a merger or consolidation of TCF Financial with any other corporation, other than a merger or consolidation which would result in the voting securities of TCF Financial outstanding immediately prior thereto continuing to represent (iiieither by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting power of the voting securities of TCF Financial or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of TCF Financial approve a plan of reorganizationcomplete liquidation of TCF Financial or an agreement for the sale or disposition by TCF Financial of all or substantially all TCF Financial’s assets; provided, however, that no change in control will be deemed to have occurred until such merger, consolidation, sale or disposition of all assets, or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank liquidation is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Companysubsequently consummated.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control. A "Change in Control" of the Company or the Bank shall mean a change in control of a nature that: (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time asif the conditions set forth in any one of the following paragraphs shall have been satisfied: (i) any "person" (as the such term is used in Sections 13(d14(d) and 14(d15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (other than the Company; any trustee or other fiduciary holding securities under an employee benefit plan of the Company; or any Company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company) is or becomes after the Effective Date the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates) representing 25% or more of the combined voting power of the Company's then outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan or trustsecurities; or (ii) during any period of two consecutive years (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board on the date hereof and any new director (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming other than a director subsequent designated by a person who has entered into an agreement with the Company to the date hereof effect a transaction described in subparagraph (i), (iii) or (iv) of this Section 11(g)) whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, Board or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes a vote of this clause (ii), considered as though he were a member at least 2/3 of the Incumbent Boarddirectors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company's then outstanding securities; or (iv) the stockholders of the Company approve a plan of reorganization, merger, consolidation, complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company's assets.

Change in Control. This Agreement provides for certain payments Notwithstanding the provisions of Section 2 "Right to Exercise Option" and benefits to Executive only Section 3 "Termination of Employment" of this Agreement, in the event of a Change in Control, any portion of this option that is then not exercisable shall become immediately exercisable. A For purposes hereof, a "Change in Control" shall be deemed to have occurred in the event of (i) a merger involving the Corporation in which the Corporation is not the surviving corporation (other than a merger with a wholly-owned subsidiary of the Company or Corporation formed for the Bank shall mean purpose of changing the Corporation's corporate domicile); (ii) a change share exchange in control of a nature that: (a) would be required to be reported in response to Item 1.01 which the shareholders of the current report Corporation exchange their stock in the Corporation for stock of another corporation (other than a share exchange in which all or substantially all of the holders of the voting stock of the Corporation, immediately prior to the transaction, exchange, on Form 8-Ka pro rata basis, their voting stock of the Corporation for more than 50% of the voting stock of such other corporation); (iii) the sale of all or substantially all of the assets of the Corporation; or (iv) any person or group of persons (as in effect on the date hereof, pursuant to defined by Section 13 or 15(d13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act1934, as amended, and applicable rules and regulations promulgated thereunder ) (collectively, other than any employee benefit plan or employee benefit trust benefiting the "BHCA") as in effect at the time employees of the Change in Control; or (cCorporation) without limitation such becoming a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank Corporation representing 25% more than fifty (50%) percent of either the then outstanding Common Stock of the Corporation, or more of the combined voting power of Companythe Corporation's then outstanding securities voting securities. In the event of a Change of Control, the Committee may, in its sole discretion and who prevails in a transaction under (iv), except for any securities purchased by without the Bank's employee stock ownership plan or trust; or (ii) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters consent of the directors comprising the Incumbent BoardOptionee, or whose nomination cancel this option in exchange for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes a payment with respect to each vested share of this clause (ii), considered Common Stock as though he were a member provided in Section 9.2(b) of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the CompanyPlan.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of (a) No benefit shall be payable under this Section 5 unless there shall have been a Change in ControlControl of the Holding Company, as set forth below. A For purposes of this Agreement, a "Change in Control" of the Holding Company or the Bank shall mean a change in control an event of a nature that: : (ai) would be required to be reported in response to Item 1.01 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 0000 (the xxx "Exchange ActXxxxxxxx Xxx"); or or (xii) xxxxxxx xx x Xxxnge results in a Change in Control of the Company Bank or the Bank Holding Company within the meaning of the Bank Holding Company ActHome Owners' Loan Act of 1933, as amended, and applicable rules the Rules and regulations Regulations promulgated thereunder by the Office of Thrift Supervision (collectivelyor its predecessor agency), the "BHCA") as in effect at on the time date hereof, including Section 574 of the Change in Controlsuch regulations; or or (ciii) without limitation such a Change in Control shall be deemed to have occurred at such time as: as (ia) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities or makes an offer to purchase securities of the Bank Holding Company representing 2520% or more of the combined voting power of Holding Company's outstanding securities and who prevails in a transaction under (iv), ordinarily having the right to vote at the election of directors except for any securities purchased by the Bank's any employee stock ownership plan and trust of the Bank; or trust; or (iib) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders shareholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (iib), considered as though he were a member of the Incumbent Board; or or (iiic) a plan of reorganization, merger, consolidation, consolidation or sale of all or substantially all the assets of the Holding Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or or (ivd) a proxy statement shall be distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or similar transaction Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan Plan are exchanged for or converted into cash or property or securities not issued by the Bank or Holding Company; or (e) a tender offer is made for 20% or more of the outstanding securities of the Bank or Holding Company. (b) If any of the events described in Section 5(a) hereof constituting a Change in Control have occurred or the Board of the Holding Company has determined that a Change in Control has occurred, Executive shall be entitled to the benefits provided in paragraphs (c), (d), (e), (f) and (g) of this Section 5 upon his subsequent termination of employment at any time during the term of this Agreement (regardless of whether such termination results from his resignation or his dismissal), unless such termination is because of his death, disability or for cause. Upon the Change in Control, Executive shall have the right to elect to terminate his employment with the Holding Company at any time during the term of this Agreement. (c) Upon the occurrence of a Change in Control followed by the Executive's termination of employment, the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average of the three (3) preceding years' Base Salary paid to the Executive. At the discretion of the Executive, such payment may be made in a lump sum immediately upon a Change in Control and termination of employment of Executive or paid monthly during the thirty-six (36) months following the Executive's termination. (d) Upon the occurrence of a Change in Control followed by the Executive's termination of employment, the Holding Company will cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for the Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's employment by another employer or thirty-six (36) months. (e) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Holding Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (f) Upon the occurrence of a Change in Control, the Executive will be entitled to the benefits under the Bank's Management Recognition and Retention Plans. (g) Notwithstanding the preceding paragraphs of this Section 5, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under 280G of the Code or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G, and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 5 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (g) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Holding Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received. (h) On an annual basis on January 2, or if January 2 is not a regular business day, then on the next such regular business day, of each year, Executive shall elect whether, in the event amounts are payable under Section 5(c) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such section. Such election shall be irrevocable for the year for which such election is made.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event For purposes of this Agreement, a Change in Control. A "Change in Control" of the Company or the Bank shall mean a change in control of a nature that: (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or shall mean the Bank within the meaning occurrence of any of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time asfollowing events: (i) any "person" (as person or group, other than the term is used in Sections 13(d) and 14(d) of the Exchange Act) Permitted Holders, is or becomes the "“beneficial owner" ” (as defined in Rule rules 13d-3 and 13d-5 under the Exchange Act), ) directly or indirectly, indirectly of securities more than 50% of the Bank total voting power of the voting stock of the Company, including by way of merger, consolidation or otherwise; (ii) a reorganization, recapitalization, merger or consolidation (a “Corporate Transaction”) involving the Company, unless securities representing 2550% or more of the combined voting power of Company's the then outstanding voting securities and who prevails entitled to vote generally in a the election of directors of the Company or the corporation resulting from such Corporate Transaction (or the parent of such corporation) are held subsequent to such transaction under (iv), except for any securities purchased by the Bank's employee stock person or persons who were the “beneficial owners” of the outstanding voting securities entitled to vote generally in the election of directors of the Company immediately prior to such Corporate Transaction, in substantially the same proportions as their ownership plan immediately prior to such Corporate Transaction; (iii) the sale or trustdisposition, in one or a series of related transactions, of all or substantially all, of the assets of the Company to any “person” or “group” (as such terms are defined in Sections 13(d)(3) or 14(d)(2) of the Act) other than the Permitted Holders; or (iiiv) during any period of 12 months, individuals who constitute at the beginning of such period constituted the Company’s Board of Directors (the “Board), together with any new directors whose election by the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders of the Company was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes a vote of this clause (ii), considered as though he were a member majority of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets directors of the Company (then still in office) who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Bank Board, then in office; provided, however, that such transaction also constitutes a change in control event within the meaning of Section 409A. The term Permitted Holders as used above shall mean any of (i) Blackstone or similar transaction in which its affiliates, and (ii) an employee benefit plan (or trust forming a part thereof) maintained by (A) the Company or Bank is not the surviving institution occurs; or (ivB) a proxy statement soliciting proxies from stockholders of the Company, by someone any corporation or other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger person or consolidation of the Company or similar transaction with one or more corporations as a result entity of which the outstanding shares a majority of the class its voting power of its voting equity securities then subject to the plan are exchanged for or converted into cash equity interest is owned, directly or property or securities not issued indirectly, by the Company. The term Blackstone as used above shall mean each of Blackstone FCH Capital Partners IV L.P., Blackstone Health Commitment Partners L.P., Blackstone Capital Partners IV-A L.P., Blackstone Family Investment Partnership IV-A L.P., Blackstone Health Commitment Partners-A L.P., Blackstone FCH Capital Partners IV-B L.P., and Blackstone FCH Capital Partners IV-A L.P., and their respective Affiliates.”

Change in Control. This Agreement provides for certain payments and benefits to Executive only (a) No benefit shall be payable under this Section 5 unless there shall have been a Change in Control of the event Holding Company, as set forth below. For purposes of this Agreement, a “Change in Control. A "Change in Control" ” of the Holding Company or the Bank shall mean a change in control an event of a nature that: : (ai) would be required to be reported in response to Item 1.01 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "“Exchange Act"”); or or (xii) xxxxxxx xx x Xxxnge results in a Change in Control of the Company Bank or the Bank Holding Company within the meaning of the Bank Holding Company ActHome Owners’ Loan Act of 1933, as amended, and applicable rules the Rules and regulations Regulations promulgated thereunder by the Office of Thrift Supervision (collectivelyor its predecessor agency), the "BHCA") as in effect at on the time date hereof, including Section 574 of the Change in Controlsuch regulations; or or (ciii) without limitation such a Change in Control shall be deemed to have occurred at such time as: as (ia) any "“person" ” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "“beneficial owner" ” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities or makes an offer to purchase securities of the Bank Holding Company representing 2520% or more of the combined voting power of Holding Company's ’s outstanding securities and who prevails in a transaction under (iv), ordinarily having the right to vote at the election of directors except for any securities purchased by the Bank's any employee stock ownership plan and trust of the Bank; or trust; or (iib) individuals who constitute the Board on the date hereof (the "“Incumbent Board"”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders ’s shareholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (iib), considered as though he were a member of the Incumbent Board; or or (iiic) a plan of reorganization, merger, consolidation, consolidation or sale of all or substantially all the assets of the Holding Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or or (ivd) a proxy statement shall be distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or similar transaction Bank with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan Plan are exchanged for or converted into cash or property or securities not issued by the Bank or Holding Company; or (e) a tender offer is made for 20% or more of the outstanding securities of the Bank or Holding Company. (b) If any of the events described in Section 5(a) hereof constituting a Change in Control have occurred or the Board of the Holding Company has determined that a Change in Control has occurred, Executive shall be entitled to the benefits provided in paragraphs (c), (d), (e), (f) and (g) of this Section 5 upon his subsequent termination of employment at any time during the term of this Agreement (regardless of whether such termination results from his resignation or his dismissal), unless such termination is because of his death, disability or for cause. Upon the Change in Control, Executive shall have the right to elect to terminate his employment with the Holding Company at any time during the term of this Agreement. (c) Upon the occurrence of a Change in Control followed by the Executive’s termination of employment, the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average of the three (3) preceding years’ Base Salary paid to the Executive. At the discretion of the Executive, such payment may be made in a lump sum immediately upon a Change in Control and termination of employment of Executive or paid monthly during the thirty-six (36) months following the Executive’s termination. (d) Upon the occurrence of a Change in Control followed by the Executive’s termination of employment, the Holding Company will cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for the Executive prior to his severance. Such coverage shall cease upon the earlier of Executive’s employment by another employer or thirty-six (36) months. (e) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Holding Company’s Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans. (f) Upon the occurrence of a Change in Control, the Executive will be entitled to the benefits under the Bank’s Management Recognition and Retention Plans. (g) Notwithstanding the preceding paragraphs of this Section 5, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Termination Benefits”) would be deemed to include an “excess parachute payment” under Section 280G of the Code or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount”, as determined in accordance with said Section 280G, and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced to the Non-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits provided by the preceding paragraphs of this Section 5 shall be determined by the Executive. In the event that Executive receives the Non-Triggering Amount pursuant to this paragraph (g) and it is subsequently determined by the Internal Revenue Service or judicial authority that Executive is deemed to have received an amount in excess of the Non-Triggering Amount, the Holding Company shall pay to Executive an amount equal to the value of the payments or benefits in excess of the Non-Triggering Amount he is so deemed to have received. (h) On an annual basis on January 2, or if January 2 is not a regular business day, then on the next such regular business day, of each year, Executive shall elect whether, in the event amounts are payable under Section 5(c) hereof, such amounts shall be paid in a lump sum or on a pro rata basis pursuant to such section. Such election shall be irrevocable for the year for which such election is made.

Change in Control. This Agreement provides for certain payments and benefits to Executive only (a) No benefit shall be payable under this Section 5 unless there shall have been a Change in Control of the event Company, as set forth below. For purposes of this Agreement, a “Change in Control. A "Change in Control" ” of the Company or the Bank shall mean a change in control any of a nature thatthe following: (a1) a reorganization, merger, merger conversion, consolidation or sale of all or substantially all of the assets of the Company, or a similar transaction in which the Company is not the resulting entity and that is not approved by a majority of the Incumbent Board (as herein defined) of the Company; or (2) individuals who constitute the Incumbent Board of the Company cease for any reason to constitute a majority thereof; provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least 80% of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s shareholders was approved by the nominating committee, if any, serving under the Incumbent Board, shall be, for purposes of this Section 5, deemed to be a member of the Incumbent Board; or (3) the occurrence of an event, the nature of which would be required to be reported in response to Item 1.01 1 of the current report Current Report on Form 8-K, as such form is in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "“Exchange Act"”); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i4) any "“person" ” (as the term is used in Sections Section 13(d) and 14(d) of the Exchange ActAct of 1934) is or becomes the "beneficial owner" (an Acquiring Person, as more particularly defined in Rule 13d-3 under the Exchange Act)Rights Agreement dated October 5, directly or indirectly2008 by and between the Company and Rxxxx & Associates, of securities of the Bank representing 25% or more of the combined voting power of Company's outstanding securities and who prevails in a transaction under (iv)Inc., except for any securities purchased by the Bank's employee stock ownership plan or trustas Rights Agent; or (ii) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv5) a proxy statement soliciting proxies from stockholders shareholders of the Company, by someone other than the current management of the Company, seeking stockholder shareholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations corporations, as a result of which the outstanding shares of the class of securities then subject to the plan or transaction are exchanged for or converted into cash or property or securities not issued by the Company; or (6) a tender offer or exchange offer is made by any person which would result in a person or group beneficially owning 10% or more of the voting securities of the Company, and shareholders owning beneficially or of record 10% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event For purposes of Change in Control. A this Agreement, a "Change in Control" of the Company or the Bank shall mean a change in control of a nature that: (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time asas of the day that any one or more of the following conditions shall have been satisfied: (i) any "person" (as the such term is used in Sections 13(dSection 12(d) and 14(d) of the Securities Exchange Act of 1934, (the "Exchange Act") (other than the Company, TWC or any trustee or other fiduciary holding securities under any employee benefit plan of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank Company (or a successor by merger, consolidation or similar transaction, referred to in this Section as a "successor") representing 25a percentage of combined voting power of the Company's (or its successor's) then outstanding securities which is greater than the percentage of the combined voting power represented by securities of the Company (or its successor) then owned by TWC; provided, however, that for purposes of this clause (i), the percentage so owned by TWC shall not be treated as beneficially owned by any direct or indirect shareholder of TWC; and provided further, that the transfer of securities of the Company owned by TWC to any direct or indirect shareholders of TWC in connection with any one or more spin-offs, split-offs, split-ups, corporate distributions or similar transactions consummated as part of an integrated plan involving TWC's direct or indirect shareholders (a "Restructuring Transaction") shall not be deemed to constitute a Change in Control; or (ii) after consummation of a Restructuring Transaction, any person, as defined above (other than the Company, TWC or any trustee or other fiduciary holding securities under any employee benefit plan of the Company), is or becomes the beneficial owner, as defined above, directly or indirectly, of securities of the Company or its successor representing a majority of the combined voting power of the Company's (or its successor's) then outstanding securities; provided, however that the ownership of securities of the Company constituting such a majority by a person immediately after consummation of a Restructuring Transaction and by such person thereafter shall not constitute a Change in Control; and provided further, that the subsequent acquisition of securities by another person which causes such other person to own such a majority will constitute a Change in Control; or (iii) the Company consummates (1) an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets except pursuant to a merger, consolidation or similar transaction involving the Company and a successor (as defined above) (said merger, consolidation or similar transaction shall be tested only pursuant to clause (i) above) or (2) a plan of complete liquidation of the Company, or (iv) any "person," as such term is used in Section 13(d) and 14(d) of the Exchange Act (other than the Company, TWC, members of the TWC Controlling Shareholder Group, any trustee or other fiduciary holding securities under any employee benefit plan of the Company or TWC), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of TWC representing 30% or more of the combined voting power of CompanyTWC's then outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan or trustsecurities; or (iiv) individuals who constitute the Board on shareholders of TWC approve a merger or consolidation of TWC with any other corporation or entity, other than a merger or consolidation which would result in the date hereof voting securities of TWC outstanding immediately prior thereto continuing to represent (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved either by a vote of at least three-quarters remaining outstanding or by being converted into voting securities of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member surviving entity) more that 80% of the Incumbent Boardcombined voting power of the voting securities of TWC or such surviving entity outstanding immediately after such merger or consolidation; or (iiivi) a plan of reorganization, merger, consolidation, TWC consummates (1) an agreement for the sale or disposition by TWC of all or substantially all the of TWC's assets of the Company or the Bank except pursuant to a merger, consolidation or similar transaction in which the Company or Bank involving TWC where TWC is not the surviving institution occursentity (said merger, consolidation or similar transaction shall be tested only pursuant to clause (v) above) or (2) a plan of complete liquidation of TWC; or (ivvii) a proxy statement soliciting proxies from stockholders the total combined voting power of TWC (or any successor entity) represented by shares of voting stock owned by members of the CompanyTWC Controlling Shareholder Group is reduced to 30% or less. Notwithstanding the foregoing, by someone other than in no event shall a Change in Control be deemed to have occurred with respect to the current management Executive if the Executive is part of a purchasing group that consummates a transaction causing a Change in Control. The Executive shall be deemed "part of a purchasing group" for purposes of the Companypreceding sentence if the Executive is a direct or indirect equity participant in the purchasing company or group. Furthermore, seeking stockholder approval the occurrence of any of the events listed in clauses (iv), (v), (vi) or (vii) above shall not constitute a Change in Control if they occur after consummation of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the CompanyRestructuring Transaction.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of (a) No benefit shall be payable under this Section 5 unless there shall have been a Change in ControlControl of the Bank or Company, as set forth below. A For purposes of this Agreement, a "Change in Control" of the Bank or Company or the Bank shall mean a change in control an event of a nature that: : (ai) would be required to be reported in response to Item 1.01 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"'); or or (xii) xxxxxxx xx x Xxxnge results in a Change in Control of the Company Bank or the Bank Company within the meaning of the Bank Holding Company ActHome Owners' Loan Act of 1933 and the Rules and Regulations promulgated by the Office of Thrift Supervision (or its predecessor agency), as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at on the time of the Change in Controldate hereof; or or (ciii) without limitation such a Change in Control shall be deemed to have occurred at such time as: as (ia) any "person" Person' (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank or the Company representing 25% or more of the combined voting power of Bank's or the Company's outstanding securities and who prevails in a transaction under (iv), except for any securities of the Bank purchased by the Company in connection with the conversion of the Bank to the stock form and any securities purchased by the Bank's employee stock ownership plan or and trust; or or (iib) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided, however, that this sub-section (b) shall not apply if the Incumbent Board is replaced by the appointment by a Federal banking agency of a conservator or receiver for the Bank and, provided further that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least threetwo-quarters thirds of the directors comprising the Incumbent Board, Board or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (iib), considered as though he were a member of the Incumbent Board; or or (iiic) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company Bank or the Bank Company; or similar transaction in which the Company or Bank is not the surviving institution occurs; or (ivd) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or Bank or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the such plan or transaction are exchanged for or converted into cash or property or securities not issued by the Bank or the Company shall be distributed and the requisite number of proxies approving such plan of reorganization, merger or consolidation of the Company or Bank are received and voted in favor of such transactions; or (e) a tender offer is made for 25% or more of the outstanding securities of the Bank or Company and shareholders owning beneficially or of record 25% or more of the outstanding securities of the Bank or Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. (b) If any of the events described in Section 5(a) hereof constituting a Change in Control have occurred, Executive shall be entitled to the benefits provided in paragraphs (c), (d), (e), (f), (g) and (h) of this Section 5 upon his subsequent termination of employment at any time during the term of this Agreement (regardless of whether such termination results from (i) his resignation, provided such resignation occurs within one year of a change of control, or (ii) his dismissal), unless such termination is because of his death, normal retirement, termination for Cause or termination for Disability. Upon the Change in Control, Executive shall have the right to elect to terminate his employment with the Bank for a period of one year following a change of control, for any reason, during the term of this Agreement. (c) Upon the occurrence of a Change in Control followed by the Executive's termination of employment, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the greater of the payments due for the remaining term of the Agreement or two (2) times the average of the five preceding years' Base Salary, including bonuses and any other taxable compensation paid or attributable to the Executive during such years. At the election of the Executive, which election is to be made on an annual basis during the month of January, and which election is irrevocable for the year in which made and upon the occurrence of an Event of Termination, such payment may be made in a lump sum or paid in equal monthly installments during the twenty-four (24) months following the Executive's termination. In the event that no election is made, payment to the Executive will be made on a monthly basis during the remaining term of the Agreement. (d) Upon the occurrence of a Change in Control followed by the Executive's termination of employment, the Bank, in its sole discretion, shall either (i) contribute the same amount as the Bank contributed prior to such termination of employment towards the purchase for Executive of, or (ii) cause to be continued for Executive under the Bank's existing employee benefit plans, life, medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination (provided nothing herein shall be deemed to require the Bank to contribute more towards such coverage than it contributed prior to such termination of employment). Such coverage and payments shall cease upon the expiration of twenty-four (24) months. (e) Upon the occurrence of a Change in Control, Executive will be entitled to any benefits granted to him pursuant to any Stock Option Plan of the Bank or Company. (f) Upon the occurrence of a Change in Control the Executive will be entitled to any benefits awarded to him under the Bank's Recognition and Retention Plan arising from a Change in Control. (g) Notwithstanding the preceding paragraphs of this Section 5, in the event that: (i) the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of the Code or any successor thereto, and (ii) if such Termination Benefits were reduced to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to the total amount of payments permissible under Section 280G of the Code or any successor thereto. then the Termination Benefits to be paid to Executive shall be so reduced so as to be a Non-Triggering Amount. (h) Notwithstanding the foregoing, there will be no reduction in the compensation otherwise payable to Executive during any period during which Executive is incapable of performing his duties hereunder by reason of temporary disability; provided, however, that any amounts actually paid to Executive pursuant to any disability insurance or other such similar program which the Bank has provided or may provide on behalf of its employees or pursuant to any worker's compensation or social security disability program shall reduce the compensation to be paid to the Executive pursuant to this paragraph. (i) Notwithstanding the foregoing, if after the application of subparagraph (g) above, it is determined that the Executive received an excess parachute payment despite the reduction in the Executive's Termination Benefits, the excess of such Termination Benefits paid to the Executive over 2.99 times the Executive's "base amount", as defined in Section 280G of the Code, shall be treated as a loan to the Executive and the Executive shall be required to repay such amount to the Bank or the Company, or the successor of the Bank or the Company, within ten years of the date of such determination, with interest at the prime rate, as set forth from time to time in The Wall Street Journal. (j) The Executive shall not be entitled to any payments pursuant to this Section 5 if the Bank is not in compliance with its minimum capital requirements or if such payments would cause the Bank's capital to be reduced below its minimum capital requirements, such payments shall be deferred until such times as the Bank is in capital compliance, provided, however, that the severance compensation paid by the Bank shall in no event exceed the amount permitted by OTS RB27a.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in For the event purposes of Change in Control. A this Agreement, a "Change in Control" shall be deemed to have occurred if on or after the date hereof: 1This date will be December 31st of the year following the year in which the agreement is executed. (i) any Person (as defined below) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person) Voting Securities (as defined below) of the Company or and, immediately thereafter, is the Bank shall mean a change in control "beneficial owner" (within the meaning of a nature that: (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-KRule 13d-3, as in effect on the date hereof, pursuant to promulgated under Section 13 or 15(d13(d) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of Voting Securities of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder representing fifty percent (collectively, the "BHCA"50%) as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 25% or more of the combined voting power Voting Power (as defined below) of the Company's outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan or trust; orsecurities; (ii) individuals within any 12-month period, the persons who constitute were directors of the Board on Company immediately before the date hereof beginning of such period (the "Incumbent BoardDirectors") shall cease (for any reason other than death) to constitute at least a majority thereofof the Board or the board of directors of any successor to the Company, provided that any person becoming director who was not a director subsequent at the beginning of such period shall be deemed to be an Incumbent Director if such director (A) was elected to the date hereof whose election was approved by a vote Board by, or on the recommendation of or with the approval of, at least three-quarters a majority of the directors comprising the who then qualified as Incumbent Board, Directors either actually or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes prior operation of this clause (iiSection 2(a)(ii), considered as though he were a member of the Incumbent Board; or (iii) the consummation of a plan of reorganization, merger, consolidation, share exchange, division, sale or other disposition of all or substantially all of the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of or a plan of reorganization, merger or consolidation complete liquidation of the Company or similar transaction with one or more corporations as (a result of which "Corporate Event"), except that a Corporate Event shall not trigger a Change in Control under this clause (iii) if the outstanding shares shareholders of the class Company immediately prior to such Corporate Event shall hold, directly or indirectly immediately following such Corporate Event a majority of securities then subject to the plan are exchanged for Voting Power of (x) in the case of a merger or converted into cash consolidation, the surviving or property resulting corporation, (y) in the case of a share exchange, the acquiring corporation or securities not issued by (z) in the Companycase of a division or a sale or other disposition of assets, each surviving, resulting or acquiring corporation.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in In the event of that ChemoCentryx undergoes a Change in ControlControl Event, ChemoCentryx’ Co-Development Option under Section 5.2 shall [***]. A "For the purposes of this Section 5.2.3, a “Change in Control" Control Event” means: (i) a merger or consolidation of ChemoCentryx with any pharmaceutical or biotechnology or other life sciences company in which (A) ChemoCentryx is not the Company surviving corporation and (B) the holders of ChemoCentryx securities immediately prior to the merger or the Bank shall mean a change in control of a nature that: consolidation receive less than [***] percent (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d[***]%) of the Securities Exchange Act of 1934 (combined voting power entitled to vote in the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control election of the Company board of directors of the surviving entity by reason of their ownership of ChemoCentryx securities; or the Bank (ii) an acquisition which results in beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Bank Holding Company Exchange Act, as amendedor comparable successor rule) by any person, and applicable rules and regulations promulgated thereunder (collectively, entity or group within the "BHCA") as in effect at the time meaning of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections Section 13(d) and or 14(d) of the Exchange Act, or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by ChemoCentryx or a subsidiary of ChemoCentryx or other entity controlled by ChemoCentryx) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank ChemoCentryx representing 25% or more at least [***] percent ([***]%) of the combined voting power entitled to vote in the election of Company's outstanding securities the board of directors; provided, however that clauses (i) and who prevails in a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan or trust; or (ii) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were Section 5.2.3 shall not apply to a member merger effected exclusively for the purpose of changing the Incumbent Board; or (iii) a plan domicile of reorganization, merger, consolidation, sale ChemoCentryx. In no event shall “Change of all or substantially all the assets of the Company or the Bank or similar Control” include any transaction in which the Company or Bank its successor(s) issues securities to financial investors solely for capital raising purposes, provided that the principal business of any such financial investors is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders development and/or commercialization of pharmaceutical, biotech or biopharmaceutical products. *** Certain information on this page has been omitted and filed separately with the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction Commission. Confidential treatment has been requested with one or more corporations as a result of which the outstanding shares of the class of securities then subject respect to the plan are exchanged for or converted into cash or property or securities not issued by the Companyomitted portions.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event All arrangements of Change in Control. A "Change in Control" which I have knowledge, including any pledge by any person of securities of the Company or Company, the Bank shall mean operations of which may at a subsequent date result in a change in control of the Company, are described below: 1. Information regarding all material interests of yours or your associates in any actual or proposed transaction during the last three fiscal years to which the Company was or is to be a nature thatparty (and that are identified under “Securities Holdings” above) is provided below. No such transaction need be described if: (a) would be required to be reported the amount involved (including all periodic installments in response to Item 1.01 the case of any lease or other agreement provided for periodic payments or installments and including the value of all transactions In a series of similar transactions) does not exceed $60,000; (b) the rates or charges involved in the transaction are fixed by law or governmental authority or determined by competitive bids; (c) the services involved are as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or other similar service; (d) your interest arises solely from my ownership of securities of the current report Company and you received no extra or special benefit not shared on Form 8-K, a pro rata basis by all other holders of securities in the same class; (e) your interest in the corporation that is a party to the transaction is solely as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")a director; or (xf) xxxxxxx xx x Xxxnge in Control your interest arose solely as an officer and/or director of the Company (e.g., your compensation arrangement with the Company). Description: Described below is any interest, affiliation or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to connection you have occurred at such time as: (i) with any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is law firm or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 25% or more of the combined voting power of Company's outstanding securities and who prevails in a transaction under (iv), except for any securities purchased accounting firm that has been retained by the Bank's employee stock ownership plan Company during the last three fiscal years or trust; or (ii) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason is proposed to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election be retained by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale of : Described below are all or substantially all the assets of contracts with the Company or the Bank or similar transaction in which the Company has a beneficial interest, or Bank to which the Company has succeeded by assumption or assignment, to which you or any of your associates is not a party, which are to be performed in whole or in part at or after the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders date of the Company, by someone other than the current management proposed filing of the CompanyRegistration Statement, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or which were made not more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company.than two years prior thereto:

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event (a) For purposes of this Agreement, a “Change in Control. A "Change in Control" ” of the Bank or Company or the Bank shall mean one of the following events: (i) there occurs a change in control of the Bank, as defined or determined either by the Bank’s primary federal regulator or under regulations promulgated by such regulator; (ii) as a nature that: result of, or in connection with, a merger or other business combination, sale of assets or contested election, the persons who were directors of the Bank before such transaction or event cease to constitute a majority of the Board of Directors of the Bank or its successor; (aiii) would be the Bank transfers all or substantially all of its assets to another corporation or entity which is not an affiliate of the Bank; (iv) the Bank is merged or consolidated with another corporation or entity and, as a result of such merger or consolidation, less than 60% of the equity interest in the surviving or resulting corporation is owned by the former shareholders or depositors of the Bank; (v) the Company merges into or consolidates with another corporation, or merges another corporation into the Company and, as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation; (vi) the Company files, or is required to be reported in response to Item 1.01 of the current file, a report on Form 8-KSchedule 13D, as in effect on the date hereof, pursuant to Section 13 or 15(danother form or schedule required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934 (1934, disclosing that the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge filing person or persons acting in Control of concert has or have become the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(dbeneficial owner(s) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 25% or more of a class of the combined Company’s voting power of Company's outstanding securities and who prevails in a transaction under (iv)securities, except for beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly owns 50% or more of its outstanding voting securities; (vii) during any securities purchased by the Bank's employee stock ownership plan or trust; or (ii) period of two consecutive years, individuals who constitute the Company’s Board on of Directors at the date hereof (beginning of the "Incumbent Board") two-year period cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least threetwo-quarters thirds (⅔) of the directors comprising who were directors at the Incumbent Boardbeginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or (viii) the Company sells to a third party all or substantially all of its assets. (b) If any of the events described in paragraph (a) of this Section 5, constituting a Change in Control, have occurred or the Board of Directors determines that a Change in Control has occurred, Executive shall be entitled to the benefits provided for in paragraphs (c), (d), and (e) of this Section 5 upon his termination of employment at any time during the term of this Agreement on or after the date the Change in Control occurs due to (i) Executive’s dismissal, or whose nomination (ii) Executive’s resignation upon the occurrence of any event of Good Reason (as defined in Section 4(a) of this Agreement), unless Executive’s termination is for election Just Cause as defined in Section 7 of this Agreement; provided, however, that such benefits shall be reduced by any payment made under Section 4 of this Agreement. (c) Upon the occurrence of a Change in Control followed by Executive’s termination of employment, as provided for in paragraph (b) of this Section 5, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the greater of the payments and benefits due for the remaining term of the Agreement, pursuant to the provisions of Section 4 of this Agreement, or three (3) times the sum of the following items: (i) the average of any taxable income provided by the Company's stockholders was approved Bank or the Company to Executive, excluding: A) income attributable to Executive’s exercise of a non-statutory stock option; B) income related to Executive’s disqualifying disposition of an incentive stock option to acquire Company common stock; or C) income related to the distribution of benefits under any tax-qualified or non-tax-qualified retirement or deferred compensation plan or arrangement sponsored by the same Nominating Committee serving Company or the Bank during each of the five (5) most recently completed calendar years of employment (or, if lesser, Executive’s actual completed years of employment) preceding the Change in Control; (ii) the sum of the average of the value of the deferrals, allocations or contributions made by Executive or on behalf of Executive by the Bank, during each of the five (5) most recently completed calendar years of employment or, if lesser, Executive’s actual completed years of employment) preceding the Change in Control, under an Incumbent Board, shall be, for the Bank’s employee stock ownership and 401(k) savings plans (or any other tax-qualified defined contribution retirement plan sponsored by the Bank) and any supplemental executive retirement plan (or any similar provision of any similar plan) in which Executive participates as of the Change in Control. For purposes of this clause (ii), considered the value of allocations made to Executive under the employee stock ownership plan or the supplemental executive retirement plan shall be valued by reference to the fair market value of Company common stock as though he were a member of the Incumbent Board; ordate of allocation. The Bank shall make the payment to Executive in a single lump sum no later than ten (10) business days following his termination of employment. (iiid) Upon the occurrence of a plan Change in Control and Executive’s termination of reorganizationemployment as provided for in paragraph (b) of this Section 5, merger, consolidation, sale of all or substantially all to the assets of extent that the Company or the Bank continues to offer any life, medical, health, disability or similar transaction dental insurance plan or arrangement in which Executive or his dependents participated immediately prior to the Change in Control, Executive and his covered dependents shall continue participating in such Welfare Plans, subject to the same premium contributions on the part of Executive as were required immediately prior to the Change in Control, until the earlier of (i) Executive’s death; (ii) his employment by another employer other than one of which he is the majority owner; or (iii) the expiration of thirty-six (36) months. If the Company or the Bank does not offer the Welfare Plans at any time after the Change in Control, the Company shall provide Executive with a payment equal to the premiums for such benefits for the period which runs until the earlier of (i) his death; (ii) his employment by another employer other than one of which he is not the surviving institution occursmajority owner; oror (iii) the expiration of 36 months. (ive) a proxy statement soliciting proxies from stockholders The use or provision of any membership, license, automobile use or other perquisites shall be continued during the remaining term of the CompanyAgreement on the same financial terms and obligations as were in place immediately prior to the Change in Control. To the extent that any item referred to in this paragraph will, by someone other than at the current management end of the Companyterm of this Agreement, seeking stockholder approval of a plan of reorganizationno longer be available to Executive, merger or consolidation of Executive will have the option to purchase all rights then held by the Company or similar transaction with one or more corporations as the Bank to such item for a result of which price equal to the outstanding shares then fair market value of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Companyitem.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of (a) No benefit shall be paid under this Section 5 unless there shall have occurred a Change in ControlControl of the Bank. A For purposes of this Agreement, a "Change in Control" of the Company or the Bank shall mean be deemed to occur if and when: (i) there occurs an acquisition in one of more transactions of at least 15 percent but less than 25 percent of the Common Stock by any Person, or by two or more Persons acting as a group (excluding officers and directors of the Bank), and the adoption by the Board of Directors of a resolution declaring that a change in control of a nature that: (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 25% or more of the combined voting power of Company's outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan or trusthas occurred; or (ii) individuals who constitute there occurs a merger, consolidation, reorganization, recapitalization or similar transaction involving the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters securities of the directors comprising Bank upon the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes consummation of this clause (ii), considered as though he were a member which more than 50 percent in voting power of the Incumbent Boardvoting securities of the surviving corporation(s) is held by Persons other than former shareholders of the Bank; or (iii) a plan of reorganization, merger, consolidation, sale of all 25 percent or substantially all the assets more of the Company directors elected by shareholders of the Bank to the Board of Directors are persons who were not listed as nominees in the Bank's then most recent proxy statement. (b) If any of the events described in Section 5(a) hereof constituting a Change in Control have occurred or the Board of the Bank has determined that a Change in Control has occurred, Executive shall be entitled to the benefits provided in paragraphs (c), (d) and (e) of this Section 5, in lieu of any benefits under Section 4(b) or (c), upon his subsequent involuntary termination of employment at any time during the term of this Agreement (other than for Cause, Disability, death or Retirement) or voluntary termination following a Change of Control following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than 50 miles from its location immediately prior to the Change in Control. (c) Upon the occurrence of a Change in Control followed by the termination of Executive's employment in the manner set forth in Section 5(b), the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to 2.99 times the Executive's "base amount," within the meaning of 280G(b)(3) of the Internal Revenue Code of 1986 ("Code"), as amended. Such payment shall be made in thirty-six equal monthly installments beginning on the first day of the month following the month in which the Executive is terminated and thereafter payable on the first day of each month thereafter until paid in full. (d) Upon the occurrence of a Change in Control followed by the termination of Executive's employment in the manner set forth in Section 5(b), the Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance for a period of three years from such Date of Termination; provided, however, that Executive shall no longer be entitled to receive such benefits if Executive competes with the Bank or similar transaction the surviving financial institution in the manner prohibited by Section 11 during such three-year period. In addition, Executive shall be entitled to receive the value of employer contributions that would have been made on the Executive's behalf over the remaining term of the agreement to any tax-qualified retirement plan sponsored by the Bank as of the Date of Termination. (e) Upon the occurrence of a Change in Control, the Executive shall be entitled to receive benefits due to him under, or contributed by the Bank on his behalf, pursuant to any retirement, incentive, profit sharing, bonus, performance, disability or other employee benefit plan maintained by the Bank on the Executive's behalf to the extent that such benefits are not otherwise paid to the Executive upon a Change in Control. (f) Notwithstanding the preceding paragraphs of this Section 5, in the event that the aggregate payments or benefits to be made or afforded to the Executive under this Section would be deemed to include an "excess parachute payment" under 280G of the Code, such payments or benefits shall be payable or provided to Executive in equal monthly installments over the minimum period necessary to reduce the present value of such payments or benefits to an amount which is one dollar ($1.00) less than three (3) times the Executive's "base amount" under 280G(b)(3) of the Code. (g) Upon the occurrence of a Change in Control followed by the termination of Executive's employment for any reason other than Cause, the Executive agrees that he will not compete with the Bank or the surviving financial institution for the longer of (i) the period of time during which he is receiving benefits pursuant to Section 4(b) or (c); or (ii) the period of time during which Executive is accepting benefits pursuant to Section 5(d) hereof, in each case in any city or town in which the Company Bank operates a branch or Bank is not main office. For purposes of this paragraph, the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of term "compete" shall have the Companysame meaning as more fully defined in Section 11, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the CompanyNon-Competition.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event For purposes of this Agreement, a Change in Control. A "Change in Control" of the Company or the Bank shall mean a change in control of a nature that: (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company Bank shall have occurred (1) on the fifth day preceding the scheduled expiration date of a tender offer by, or exchange offer by any corporation, person, other entity or group (other than the Bank within the meaning or any of its wholly owned subsidiaries), to acquire Voting Stock of the Bank Holding Company Actif (a) after giving effect to such offer such corporation, as amendedperson, and applicable rules and regulations promulgated thereunder other entity or group would own twenty-five percent (collectively, the "BHCA"25%) as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 25% or more of the combined voting power Voting Stock of Company's outstanding securities the Bank, (b) there shall have been filed documents with the Securities and who prevails Exchange Commission ("SEC") in connection therewith (or, if no such filing is required, public evidence that the offer has already commenced), and (i) such corporation, person, other entity or group has secured all required regulatory approvals to own or control twenty-five percent (25%) or more of the Voting Stock of the Bank, (ii) if the shareholders of the Bank approve a definitive agreement to merge or consolidate the Bank with or into another corporation in a transaction under (iv), except for in which neither the Bank nor any securities purchased by of its wholly owned subsidiaries will be the Bank's employee stock ownership plan or trust; or (ii) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Boardsurviving corporation, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale to sell or otherwise dispose of all or substantially all the assets of the Company Bank's assets to any corporation, person, other entity or group (other than the Bank or similar transaction in which any of its wholly owned subsidiaries), and such definitive agreement is consummated; (iii) if any corporation, person, other entity or group (other than the Company Bank of any of its wholly owned subsidiaries) becomes the Beneficial Owner of stock representing twenty-five percent (25%) or Bank is not more of the surviving institution occurs; or Voting Stock of the Bank, or (iv) if during any period of two (2) consecutive years Continuing Directors cease to comprise a proxy statement soliciting proxies from stockholders majority of the Company, by someone other than the current management Bank's Board of Directors. The term "Continuing Director" means (1) any member of the Company, seeking stockholder approval Board of a plan of reorganization, merger or consolidation Directors of the Company or similar transaction with one or more corporations as Bank who was a result of which the outstanding shares member of the class Board of securities then subject to Directors of the plan are exchanged for or converted into cash or property or securities not issued by Bank at the Company.beginning of any

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of A "Change in Control" shall mean a change in control of the Bank or the Company, as set forth herein. A For purposes of this Agreement, a "Change in Control" of the Bank or Company or the Bank shall mean a change in control an event of a nature that: that (ai) would be required to be reported in response to Item 1.01 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or , or (xii) xxxxxxx xx x Xxxnge results in a Change in Control of the Company Bank or the Bank Company within the meaning of the Bank Holding Company Home Owners' Loan Act, as amended, amended and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or or (ciii) without limitation such a Change in Control shall be deemed to have occurred at such time as: as (iA) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the a "beneficial owner" (as defined in Rule 13d-3 under of the Exchange Act), ) directly or indirectly, of securities of the Bank Company representing 25% or more of the combined voting power of Company's outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan or trust; or (iiB) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof; (C) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or Company or similar transaction in which the Bank or the Company is not the surviving institution occurs; (D) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the then current Board of Directors of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the common stock of the Company are exchanged for or converted into cash or property or securities not issued by the Company; or (E) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. For these purposes, "Incumbent Board" means, in the case of the Company or the Bank, the Board of Directors of the Company or the Bank, respectively, on the date hereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's members or stockholders was approved by the same Nominating Committee nominating committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), be considered as though he were a member of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of (a) No benefit shall be paid under this Section 5 unless there shall have occurred a Change in ControlControl of the Company or the Bank. A For purposes of this Agreement, a "Change in Control" of the Company or the Bank shall mean a change in control of a nature that: be deemed to occur if and when (a) would be required to be reported in response to Item 1.01 an offeror other than the Company purchases shares of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control common stock of the Company or the Bank within the meaning pursuant to a tender or exchange offer for 25% or more of the Bank Holding Company Actsuch shares, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (ib) any "person" person (as the such term is used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange ActAct of 1934) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company or the Bank representing 25% or more of the combined voting power of the Company's outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by or the Bank's employee stock ownership plan or trust; or then outstanding securities, (iic) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters membership of the board of directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four (24) month period (whether commencing before or similar transaction in which after the Company or Bank is date of adoption of this Agreement) do not the surviving institution occurs; or (iv) constitute a proxy statement soliciting proxies from stockholders majority of the CompanyBoard at the end of such period, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation (d) shareholders of the Company or similar transaction with one the Bank approve a merger, consolidation, sale or more corporations as a result disposition of which the outstanding shares all or substantially all of the class Company's or the Bank's assets, or a plan of securities then subject partial or complete liquidation. (b) If any of the events described in Section 5(a) hereof constituting a Change in Control have occurred or the Board of the Bank or the Company has reasonably determined that a Change in Control has occurred, Executive shall be entitled to the plan are exchanged benefits provided in paragraphs (c), (d) and (e) of this Section 5 upon his subsequent involuntary termination following the effective date of a Change in Control (or voluntary termination following the effective date of a Change in Control following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefits (other than a reduction affecting the Bank's personnel generally), or relocation of his principal place of employment by more than thirty-five (35) miles from its location immediately prior to the Change in Control), unless such termination is because of his death, retirement as provided in Section 7, termination for Cause, or converted into cash termination for Disability. (c) Upon the occurrence of a Change in Control followed by Executive's termination of employment, the Bank shall pay Executive, or property in the event of his subsequent death, his beneficiary or securities not issued beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to 2.99 times Executive's "base amount," within the meaning of ss.280G(b)(3) of the Internal Revenue Code of 1986 ("Code"), as amended. Such payment shall be made in a lump sum paid within ten (10) days of Executive's Date of Termination. (d) Upon the occurrence of a Change in Control followed by Executive's termination of employment, the Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the CompanyBank for Executive prior to his severance. In addition, Executive shall be entitled to receive the value of employer contributions that would have been made on Executive's behalf over the remaining term of the agreement to any tax-qualified retirement plan sponsored by the Bank as of the Date of Termination. Such coverage and payments shall cease upon the expiration of thirty-six (36) months. (e) Upon the occurrence of a Change in Control, Executive shall be entitled to receive benefits due him under, or contributed by the Company or the Bank on his behalf, pursuant to any retirement, incentive, profit sharing, bonus, performance, disability or other employee benefit plan maintained by the Bank or the Company on Executive's behalf to the extent that such benefits are not otherwise paid to Executive upon a Change in Control. (f) Notwithstanding the preceding paragraphs of this Section 5, in the event that the aggregate payments or benefits to be made or afforded to Executive under this Section, together with any other payments or benefits received or to be received by Executive in connection with a Change in Control, would be deemed to include an "excess parachute payment" under ss.280G of the Code, then, at the election of Executive, (i) such payments or benefits shall be payable or provided to Executive over the minimum period necessary to reduce the present value of such payments or benefits to an amount which is one dollar ($1.00) less than three (3) times Executive's "base amount" under ss.280G(b)(3) of the Code or (ii) the payments or benefits to be provided under this Section 5 shall be reduced to the extent necessary to avoid treatment as an excess parachute payment with the allocation of the reduction among such payments and benefits to be determined by Executive.

Change in Control. This (i) If the Employment Agreement provides and/or Participant’s employment thereunder is terminated by the Corporation other than for certain payments Cause, as a result of Participant’s death or Disability or by Participant for Good Reason either (i) within the six (6) month period prior to a Change in Control if it is reasonably demonstrated by Participant that such termination was requested by the third party that effectuates the Change in Control (and benefits to Executive only such transaction is actually consummated), or (ii) within the twelve (12) month period following such Change in Control, then the event portion of the RSUs not vested as of the date of termination shall vest immediately in full upon (a) the date of Change in Control, in the case of clause (i) and (b) the date of termination, in the case of clause (ii). A "In addition, if the Administrator provides for the assumption, substitution, exchange or other continuation or settlement of the RSUs in connection with a transaction described in Section 7.2 of the Plan, and the terms and conditions of such assumption, substitution, exchange or other continuation or settlement of the RSUs fail to preserve the economic value of the RSUs and all material rights of Executive hereunder as in effect immediately prior to such transaction, then, notwithstanding anything in Section 7.2 of the Plan to the contrary, the RSUs shall immediately vest and be settled. (ii) For purposes of this Agreement, “Change in Control" ” means (A) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the Company or the Bank shall mean a change in control of a nature that: (a) would be required to be reported in response to Item 1.01 assets of the current report Corporation on Form 8-Ka consolidated basis to any individual, as in effect on the date hereofpartnership, pursuant to corporation, limited liability company, unincorporated organization, trust or joint venture or a governmental agency or political subdivision thereof (each, a “Person”) or group of related persons for purposes of Section 13 or 15(d13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"a “Group”), together with any affiliates thereof other than to TPG Capital, L.P., Apollo Global Management LLC and/or their respective affiliates (each, a “Majority Stockholder”); or (xB) xxxxxxx xx x Xxxnge in Control the approval by the holders of the Company outstanding voting securities of the Corporation or any plan or proposal for the Bank liquidation or dissolution of the Corporation; (C) any Person or Group (other than a Majority Stockholder) shall become the beneficial owner (within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank Common Stock representing 25more than 50% or more of the combined voting power of Company's outstanding securities and who prevails the Corporation entitled to vote generally in the election of directors; (D) the replacement of a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan or trust; or (ii) individuals who constitute majority of the Board on over a two-year period of the date hereof (directors who constituted the "Incumbent Board") cease for any reason to constitute Board at least a majority thereofthe beginning of such period, provided that any person becoming a director subsequent to the date hereof whose election was and such replacement shall not have been approved by a vote of at least three-quarters a majority of the directors comprising Board then still in office who either were members of such Board at the Incumbent Board, beginning of such period or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent Boardsuch Board was previously so approved or who were nominated by, or designees of a Majority Stockholder; or or (iiiE) consummation of a plan of reorganization, merger, consolidation, sale of all consolidation or substantially all other transaction involving the assets Corporation following which a Majority Stockholder does not hold capital stock or other securities of the Company or the Bank or similar transaction in which the Company or Bank is not surviving corporation (I) with voting power to elect a majority of the surviving institution occurs; or entity’s board of directors and (ivII) a proxy statement soliciting proxies from stockholders representing at least 50% of the Company, by someone other than the current management equity securities of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Companysurviving entity.

Change in Control. This Should there occur a Change in Control (as defined below), then the following provisions shall become applicable: (A) During the period (if any) following a Change in Control that Executive shall continue to provide the Services, then the terms and provisions of this Agreement provides for certain payments shall continue in full force and benefits effect, and Executive shall continue to Executive only vest in all of his unvested stock options; or (B) In the event of (x) a termination of the employment by the Company other than for Cause or (y) a termination of employment by Executive for any reason within twelve (12) months following such Change in Control. A "Control the benefits listed in Section 4 shall become due and payable: For purposes of this Section 5, a Change in Control" of the Company or the Bank Control shall mean a change in control of a nature thatbe deemed to occur upon: (aI) would be required to be reported in response to Item 1.01 the sale, lease, conveyance or other disposition of all or substantially all of the current report on Form 8-KCompany's assets as an entirety or substantially as an entirety to any person, entity or group of persons acting in concert other than in the ordinary course of business; (II) any transaction or series of related transactions (as a result of a tender offer, merger, consolidation or otherwise) that results in effect on the date hereof, pursuant to any Person (as defined in Section 13 or 15(d13(h)(8)(E) of under the Securities Exchange Act of 1934 (1934) becoming the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" owner (as defined in Rule 13d-3 under the Securities Exchange ActAct of 1934), directly or indirectly, of securities more than 50% of the Bank representing 25% or more of the combined aggregate voting power of all classes of common equity of the Company's outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by if such Person is (A) a subsidiary of the Bank's Company, (B) an employee stock ownership plan for employees of the Company or trust(C) a company formed to hold the Company's common equity securities and whose shareholders constituted, at the time such company became such holding company, substantially all the shareholders of the Company; or (iiIII) a change in the composition of the Company's Board of Directors over a period of thirty-six (36) consecutive months or less such that a majority of the then current Board members ceases to be comprised of individuals who constitute either (a) have been Board members continuously since the beginning of such period, or (b) have been elected or nominated for election as Board on the date hereof (the "Incumbent Board") cease for any reason to constitute members during such period by at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising Board members described in clause (a) who were still in office at the Incumbent Board, time such election or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving Board. In the event that the severance and other benefits provided to Executive constitute "parachute payments" within the meanings of Section 28OG of the Internal Revenue Code of 1986, as amended (the "Code"), either alone or in conjunction with other payments, Executive has the right to receive either directly or indirectly from the Company (the "Total Payments"), that would constitute an excess parachute payment under Section 28OG of the Code. Company agrees to pay Executive an Incumbent Boardamount (the "Gross-up Payment"), such that after payment by Executive of all taxes, including interest and penalties imposed with respect to such taxes, including any excise tax imposed by Section 4999 of the Code, (the "Excise Tax") Executive retains an amount of the Gross-up Payment equal to the Excise Tax imposed upon the Total Payments. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 shall bebe made in writing by independent public accountants agreed to by the Company and Executive (the "Accountants"), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this clause (ii)Section 5, considered as though he were a member the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 28OG and 4999 of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Code. The Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject and Executive shall fumish to the plan are exchanged for or converted into cash or property or securities not issued Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5. The Company shall bear all costs the Accountants may reasonably incur in connection contemplated by the Companythis Section 5.

Change in Control. This Agreement provides for certain payments Notwithstanding the foregoing provisions of this Agreement, but subject to the other terms and benefits to Executive only conditions set forth herein, in the event that a Change in Control of the Company occurs prior to a Vesting Date, and the Participant incurs a Qualifying Termination of Employment during the Protected Period, all unvested Restricted Stock Units then outstanding (and not previously forfeited) shall immediately vest, and the Participant shall be entitled to receive a payment of the Shares of Common Stock corresponding to such Vesting Date. Such payment shall be made promptly following the date of the Change in Control. A "For the purposes of this Agreement, a “Change in Control" ” shall be deemed to have occurred upon any of the Company or the Bank shall mean a change in control of a nature thatfollowing events: (ai) would be required to be reported in response to Item 1.01 of the current report on Form 8-Ka public announcement (which, as in effect on the date for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13 or 15(d13(d) of the Securities Exchange Act of 1934 1934, as amended (the "“Exchange Act"”); or (x) xxxxxxx xx x Xxxnge in Control of the Company that any individual, corporation, partnership, association, trust or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or other entity becomes the "beneficial owner" owner (as defined in Rule 13d-3 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Bank Company representing 2530% or more of the combined voting power of Company's outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan or trust; orCompany then outstanding; (ii) the individuals who constitute who, as of the date of this Agreement, are members of the Board on of Directors of the date hereof Company (the "“Incumbent Board"”) cease for any reason to constitute at least a majority thereofof the Board (provided, provided however, that if the election or nomination for election by the Company’s shareholders of any person becoming a new director subsequent to the date hereof whose election was approved by a vote of at least three-quarters a majority of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, such new director shall be, for purposes of this clause (ii), be considered as though he were to be a member of the Incumbent Board; or); (iii) a plan the approval of reorganizationthe shareholders of the Company, mergerand consummation, of (A) any consolidation, sale merger or statutory share exchange of all the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the voting power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company Company; or (C) the Bank adoption of any plan or similar transaction in which proposal for the Company complete or Bank is not partial liquidation or dissolution of the surviving institution occursCompany; or (iv) a proxy statement soliciting proxies from stockholders determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company. For purposes of this Section 3(b), by someone other than “voting power” when used with reference to the current management Company shall mean the voting power of the Company, seeking stockholder approval all classes and series of a plan of reorganization, merger or consolidation capital stock of the Company now or similar transaction with one or more corporations hereafter authorized. Notwithstanding the foregoing, if any payment due under this Section 3(b) is deferred compensation subject to Section 409A of the Code, and if the Change in Control is not a “change in control event” that serves as a result of which the outstanding shares permissible payment event under Treasury Regulation § 1.409A-3(i)(5) or such other regulation or guidance issued under Section 409A of the class Code, then the Shares of securities then Common Stock shall vest upon the Change in Control as provided above but payment under this Section 3(b) shall be delayed until the earlier of (i) the applicable Vesting Date corresponding to the Shares or (ii) the Participant’s separation from service (subject to the plan are exchanged for or converted into cash or property or securities not issued by the Companyany additional required delay under Section 9(a)).

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of A “Change in Control. A "Change in Control" ” of the Company or shall be deemed to have occurred if any of the Bank events set forth in any one of the following subparagraphs shall mean a change in control of a nature thatoccur: (ai) would be required to be reported in response to Item 1.01 The acquisition by any individual, entity or group (within the meaning of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 13(d)(3) or 15(d14(d)(2) of the Securities Exchange Act of 1934 1934, as amended (the "“Exchange Act"”); or ) (xa “Person”) xxxxxxx xx x Xxxnge in Control of the Company or the Bank beneficial ownership (within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations Rule 13d-3 promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(d) of under the Exchange Act) is or becomes of more than 50% of either (i) the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, then-outstanding shares of securities common stock of the Bank representing 25% Company (the “Outstanding Company Common Stock”) or more of (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company's outstanding securities and who prevails in , (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (4) any acquisition by any corporation pursuant to a transaction under which complies with clauses (iv), except for any securities purchased by the Bank's employee stock ownership plan or trust; or1) and (2) of subsection (iii) of this definition; (ii) individuals who who, as of the date hereof, constitute the Board on the date hereof (the "“Incumbent Board"”) cease for any reason to constitute at least a majority thereofof the Board; provided, provided however, that any person individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least three-quarters a majority of the directors then comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, Board shall be, for purposes of this clause (ii), be considered as though he such individual were a member of the Incumbent Board; or; (iii) consummation of a plan of reorganization, merger, consolidation, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the Bank individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or similar indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction in which owns the Company or Bank is not all or substantially all of the surviving institution occursCompany’s assets either directly or through one or more subsidiaries) and in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (2) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (iv) approval by the shareholders of the Company of a proxy statement soliciting proxies from stockholders complete liquidation or dissolution of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control. A "Change in Control" of the Company or the Bank shall mean a change in control of the Company or any entity controlling the Company (referred to collectively in this Section 8 as the Company) of a nature that: (a) that would be required to be reported in response to Item 1.01 1 of the current report a Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Actprovided that, as amendedwithout limitation, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: as (ia) any "person" (as the such term is used in Sections 13(d) and 14(d) of the Exchange Act) ), other than a person who or which is a shareholder of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank Company representing twenty-five percent (25% %) or more of the combined voting power of the Company's outstanding securities and who prevails in a transaction under ordinarily having the right to vote at elections of directors; or (iv), except for any securities purchased by the Bank's employee stock ownership plan or trust; or (iib) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election or nomination for election by the Company's shareholders was approved by a vote of at least three-three quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (iib), considered as though he were a member of the Incumbent Board; or or (iiic) a plan sale by the Company of reorganizationall or substantially all of its assets occurs. Notwithstanding anything in the foregoing to the contrary, no Change in Control shall be deemed to have occurred for purposes of this Agreement by virtue of any transactions which result in the acquisition by the Executive, or by a group of persons which includes the Executive, directly or indirectly, of a majority of either the outstanding shares of common stock of the Company or the voting securities of any corporation which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of all such assets or substantially all otherwise. Notwithstanding anything contained in this Agreement to the assets of contrary, if, while the Company or the Bank or similar transaction in which the Company or Bank Executive is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of employed by the Company, by someone other than a Change in Control shall occur, with or without the current management prior approval of the CompanyBoard, seeking stockholder approval of a plan of reorganizationand Executive's employment hereunder shall be terminated, merger or consolidation then the Company shall be obligated to pay the Executive an amount equal to the balance of the Company or similar transaction with one or more corporations Executive's base salary which would have been earned for the remainder of the Term. In the event that this Agreement is terminated as a result of which the outstanding shares of the class of securities a Change in Control, then subject all options granted to the plan are exchanged for or converted into cash or property or securities not issued Executive pursuant to Section 6 hereof, shall, notwithstanding any provisions contained in the respective Option Agreements, immediately vest and become exercisable by the CompanyExecutive.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control. A "Change in Control" of the Company Bank or the Bank Company shall mean a change in control of a nature that: : (ai) would be required to be reported in response to Item 1.01 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 0000 (the xxx "Exchange ActXxxxxxxx Xxx"); or or (xii) xxxxxxx xx x Xxxnge results in a Change in Control of the Company Bank or the Bank Company within the meaning of the Bank Holding Company Home Owners' Loan Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCAHOLA") as in effect at the time of the Change in Control; or or (ciii) without limitation such a Change in Control shall be deemed to have occurred at such time as: as (ia) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank Company representing 25% or more of the combined voting power of the Company's outstanding securities and who prevails in a transaction under (iv)securities, except for any securities purchased by the Bank's employee stock ownership plan or trust; or or (iib) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (iib), considered as though he were a member of the Incumbent Board; or or (iiic) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company Bank or the Bank Company or similar transaction in which the Bank or Company or Bank is not the surviving institution occursoccurs or is effected; or or (ivd) a proxy statement soliciting proxies from stockholders of the CompanyCompany is distributed, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations business organizations as a result of which the outstanding shares of the class of securities then subject to the plan are to be exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of (a) No benefit shall be payable under this Section 5 unless there shall have been a Change in Control, as set forth below. A "For purposes of this Agreement, a “Change in Control" of the Company or the Bank ” shall mean a change in control of the Bank or the Bank’s mid-tier holding company (the “Company”) or mutual holding company (the “MHC”), of a nature that: : (ai) would be required to be reported in response to Item 1.01 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "“Exchange Act"”); or or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (cii) without limitation such a Change in Control shall be deemed to have occurred at such time as: as (ia) any "“person" ” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "“beneficial owner" ” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank or the Company representing 25% or more of the combined voting power of Bank’s or the Company's ’s outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by the Bank's ’s employee stock ownership plan or trust; or or (iib) individuals who constitute the Board on the date hereof (the "“Incumbent Board"”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising members of the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, entire Board of Directors then in office shall bebe considered, for purposes of this clause (iib), considered as though he were a member of the Incumbent Board; or or (iiic) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company Bank or the Bank Company or similar transaction in which the Bank or Company or Bank is not the surviving institution occurs; or or (ivd) a proxy statement soliciting proxies from stockholders of the Bank or the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Bank or the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Bank or the Company, and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Bank or the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. Notwithstanding anything in this sub-section to the contrary, a Change in Control shall not be deemed to have occurred upon the issuance of common stock by the Company in a minority stock offering, or upon conversion of the Company’s mutual holding company parent to stock form, or in connection with any reorganization used to effect such a conversion.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event (a) For purposes of Change in Control. A this Agreement, a "Change in Control" of the Company Institution or the Bank Holding Company shall mean a change in control an event of a nature that: : (ai) would be required to be reported in response to Item 1.01 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 0000 (the xxx "Exchange ActXxxxxxxx Xxx"); or or (xii) xxxxxxx xx x Xxxnge results in a Change in Control of the Company Institution or the Bank Holding Company within the meaning of the Change in Bank Holding Company ActControl Act and the Rules and Regulations promulgated by the Federal Deposit Insurance Corporation ("FDIC") at 12 C.F.R. Section 303.4(a), as amendedwith respect to the Institution, and applicable rules the Rules and regulations Regulations promulgated thereunder by the Office of Thrift Supervision (collectively, the "BHCAOTS") (or its predecessor agency), with respect to the Holding Company, as in effect at on the time date of the Change in Controlthis Agreement; or or (ciii) without limitation such a Change in Control shall be deemed to have occurred at such time as: as (iA) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of the Bank Institution or the Holding Company representing 2520% or more of the combined voting power of Institution's or the Holding Company's outstanding voting securities and who prevails in a transaction under (iv), or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Bank's employee stock ownership plan Holding Company or trust; or its Subsidiaries, or (iiB) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by the same a Nominating Committee serving under an solely composed of members which are Incumbent BoardBoard members, shall be, for purposes of this clause (iiB), considered as though he were a member of the Incumbent Board; or , or (iiiC) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company Institution or the Bank Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company or Bank is not the surviving institution occurs; or resulting entity, or (ivD) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or similar transaction Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the such plan or transaction are exchanged for or converted into cash or property or securities not issued by the CompanyInstitution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding. (b) If any of the events described in Section 5(a) of this Agreement constituting a Change in Control have occurred or the Board has determined that a Change in Control has occurred, Executive shall be entitled to the benefits provided in paragraphs (c), (d), (e), (f) and (g) of this Section 5 upon his termination of employment on or after the date the Change in Control occurs at any time during the term of this Agreement due to (1) Executive's dismissal; (2) Executive's voluntary resignation for any reason on or within the sixty (60) day period immediately following the date a Change in Control has occurred; or (3) Executive's resignation following any demotion, loss of title, office or significant authority or responsibility, reduction in annual compensation or benefits or relocation of his principal place of employment by more than 50 miles from its location immediately prior to the Change in Control, unless such termination is because of his death, or Termination for Cause; provided, however, that such payments shall be reduced by any payment made under Section 4 of this Agreement. (c) Upon the occurrence of a Change in Control followed by Executive's termination of employment, as provided in Section 5(b) of this Agreement, the Institution shall pay (1) the payments due for the remaining term of the Agreement or (2) three (3) times Executive's average annual compensation for the five (5) preceding taxable years. In determining Executive's average annual compensation, annual compensation shall include Base Salary and any other taxable income, including but not limited to amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, director or committee fees and fringe benefits paid or to be paid to Executive or paid for Executive's benefit during any such year. At the election of Executive, which election is to be made prior to or within thirty (30) days of the Date of Termination on or following a Change in Control, such payment may be made in a lump sum (without discount for early payment) on or immediately following the Date of Termination (which may be the date a Change in Control occurs) or paid in equal monthly installments during the thirty-six (36) months following Executive's termination. In the event that no election is made, payment to Executive will be made on a monthly basis during the thirty-six (36) months following Executive's termination. (d) Upon the occurrence of a Change in Control, Executive will be entitled to receive benefits due him under or contributed by the Institution or the Holding Company on his behalf pursuant to any retirement, incentive, profit sharing, bonus, performance, disability or other employee benefit plan maintained by the Institution or the Holding Company on Executive's behalf to the extent such benefits are not otherwise paid to Executive under a separate provision of this Agreement. (e) Upon the occurrence of a Change in Control and Executive's termination of employment in connection therewith, the Institution will cause to be continued life, health, dental and disability coverage substantially identical to the coverage maintained by the Institution or Holding Company for Executive and any of his dependents covered under such plans prior to the Change in Control. Such coverage and payments shall cease upon the expiration of thirty- six (36) full calendar months following the Date of Termination. In the event Executive's participation in any such plan or program is barred, the Institution shall arrange to provide Executive and his dependents with benefits substantially similar as those of which Executive and his dependents would otherwise have been entitled to receive under such plans and programs from which their continued participation is barred or provide their economic equivalent. (f) The use or provision of any membership, license, automobile use, or other perquisites shall be continued during the remaining term of the Agreement on the same financial terms and obligations as were in place immediately prior to the Change in Control. To the extent that any item referred to in this paragraph will at the end of the term of this Agreement, no longer be available to Executive, Executive will have the option to purchase all rights then held by the Institution or the Holding Company to such item for a price equal to the then fair market value of the item. (g) In the event that Executive is receiving monthly payments pursuant to Section 5(c) of this Agreement, on an annual basis, thereafter, between the dates of January 1 and January 31 of each year, Executive shall elect whether the balance of the amount payable under the Agreement at that time shall be paid in a lump sum or on a pro rata basis pursuant to such section. Such election shall be irrevocable for the year for which such election is made. (h) Notwithstanding the preceding paragraphs of this Section 5, for any taxable year in which Executive shall be liable, as determined for the payment of an excise tax under Section 4999 of the Code (or any successor provision thereto), with respect to any payment in the nature of the compensation made by the Institution or the Holding Company (or for the benefit of) Executive pursuant to this Agreement or otherwise, the Institution shall pay to Executive an amount determined under the following formula: An amount equal to: (E x P) + X WHERE: X = E x P --------------------------- 1 - [(FI x (1 - SLI)) + SLI + E + (M + PO)] E = the rate at which the excise tax is assessed under Section 4999 of the Code; P = the amount with respect to which such excise tax is assessed, determined without regard to this Section 5; FI = the highest marginal rate of federal income, employment, and other taxes (other than taxes imposed under Section 4999 of the Code) applicable to Executive for the taxable year in question (including any effective increase in Executive's tax rate attributable to the disallowance of any deduction); SLI = the sum of the highest marginal rates of income and payroll tax applicable to Executive under applicable state and local laws for the taxable year in question (including any effective increase in Executive's tax rate attributable to the disallowance of any deduction); M = highest marginal rate of Medicare tax; and PO = adjustment for phase out of or loss of deduction, personal exemption or other similar items. With respect to any payment in the nature of compensation that is made to (or for the benefit of) Executive under the terms of this Section 5 or otherwise and on which an excise tax under Section 4999 of the Code may or will be assessed, the payment determined under this Section 5 shall be made to Executive on the earliest of (i) the date the Institution is required to withhold such tax, (ii) the date the tax is required to be paid by Executive, or (iii) at the time of the Change in Control. It is the intention of the parties that the Institution provide Executive with a full tax gross-up under the provisions of this Section, so that on a net after-tax basis, the result to Executive shall be the same as if the excise tax under Section 4999 (or any successor provisions) of the Code had not been imposed. The tax gross-up may be adjusted if alternative minimum tax rules are applicable to Executive. (i) Notwithstanding the foregoing, if it is (i) initially determined by the Institution's tax advisors that no excise tax under Section 4999 of the Code is due with respect to any payment or benefit described in the first paragraph of Section 5(c) of this Agreement and thereafter it is determined in a final judicial determination or a final administrative settlement that the Section 4999 excise tax is due with respect to such payments or benefits, or (ii) subsequently be determined in a final judicial determination or a final administrative settlement to which Executive is a party that the excess parachute payment as defined in Section 4999 of the Code, reduced as described above, is more than the amount determined as "P," above (such greater amount being hereafter referred to as the "Determinative Excess Parachute Payment"), then the Institution's independent accountants shall determine the amount (the "Adjustment Amount"), the Institution must pay to Executive, in order to put Executive (or the Institution, as the case may be) in the same position as Executive (or the Institution, as the case may be) would have been if the amount determined as "P" above had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the independent accountants shall take into account any and all taxes (including any penalties and interest) paid by or for Executive or refunded to Executive or for Executive's benefit. As soon as practicable after the Adjustment Amount has been so determined, the Institution shall pay the Adjustment Amount to Executive. (j) The Institution (or its successors) shall indemnify and hold Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorney's fees, reasonable accountant's fees, interest, fines and penalties of any kind) which Executive incurs as a result of any administrative or judicial review of Executive's liability under Section 4999 of the Code by the Internal Revenue Service or any comparable state agency through and including a final judicial determination or final administrative settlement of any dispute arising out of Executive's liability for the Section 4999 excise tax or otherwise relating to the classification for purposes of Section 280G of the Code of any payment or benefit in the nature of compensation made or provided to Executive by the Institution or any successor thereto. Executive shall promptly notify the Institution in writing whenever Executive receives notice of the commencement of any judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Agreement is being reviewed or is in dispute (including a notice of audit or other inquiry concerning the reporting of Executive's liability under Section 4999). The Institution (and its successors) may assume control at its expense over all legal and accounting matters pertaining to such federal or state tax treatment (except to the extent necessary or appropriate for Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this contract) and Executive shall cooperate fully with the Institution in any such proceeding. Executive shall not enter into any compromise or settlement or otherwise prejudice any rights the Institution (or its successors) may have in connection therewith without prior consent to the Institution (or its successors). In the event that the Institution (or any successor thereto) elects not to assume control over such matters, the Institution (or any successor thereto) shall promptly reimburse Executive for all expenses related thereto as and when incurred upon presentation of appropriate documentation relating thereto.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event (a) For purposes of Change in Control. A this Agreement, a "Change in Control" of the Bank or Company or the Bank shall mean one of the following events: (i) there occurs a change in control of the Bank, as defined or determined either by the Bank's primary federal regulator or under regulations promulgated by such regulator; (ii) as a nature that: result of, or in connection with, a merger or other business combination, sale of assets or contested election, the persons who were directors of the Bank before such transaction or event cease to constitute a majority of the Board of Directors of the Bank or its successor; (aiii) would be the Bank transfers all or substantially all of its assets to another corporation or entity which is not an affiliate of the Bank; (iv) the Bank is merged or consolidated with another corporation or entity and, as a result of such merger or consolidation, less than 60% of the equity interest in the surviving or resulting corporation is owned by the former shareholders or depositors of the Bank; (v) the Company merges into or consolidates with another corporation, or merges another corporation into the Company and, as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation; (vi) the Company files, or is required to be reported in response to Item 1.01 of the current file, a report on Form 8-KSchedule 13D, as in effect on the date hereof, pursuant to Section 13 or 15(danother form or schedule required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934 (1934, disclosing that the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge filing person or persons acting in Control of concert has or have become the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(dbeneficial owner(s) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 25% or more of a class of the combined voting power of Company's outstanding securities and who prevails in a transaction under (iv)voting securities, except for beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly owns 50% or more of its outstanding voting securities; (vii) during any securities purchased by the Bank's employee stock ownership plan or trust; or (ii) period of two consecutive years, individuals who constitute the Company's Board on of Directors at the date hereof (beginning of the "Incumbent Board") two-year period cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least threetwo-quarters thirds (?) of the directors comprising who were directors at the Incumbent Boardbeginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or (viii) the Company sells to a third party all or substantially all of its assets. (b) If any of the events described in paragraph (a) of this Section 5, constituting a Change in Control, have occurred or the Board of Directors determines that a Change in Control has occurred, Executive shall be entitled to the benefits provided for in paragraphs (c), (d), and (e) of this Section 5 upon his termination of employment at any time during the term of this Agreement on or after the date the Change in Control occurs due to (i) Executive's dismissal; (ii) Executive's resignation following any demotion, loss of title, office or significant authority or relocation of his principal place of employment by more than twenty-five (25) miles from its location immediately prior to the Change in Control or (iii) Executive's resignation for any reason within ninety (90) days of the effective date of a Change in Control, unless Executive's termination is for Just Cause as defined in Section 7 of this Agreement; provided, however, that such benefits shall be reduced by any payment made under Section 4 of this Agreement. (c) Upon the occurrence of a Change in Control followed by Executive's termination of employment, as provided for in paragraph (b) of this Section 5, the Company shall pay Executive, or whose nomination in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the greater of the payments and benefits due for election the remaining term of the Agreement, pursuant to the provisions of Section 4 of this agreement, or three (3) times the sum of the following items: (i) the average of the Executive's Base Salary (as defined in Section 3(a) of the Agreement), at the highest rate in effect during each of the five (5) most recently completed calendar years preceding the Change in Control; (ii) the average of the cash incentive compensation or bonus paid to Executive, or accrued on Executive's behalf, with respect to each of the five (5) most recently completed calendar years preceding the Change in Control; (iii) the average of the income realized by Executive during each of the five (5) most recently completed calendar years preceding the Change in Control as a result of the vesting of any restricted shares of Company common stock held by or on behalf of Executive; (iv) the sum of the average of the value of the deferrals, allocations or contributions made by Executive or on behalf of Executive by the CompanyBank, during each of the five (5) most recently completed calendar years preceding the Change in Control, under the Bank's stockholders was approved employee stock ownership and 401(k) savings plans (or any other tax-qualified defined contribution retirement plan sponsored by the same Nominating Committee serving under an Incumbent Board, shall be, for Bank) and any supplemental executive retirement plan (or any similar provision of any similar plan) in which Executive participates as of the Change in Control. For purposes of this clause (iiiv), considered the value of allocations made to Executive under the employee stock ownership plan or the supplemental executive retirement plan shall be valued by reference to the fair market value of Company common stock as though he were a member of the Incumbent Boarddate of allocation; orand (iiiv) the average of any other taxable income included by the Bank or the Company on Executive's Form W-2 or reflected on a Form 1099 provided by the Bank or the Company to Executive, excluding: A) income attributable to Executive's exercise of a non-statutory stock option; B) income related to Executive's disqualifying disposition of an incentive stock option to acquire Company common stock; C) income related to the distribution of benefits under any tax-qualified or non-tax-qualified retirement or deferred compensation plan of reorganization, merger, consolidation, sale of all or substantially all the assets of arrangement sponsored by the Company or the Bank (including the Cxxxxxx Savings Bank, S.L.A. Amended and Restated Directors' Retirement Plan); or similar transaction D) income attributable to payments made in lieu of any benefits payable under a plan covered by the preceding clause C) of this paragraph, during each of the five (5) most recently completed calendar years preceding the Change in Control. At the election of Executive, which election is to be made within thirty (30) days in advance of the Date of Termination on or following a Change in Control, such payment may be made in a lump sum (without discount for early payment) on or immediately following the Date of Termination (which may be the date a Change in Control occurs) or paid in equal monthly installments during the thirty-six (36) months following Executive's termination. In the event that no election is made, payment to Executive will be made on a monthly basis during the thirty-six (36) months following Executive's termination. (d) Upon the occurrence of a Change in Control and Executive's termination of employment in connection therewith, to the extent that the Company or the Bank is not continues to offer any life, medical, health, disability or dental insurance plan or arrangement in which Executive or his dependents participated immediately prior to the surviving institution occursChange in Control (each being a "Welfare Plan"), Executive and his covered dependents shall continue participating in such Welfare Plans, subject to the same premium contributions on the part of Executive as were required immediately prior to the Change in Control, until the earlier of (i) Executive's death; or (ivii) a proxy statement soliciting proxies from stockholders of the Company, his employment by someone another employer other than one of which he is the current management majority owner; or (iii) the expiration of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of thirty-six (36) months. If the Company or similar transaction the Bank does not offer the Welfare Plans at any time after the Change in Control, the Company shall provide Executive with a payment equal to the premiums for such benefits for the period which runs until the earlier of (i) his death; (ii) his employment by another employer other than one or more corporations as a result of which he is the outstanding shares majority owner; or (iii) the expiration of thirty-six (36) months. (e) The use or provision of any membership, license, automobile use, or other perquisites shall be continued during the remaining term of the class of securities then subject Agreement on the same financial terms and obligations as were in place immediately prior to the plan are exchanged for or converted into cash or property or securities not issued Change in Control. To the extent that any item referred to in this paragraph, at the end of the term of this Agreement, will no longer be available to Executive, Executive will have the option to purchase all rights then held by the CompanyCompany or the Bank to such item for a price equal to the then fair market value of the item. (f) In the event that Executive is receiving monthly payments pursuant to Section 5(c) hereof, on an annual basis, thereafter, between the dates of January 1 and January 31 of each year, Executive shall elect whether the balance of the amount payable under the Agreement at that time shall be paid in a lump sum or on a pro rata basis pursuant to such section. Such election shall be irrevocable for the year for which such election is made by Executive.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control. A "Change in Control" of the Company or shall have occurred if at any time during the Bank shall mean a change in control term of a nature that: (a) would be required to be reported in response to Item 1.01 this Agreement any of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control following events shall be deemed to have occurred at such time asoccur: (i) The Company is merged, consolidated or reorganized into or with another corporation or other legal person and as a result of such merger, consolidation or reorganization less than 50.1% of the combined voting power to elect Directors of the then outstanding securities of the remaining corporation or legal person or its ultimate parent immediately after such transaction is available to be received by all stockholders on a pro rata basis and is actually received in respect of or exchange for voting securities of the Company pursuant to such transaction; (ii) The Company sells all or substantially all of its assets to any other corporation or other legal person not controlled by or under common control with the Company; (iii) Any person or group (including any "person" as such term is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act has become the beneficial owner (as the term "beneficial owner" is used in Sections 13(d) and 14(d) of defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of which when added to any securities already owned by such person would represent in the Bank representing 25aggregate 50% or more of the combined voting power of Company's then outstanding securities and who prevails in a transaction under of the Company which are entitled to vote to elect Directors; (iv)) If at any time, except for any securities purchased by the Bank's employee stock ownership plan or trust; or (ii) individuals who constitute Continuing Directors then serving on the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided ; (v) Any occurrence that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or any person becoming a director subsequent to successor rule or regulation promulgated under the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent BoardExchange Act; or (iiivi) Such other events that cause a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction change in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders control of the Company, as determined by someone other than the current management of the CompanyBoard in its sole discretion; provided, seeking stockholder approval of however, that a plan of reorganization, merger or consolidation Change in Control of the Company or similar shall not be deemed to have occurred as the result of any transaction with having one or more corporations as a result of which the outstanding shares of the class foregoing effects if such transaction is proposed by, and includes a significant equity participation of, executive officers of securities then subject the Company as constituted immediately prior to the occurrence of such transaction or any Company employee stock ownership plan are exchanged for or converted into cash or property or securities not issued by the Companypension plan.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event For purposes of this Agreement, a “Change in Control. A "Change in Control" of the Company or the Bank shall mean a change in control of a nature that: (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control ” shall be deemed to have occurred at such time asif: i. an acquisition of beneficial ownership (iwithin the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or any "person" future replacement thereof) by any individual, group (as within the term is used in Sections 13(dmeaning of Section 13(d)(3) and 14(dor 14(d)(2) of the Exchange Act) is , or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Actany future replacement thereof), directly or indirectlyentity (each, a “Person”) of securities of the Bank representing 25% fifty percent (50%) or more of the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the following: (A) any acquisition directly from the Company's outstanding securities and who prevails in , other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company; (B) any acquisition by the Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or (4) any acquisition pursuant to a transaction under which complies with clauses (ivA), except for any securities purchased by the Bank's employee stock ownership plan or trust(B) and (C) of this Section 6.f.i; or (ii) . a change in the composition of the Board such that the individuals who constitute the Incumbent Board on the date hereof (the "Incumbent Board"such as defined herein) cease for any reason to constitute at least a majority thereofof the Board. As used in this Section 6.f, provided that the “Incumbent Board” means those individuals serving as members of the Board as of the Effective Date; provided, however, any person becoming subsequent individual serving on the Board who was (A) elected to serve as a director subsequent member of the Board by the Company’s stockholders or (B) appointed to fill a vacancy on the date hereof whose Board shall be considered as though such individual were a member of the Incumbent Board only if such individual was nominated for election was approved or appointed to serve on the Board by a vote of at least three-quarters a majority of the directors comprising the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or whose nomination for threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act or any future replacement thereof) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, Board shall be, for purposes of this clause (ii), not be so considered as though he were a member of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control. A "Change in Control" of the Company or the Bank shall mean a change in control of a nature that: (a) would be required Permitted Holders shall cease to be reported in response to Item 1.01 beneficially own and control shares of capital stock of Company representing at least 30% of the current report on Form 8-Kcombined voting power of all Securities of Company entitled to vote in the election of directors, as in effect on the date hereof, pursuant to Section 13 or 15(d) other than Securities having such power only by reason of the Securities Exchange Act happening of 1934 a contingency, or (the "Exchange Act"); or b) any Person or any two or more Persons acting in concert (xin any such case, excluding Permitted Holders) xxxxxxx xx x Xxxnge in Control of the Company or the Bank shall have acquired beneficial ownership (within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time Rule 13d-3 of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) Securities and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 Commission under the Exchange Act), directly or indirectly, of securities Securities of the Bank Company (or other Securities convertible into such Securities) representing 2520% or more of the combined voting power of Company's outstanding securities and who prevails all Securities of Company entitled to vote in the election of directors, other than Securities having such power only by reason of the happening of a transaction under contingency or (iv), except for any securities purchased by c) the Bank's employee stock ownership plan Board of Directors of Company shall not consist of a majority Continuing Directors or trust; or (ii) individuals who constitute a "Change of Control" shall occur under any of the Board Pass Through Trust Documents, any of the Senior Note Documents or any other Material Agreement (as in effect on the date hereof of such occurrence); provided that, following consummation of the Holding Company Reorganization (x) the "Incumbent Board"references in clause (i) cease for any reason above to constitute at least a majority thereof, provided that any person becoming a director subsequent Company shall be deemed to be reference to the date hereof whose election was approved by a vote Holding Company and (y) it shall also be an Event of Default if at least three-quarters any time Holding Company ceases to own directly or indirectly 100% of the directors comprising the Incumbent Boardoutstanding Securities of Company; provided further, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving that an Event of Default under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations above arising as a result of which the outstanding Holding Company Reorganization shall not constitute an "Event of Default"; provided further, that in the event that Permitted Holders cease to own 30% of the combined voting power of all Securities of Company (or the Holding Company, as the case may be) because of the issuance of Securities of Company (or the Holding Company, as the case may be) (as opposed to the Permitted Holders selling Securities) then the failure to maintain the 30% ownership level shall not constitute an Event of Default unless the Permitted Holders shall cease to own shares of capital stock constituting 25% of the class combined voting power of securities then subject to all Securities of Company (or the plan are exchanged for or converted into cash or property or securities not issued by Holding Company, as the Company.case may be); or

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event (a) For purposes of this Agreement, a “Change in Control. A "Change in Control" ” of the Bank or Company or the Bank shall mean one of the following events: (i) there occurs a change in control of the Bank, as defined or determined either by the Bank’s primary federal regulator or under regulations promulgated by such regulator; (ii) as a nature that: result of, or in connection with, a merger or other business combination, sale of assets or contested election, the persons who were directors of the Bank before such transaction or event cease to constitute a majority of the Board of Directors of the Bank or its successor; (aiii) would be the Bank transfers all or substantially all of its assets to another corporation or entity which is not an affiliate of the Bank; (iv) the Bank is merged or consolidated with another corporation or entity and, as a result of such merger or consolidation, less than 60% of the equity interest in the surviving or resulting corporation is owned by the former shareholders or depositors of the Bank; (v) the Company merges into or consolidates with another corporation, or merges another corporation into the Company and, as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation; (vi) the Company files, or is required to be reported in response to Item 1.01 of the current file, a report on Form 8-KSchedule 13D, as in effect on the date hereof, pursuant to Section 13 or 15(danother form or schedule required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934 (1934, disclosing that the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge filing person or persons acting in Control of concert has or have become the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(dbeneficial owner(s) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 25% or more of a class of the combined Company’s voting power of Company's outstanding securities and who prevails in a transaction under (iv)securities, except for beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly owns 50% or more of its outstanding voting securities; (vii) during any securities purchased by the Bank's employee stock ownership plan or trust; or (ii) period of two consecutive years, individuals who constitute the Company’s Board on of Directors at the date hereof (beginning of the "Incumbent Board") two-year period cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least threetwo-quarters thirds ( 2⁄3) of the directors comprising who were directors at the Incumbent Boardbeginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or (viii) the Company sells to a third party all or substantially all of its assets. (b) If any of the events described in paragraph (a) of this Section 5, constituting a Change in Control, have occurred or the Board of Directors determines that a Change in Control has occurred, Executive shall be entitled to the benefits provided for in paragraphs (c), (d), and (e) of this Section 5 upon his termination of employment at any time during the term of this Agreement on or after the date the Change in Control occurs due to (i) Executive’s dismissal, or whose nomination (ii) Executive’s resignation upon the occurrence any event of Good Reason (as defined in Section 4(a) of this Agreement), unless Executive’s termination is for election Just Cause as defined in Section 7 of this Agreement; provided, however, that such benefits shall be reduced by any payment made under Section 4 of this Agreement. (c) Upon the occurrence of a Change in Control followed by Executive’s termination of employment, as provided for in paragraph (b) of this Section 5, the Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the greater of the payments and benefits due for the remaining term of the Agreement, pursuant to the provisions of Section 4 of this agreement, or three (3) times the sum of the following items: (i) the average of the Executive’s Base Salary (as defined in Section 3(a) of the Agreement), at the highest rate in effect during each of the five (5) most recently completed calendar years of employment preceding the Change in Control; (ii) the average of the cash incentive compensation or bonus paid to Executive, or accrued on Executive’s behalf, with respect to each of the five (5) most recently completed calendar years of employment preceding the Change in Control; (iii) the average of the income realized by Executive during each of the five (5) most recently completed calendar years of employment preceding the Change in Control as a result of the vesting of any restricted shares of Company common stock held by or on behalf of Executive; (iv) the sum of the average of the value of the deferrals, allocations or contributions made by Executive or on behalf of Executive by the Company's stockholders was approved Bank, during each of the five (5) most recently completed calendar years of employment preceding the Change in Control, under the Bank’s employee stock ownership and 401(k) savings plans (or any other tax-qualified defined contribution retirement plan sponsored by the same Nominating Committee serving under an Incumbent Board, shall be, for Bank) and any supplemental executive retirement plan (or any similar provision of any similar plan) in which Executive participates as of the Change in Control. For purposes of this clause (iiiv), considered the value of allocations made to Executive under the employee stock ownership plan or the supplemental executive retirement plan shall be valued by reference to the fair market value of Company common stock as though he were a member of the Incumbent Boarddate of allocation; orand (iiiv) the average of any other taxable income provided by the Bank or the Company to Executive, excluding: A) income attributable to Executive’s exercise of a non-statutory stock option; B) income related to Executive’s disqualifying disposition of an incentive stock option to acquire Company common stock; C) income related to the distribution of benefits under any tax-qualified or non-tax-qualified retirement or deferred compensation plan or arrangement sponsored by the Company or the Bank; or D) income attributable to payments made in lieu of any benefits payable under a plan covered by the preceding clause C) of reorganizationthis paragraph, mergerduring each of the five (5) most recently completed calendar years of employment preceding the Change in Control. The Company shall make the payment to Executive in a single lump sum no later than ten (10) business days following his termination of employment. (d) Upon the occurrence of a Change in Control and Executive’s termination of employment as provided for in paragraph (b) of this Section 5, consolidation, sale of all or substantially all to the assets of extent that the Company or the Bank continues to offer any life, medical, health, disability or similar transaction dental insurance plan or arrangement in which Executive or his dependents participated immediately prior to the Change in Control, Executive and his covered dependents shall continue participating in such Welfare Plans, subject to the same premium contributions on the part of Executive as were required immediately prior to the Change in Control, until the earlier of (i) Executive’s death; (ii) his employment by another employer other than one of which he is the majority owner; or (iii) the expiration of thirty-six (36) months. If the Company or the Bank does not offer the Welfare Plans at any time after the Change in Control, the Company shall provide Executive with a payment equal to the premiums for such benefits for the period which runs until the earlier of (i) his death; (ii) his employment by another employer other than one of which he is not the surviving institution occursmajority owner; oror (iii) the expiration of thirty-six (36) months. (ive) a proxy statement soliciting proxies from stockholders The use or provision of any membership, license or other perquisites shall be continued during the remaining term of the CompanyAgreement on the same financial terms and obligations as were in place immediately prior to the Change in Control. To the extent that any item referred to in this paragraph, by someone other than at the current management end of the Companyterm of this Agreement, seeking stockholder approval of a plan of reorganizationwill no longer be available to Executive, merger or consolidation of Executive will have the option to purchase all rights then held by the Company or similar transaction with one or more corporations as the Bank to such item for a result of which price equal to the outstanding shares then fair market value of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Companyitem.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control. A "Change in Control" of the Company or the Bank shall mean a change in control of a nature that: (a) would No benefit shall be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to payable under this Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge 2 unless there shall have been a Change in Control of the Company or as set forth below and unless the Bank within Executive executed a general release of all claims against the meaning Company in a form reasonably acceptable to the Company. For purposes of the Bank Holding Company Actthis Agreement, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the a “Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(d) ” of the Exchange Act) Company shall mean any of the following, but only to the extent that such change of control transaction is a change in the ownership or becomes effective control of Company or a change in the "beneficial owner" (ownership of a substantial portion of the assets of the Company as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 25% or more of the combined voting power of Company's outstanding securities and who prevails in a transaction under Section 409A: (iv), except for any securities purchased by the Bank's employee stock ownership plan or trust; or (iiA) individuals who constitute the Board of Directors of the Company on the date hereof (the "“Incumbent Board"”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters a majority of the directors comprising the Incumbent Board, Board (or whose nomination for election directors elected by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Boardprocess set forth in this clause (A)), shall be, for purposes of this clause (iiA), considered as though he were a member of the Incumbent Board; or or (iiiB) a sale of all or substantially all of the assets of the Company, (C) a plan of reorganization, merger, consolidation, sale of all merger or substantially all consolidation or similar transaction occurs in which the assets stockholders of the Company or the Bank or similar prior to such transaction in which do not continue to hold, as a result of shares of capital stock of the Company or Bank is not held by them prior to such transaction, a majority of the voting power of the capital stock of the surviving institution occurscorporation or entity; or (ivD) a proxy statement shall be distributed soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations entities as a result of which the outstanding shares of the class of securities then subject to the such a plan or transaction are subsequently exchanged for or converted into cash or property or securities not issued by the Company shall be distributed; or (E) a tender offer is completed for 50% or more of the voting securities of the Company then outstanding. (b) If any of the events described in Section 2(a) hereof constituting a Change in Control have occurred or the Board of Directors has determined that a Change in Control has occurred, Executive shall be entitled to the benefits provided in paragraphs (c) and (d) of this Section 2 upon his subsequent involuntary Separation from Service with the Company or the Executive’s Separation from Service with the Company on account of his resignation for Good Reason or in the event of Executive’s subsequent death, unless any such Separation from Service is because of Termination for Cause. (c) Upon the occurrence of a Change in Control followed by the Executive’s Separation from Service with the Company (other than a Termination for Cause or a resignation without Good Reason), or in the event of Executive’s subsequent death, the Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, an amount equal to (i) twelve (12) months of the Executive’s base salary in effect at the time of the occurrence of the Change in Control and (ii) a pro-rated portion of Executive’s target bonus for the year in which the Change of Control occurs. Such payment shall be made (A) immediately upon the Executive’s death or (B) in one lump sum on the date that is six (6) months after the date of Executive’s Separation from Service; provided, however, that in the event that, at the time of such Separation from Service, Executive is not a “specified employee” of the Company within the meaning of Section 409A(a)(2)(B)(i) or the Company does not have a class of stock that is publicly traded on an established securities market or otherwise, and a six-month delay in payment of benefits is not otherwise required by Section 409A, then such payment shall be made in twelve (12) equal monthly installments during the twelve (12) months following such Separation from Service. (d) Upon the occurrence of a Change in Control followed by the Executive’s Separation from Service with the Company (other than a Termination for Cause or a resignation without Good Reason), the Company will cause to be continued life, medical, dental and disability coverage (if coverage is available under the Company’s current policy and subject to compliance with Section 409A) substantially identical to the coverage maintained by the Company for Executive prior to his termination for twelve (12) months following termination. (e) Upon the occurrence of a Change in Control, any unvested stock options, restricted stock, stock appreciation rights or other equity incentive awards granted to the Executive shall immediately vest and be immediately exercisable and free from any rights of repurchase, subject to the provisions of Section 2(f) hereof. (f) If any payment or benefit Executive would receive pursuant to this Section 2 (“Payment”) would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code (the “Code”), and, but for this paragraph (f), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date of the event that triggers the Payment): reduction of cash payments; cancellation of accelerated vesting of Incentive Equity; reduction of employee benefits. In the event that acceleration of vesting of Incentive Equity compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s Incentive Equity unless Executive elects in writing a different order for cancellation. The Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder, and shall bear the expenses thereof. Such accounting firm shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within thirty (30) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive). If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event (a) For purposes of Change in Control. A this Agreement, a "Change in Control" of the Bank or Holding Company or the Bank shall mean a change in control an event of a nature that: : (ai) would be required to be reported results in response to Item 1.01 a Change in Control of the current report on Form 8-KBank or the Holding Company within the meaning of the Home Owners' Loan Act of 1933, as amended and the Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in effect on the date hereof, pursuant to Section 13 ; or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (cii) without limitation such a Change in Control shall be deemed to have occurred at such time as: as (iA) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of the Bank or the Holding Company representing 25% or more of the combined voting power of Bank's or the Holding Company's outstanding voting securities and who prevails in a transaction under (iv), or right to acquire such securities except for any voting securities of the Bank purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Bank's employee stock ownership plan Holding Company or trust; or its Subsidiaries, or (iiB) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by the same a Nominating Committee serving under an solely composed of members which are Incumbent BoardBoard members, shall be, for purposes of this clause (iiB), considered as though he were a member of the Incumbent Board; or , or (iiiC) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company Bank or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or similar transaction with one or more corporations as a result of is consummated in which the outstanding shares Bank or Holding Company is not the resulting entity. (b) If a Change in Control has occurred pursuant to Subsection 5(a) of this Agreement or the Board has determined that a Change in Control has occurred, Executive shall be entitled to the benefits provided in paragraphs (c) and (d) of this Section 5 upon his subsequent termination of employment at any time during the twelve (12) month period following the date of the class Change in Control due to: (1) Executive's dismissal or (2) Executive's voluntary resignation following any demotion, loss of securities then subject title, office or significant authority or responsibility, material reduction in annual compensation or benefits or relocation of his principal place of employment by more than 25 miles from its location immediately prior to the plan are exchanged Change in Control, unless such termination is because of his death, disability, retirement or Termination for Cause (as defined in Section 7 of this Agreement). (c) Upon Executive's entitlement to benefits pursuant to Subsection 5(b) of this Agreement, the Bank shall pay Executive, or converted into cash in the event of his subsequent death, his beneficiary or property beneficiaries, or securities his estate, as the case may be, a sum equal to the greater of: (1) the Base Salary and bonuses in accordance with Subsection 3(a) of this Agreement that would have been paid to Executive for the remaining term of this Agreement had the event described in Subsection (b) of this Section 5 not issued occurred and all benefits, including health insurance, in accordance with Subsection 3(b) of this Agreement that would have been provided to Executive for the remaining term of this Agreement had the event described in Subsection (b) of this Section 5 not occurred; or (2) three (3) times Executive's Average Annual Compensation (as defined herein) for the five (5) most recent taxable years that Executive has been employed by the Company.Bank or such lesser number of years in the event that Executive shall have been employed by the Bank for less than five (5) years. Such "Average Annual Compensation" shall include all taxable income paid by the Bank, including but not limited to, Base Salary, commissions, and bonuses, as well as contributions on Executive's behalf to any pension and/or profit sharing plan, retirement payments, directors or committee fees and fringe benefits paid or to be paid to Executive in any such year and payment of any expense items without accountability or business purpose or that do not meet the Internal Revenue Service requirements for deductibility by the Bank; provided, however, that any payment under this provision and Subsection 5(d) below shall not exceed three (3)

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control. A "Change in Control" shall be deemed to have occurred in any one of the Company or the Bank shall mean a change in control of a nature thatfollowing events: (a) would be required to be reported any "person" (as such term is used in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(dSections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such becomes a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), directly or indirectly, of securities of the Bank Company representing 25% fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan or trust; orsecurities; (iib) individuals who constitute persons who, as of [EFFECTIVE DATE], constituted the Company's Board on the date hereof (the "Incumbent Board") cease for any reason reason, including without limitation as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority thereofof the Board, provided that any person becoming a director of the Company subsequent to the date hereof [EFFECTIVE DATE] whose election was approved by a vote of at least three-quarters a majority of the directors then comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall beBoard shall, for purposes of this clause (ii)Agreement, be considered as though he were a member of the Incumbent Board; or; (iiic) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets stockholders of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) approve a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company with any other corporation or other entity, other than (a) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (b) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction with one or transaction) in which no "person" (as hereinabove defined) acquires more corporations as a result of which the outstanding shares than 50% of the class combined voting power of securities the Company's then subject to outstanding securities; or (d) the stockholders of the Company approve a plan are exchanged of complete liquidation of the Company or an agreement for the sale or converted into cash or property or securities not issued disposition by the Company of all or substantially all of the Company's assets.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event All arrangements of Change in Control. A "Change in Control" which I have knowledge, including any pledge by any person of securities of the Company or Company, the Bank shall mean operations of which may at a subsequent date result in a change in control of the Company, are described below: 1. Information regarding all material interests of yours or your associates in any actual or proposed transaction during the last three fiscal years to which the Company was or is to be a nature thatparty and that are identified under “Securities Holdings” above) is provided below. Further, no such transaction need be described if: (a) would be required to be reported the amount involved (including all periodic installments in response to Item 1.01 the case of any lease or other agreement provided for periodic payments or installments and including the value of all transactions In a series of similar transactions) does not exceed $60,000; (b) the rates or charges involved in the transaction are fixed by law or governmental authority or determined by competitive bids; (c) the services involved are as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or other similar service; (d) my interest arises solely from my ownership of securities of the current report Company and I received no extra or special benefit not shared on Form 8-K, a pro rata basis by all other holders of securities in the same class; (e) my interest in the corporation that is a party to the transaction is solely as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")a director; or (xf) xxxxxxx xx x Xxxnge in Control my interest arose solely as an officer and/or director of the Company (e.g., my compensation arrangement with the Company). Description: Described below is any interest, affiliation or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to connection you have occurred at such time as: (i) with any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is law firm or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 25% or more of the combined voting power of Company's outstanding securities and who prevails in a transaction under (iv), except for any securities purchased accounting firm that has been retained by the Bank's employee stock ownership plan Company during the last three fiscal years or trust; or (ii) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason is proposed to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election be retained by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale of : Described below are all or substantially all the assets of contracts with the Company or the Bank or similar transaction in which the Company has a beneficial interest, or Bank to which the Company has succeeded by assumption or assignment, to which you or any of your associates is not a party, which are to be performed in whole or in part at or after the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders date of the Company, by someone other than the current management proposed filing of the CompanyRegistration Statement, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or which were made not more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company.than two years prior thereto:

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event For purposes of this Agreement, a “Change in Control. A "Change in Control" ” means the happening of any of the Company or the Bank shall mean a change in control of a nature thatfollowing: (a) would be required to be reported in response to Item 1.01 The consummation of a transaction, approved by the shareholders of the current report on Form 8-KTrust, to merge the Trust into or consolidate the Trust with another entity, sell or otherwise dispose of all or substantially all of its assets or adopt a plan of liquidation, provided, however, that a Change in Control shall not be deemed to have occurred by reason of a transaction, or a substantially concurrent or otherwise related series of transactions, upon the completion of which 50% or more of the beneficial ownership of the voting power of the Trust, the surviving corporation or corporation directly or indirectly controlling the Trust or the surviving corporation, as the case may be, is held by the same persons (as defined below) (although not necessarily in effect on the date hereofsame proportion) as held the beneficial ownership of the voting power of the Trust immediately prior to the transaction or the substantially concurrent or otherwise related series of transactions, pursuant to Section 13 except that upon the completion thereof, employees or 15(demployee benefit plans of the Trust may be a new holder of such beneficial ownership (b) of The “beneficial ownership” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 1934, as amended (the "“Exchange Act"”); or (x) xxxxxxx xx x Xxxnge in Control of securities representing 50% or more of the Company or the Bank within the meaning combined voting power of the Bank Holding Company ActTrust is acquired, other than from the Trust, by any “person” as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used defined in Sections 13(d) and 14(d) of the Exchange Act) is Act (other than any trustee or becomes the "beneficial owner" (as defined in Rule 13d-3 other fiduciary holding securities under the Exchange Act), directly an employee benefit or indirectly, of securities other similar stock plan of the Bank representing 25% or more Trust). (c) At any time during any period of two consecutive years, individuals who at the beginning of such period were members of the combined voting power Board of Company's outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by Trustees of the Bank's employee stock ownership plan or trust; or (ii) individuals who constitute the Board on the date hereof (the "Incumbent Board") Trust cease for any reason to constitute at least a majority thereofthereof (unless the election, provided that any person becoming a director subsequent to or the date hereof whose nomination for election by the Trust’s shareholders, of each new trustee was approved by a vote of at least threetwo-quarters thirds of the directors comprising trustees still in office at the Incumbent Board, time of such election or whose nomination for election by who were trustees at the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for beginning of such period). For purposes of this clause (ii)Agreement, considered the following terms shall be defined as though he were a member of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company.indicated:

Change in Control. This Agreement provides for certain payments and benefits to Executive only in In the event of Change a change in Control. A "Change in Control" control of the Company or Company, as set forth below, the Bank Executive may at any time and in his complete discretion during a 24-month period following a change in control, elect to terminate his employment with the Company. For purposes of this Agreement, a “change in control” shall mean a change in control ownership of a nature that: (a) the Company that would be required to be reported in response to Item 1.01 1(a) of the current report a Current Report on Form 8-KK pursuant to the Securities and Exchange Act of 1934 (“Exchange Act”), as in effect on the date hereof, pursuant to Section 13 except that any merger, consolidation or 15(d) corporate reorganization in which the owners of the Securities Exchange Act capital stock entitled to vote in the election of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control directors of the Company Employer or the Bank within the meaning Company (“Voting Stock”) prior to said combination, own 75% or more of the Bank Holding Company Actresulting entity’s Voting Stock shall not be considered a change in control for the purposes of this Agreement; provided that, as amendedwithout limitation, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change change in Control control shall be deemed to have occurred at such time as: if (i) any "“person" ” (as the that term is used in Sections 13(d) and 14(d14(d)(2) of the Exchange Act) ), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company is or becomes the "beneficial owner" owners (as defined that is used in Rule 13d-3 under Section 13(d) of the Exchange Act), directly or indirectly, of securities of the Bank representing 2530% or more of the combined voting power Voting Stock of Company's outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan Company or trustits successor; or or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board on of Directors of the date hereof Company (the "“Incumbent Board"”) cease for any reason to constitute at least a majority thereof; provided, provided however, that any person becoming a director subsequent to of the date hereof Company after the beginning of the period whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall beBoard shall, for the purposes of this clause (ii)hereof, be considered as though he were a member of the Incumbent Board; or or (iii) a plan of reorganization, merger, consolidation, there shall occur the sale of all or substantially all of the assets of the Company or Company. Notwithstanding anything in the Bank or similar transaction foregoing to the contrary, no change in which control of the Company shall be deemed to have occurred for purposes of this Agreement by virtue of any transaction which results in the Executive, or Bank is not a group of persons which includes the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders Executive acquiring, directly or indirectly, more than 30 percent of the combined voting power of the Company, by someone other than the current management ’s outstanding securities. If any of the Companyevents constituting a change in control shall have occurred during the term hereof, seeking stockholder approval the Executive shall be entitled to the privilege provided in subparagraph (f) herein to terminate his employment. Any termination by the Executive pursuant to this Section shall be communicated by a written “Notice of Termination.” If, following a plan of reorganizationchange in control, merger or consolidation of the Executive shall for any reason voluntarily terminate his employment during the 24-month period following a change in control, then the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject shall pay base salary up to the plan are exchanged date of termination and a prorated annual incentive award based on the calculated bonus for or converted into cash or property or securities not issued by the Companyyear in which termination occurred, as defined in Section 3(b), in a lump sum on the thirtieth (30th) day following the Date of Termination.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of 5.1. For these purposes, a Change in Control. A "Change in Control" Control of the Company or the Bank shall mean a change in control of a nature that: (ai) would be required to be reported in response to Item 1.01 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "“Exchange Act"”); or (xii) xxxxxxx xx x Xxxnge results in a Change in Control of the Company Bank or the Bank Company within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder by the Federal Reserve Board (collectively, the "“BHCA") ”), or under the Bank in Control Act and the rules and regulations promulgated thereunder by the Federal Reserve Board, as in effect at the time of the Change in Control; or (ciii) without limitation such a Change in Control shall be deemed to have occurred at such time as: as (ia) any "“person" ” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "“beneficial owner" ” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank Company representing 25% or more of the combined voting power of Company's ’s outstanding securities and who prevails in a transaction under (iv)securities, except for any securities purchased by the Bank's ’s employee stock ownership plan or trust; or or (iib) individuals who constitute the Board on the date hereof (the "“Incumbent Board"”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's ’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (iib), considered as though he were a member of the Incumbent Board; or or (iiic) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company Bank or the Bank Company or similar transaction in which the Bank or Company or Bank is not the surviving institution occursoccurs or is implemented; or or (ivd) a proxy statement soliciting proxies from stockholders of the CompanyCompany is distributed, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. 5.2. Notwithstanding the preceding paragraphs of this Section, in the event that the aggregate payments or benefits to be made or afforded to Executive in the event of a Change in Control would be deemed to include an “excess parachute payment” under Section 280G of the Code or any successor thereto, then the cash severance payable under Section 4 shall be reduced by the minimum amount necessary to result in no portion of the payments and benefits payable by the Employer under Section 4 being non-deductible pursuant to Code Section 280G and subject to an excise tax imposed under Code Section 4999.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of A “Change in Control. A "Change in Control" of the Company or the Bank shall mean a change in control of a nature that: (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control ” shall be deemed to have occurred at such time asin any of the following events: (ia) If there has occurred a change in control which the Holding Company would be required to report in response to Item 5.01 of Form 8-K promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or, if such regulation is no longer in effect, any "regulations promulgated by the Securities and Exchange Commission pursuant to the 1934 Act which are intended to serve similar purposes; (b) When any “person" ” (as the such term is used in Sections 13(d) and 14(d14(d)(2) of the Exchange Act1000 Xxx) is or becomes the "a “beneficial owner" ” (as such term is defined in Rule 13d-3 promulgated under the Exchange 1934 Act), directly or indirectly, of securities of the Holding Company or the Bank representing twenty-five percent (25% %) or more of the combined voting power total number of Company's outstanding securities and who prevails in a transaction under (iv), except votes that may be cast for any securities purchased by the election of directors of the Holding Company or the Bank's employee stock ownership plan or trust; or, as the case may be; (iic) During any period of two consecutive years, individuals who at the beginning of such period constitute the Board on of Directors of the date hereof Holding Company, and any new director (other than a director designated by a person who has entered into an agreement with the "Incumbent Board"Holding Company to effect a transaction described in Subsection (b), (d) or (e) of this Section 7.5) whose election by the Board or nomination for election by the Holding Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes Board of this clause (ii), considered as though he were a member Directors of the Incumbent BoardHolding Company; (d) The stockholders of the Holding Company approve a merger, share exchange or consolidation (“merger or consolidation”) of the Holding Company with any other corporation, other than (a) a merger or consolidation which would result in the voting securities of the Holding Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 70% of the combined voting power of the voting securities of the Holding Company or such surviving entity outstanding immediately after such merger or consolidation or (b) a merger or consolidation effected to implement a recapitalization of the Holding Company (or similar transaction) in which no “person” (as hereinabove defined) acquires more than 30% of the combined voting power of the Holding Company’s then outstanding securities; or (iiie) The stockholders of the Holding Company or the Bank approve a plan of reorganization, merger, consolidation, complete liquidation of the Holding Company or the Bank or an agreement for the sale or disposition by the Holding Company or the Bank of all or substantially all the assets of the Company Holding Company’s or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the CompanyBank’s assets.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control. A "Change in Control" of the Company shall be deemed to have occurred upon the consummation or occurrence of any of the Bank shall mean a change in control of a nature thatfollowing: (a) would be required to be reported in response to Item 1.01 any merger or consolidation of the current report on Form 8-KCompany with another corporation or business entity (hereinafter a "Merger"), as in effect on unless immediately after the date hereofconsummation of such Merger, pursuant to Section 13 or 15(d) the Persons who were the holders of the Securities Exchange Act outstanding voting securities of 1934 the Company immediately prior to the Merger own, in substantially the same proportions as they had then held the Company's voting securities, fifty-one percent (51%) or more of the "Exchange Act"outstanding voting securities of (i) the surviving party in such Merger (whether that surviving party is the Company or the another party to such Merger), or (ii) if the surviving party has a Parent, then of that Parent; or (xb) xxxxxxx xx x Xxxnge in Control any Sale of Assets Transaction (as hereinafter defined) by the Company to a Purchasing Party (as hereinafter defined), unless, immediately after consummation of the Sale of Assets Transaction, the Persons who were the holders of the outstanding voting securities of the Company immediately prior to the Sale of Assets Transaction own, in substantially the same proportions as they had then held the Company's voting securities, fifty-one percent (51%) or the Bank within the meaning more of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder outstanding voting securities (collectively, the "BHCA"i) as in effect at the time of the Change Purchasing Party in Controlsuch Sale of Assets Transaction, or (ii) if the Purchasing Party has a Parent, then of such Parent; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" Person or group (as the such term is used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act) is or becomes ")), shall become the "beneficial owner" owner (as defined in within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, ) of securities of the Bank representing 25% twenty percent (20%) or more of the combined voting power outstanding shares of the Company's Common Stock, other than any such Person or group whose beneficial ownership of the outstanding shares of Common Stock of the Company has increased above 20% by reason of such Person or group's purchase of shares of Company Common Stock, or securities and who prevails that are convertible or exercisable into shares of Company Common Stock, in a transaction under (iv), except for any securities purchased firmly underwritten public offering by the Bank's employee stock ownership plan Company of such Common Stock or trustother securities; or (iid) during any period of two consecutive years during the term of this Agreement, individuals who constitute at the beginning of the two year period constituted the entire Board on of Directors of the date hereof (the "Incumbent Board") Company cease for any reason to constitute at least a majority thereofof the members of the Board of Directors, provided that any person becoming a unless the election, or the nomination for election by the Company's shareholders, of each new director subsequent to the date hereof whose election was approved by a vote of at least threetwo-quarters thirds of the directors comprising then still in office who were directors at the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes beginning of this clause (ii), considered as though he were a member of the Incumbent Boardthat two year period; or (iiie) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets shareholders of the Company approve any plan or proposal for the Bank liquidation or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders dissolution of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control. A "Change in Control" shall be deemed to have occurred in any one of the Company or the Bank shall mean a change in control of a nature thatfollowing events: (a) would be required to be reported any "person" (as such term is used in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(dSections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such becomes a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), directly or indirectly, of securities of the Bank Company representing 25% fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan or trust; orsecurities; (iib) individuals who constitute persons who, as of March 4, 1998, constituted the Company's Board on the date hereof (the "Incumbent Board") cease for any reason reason, including without limitation as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority thereofof the Board, provided that any person becoming a director of the Company subsequent to the date hereof March 4, 1998 whose election was approved by a vote of at least three-quarters a majority of the directors then comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall beBoard shall, for purposes of this clause (ii)Agreement, be considered as though he were a member of the Incumbent Board; or; (iiic) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets stockholders of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) approve a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company with any other corporation or other entity, other than (a) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (b) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction with one or transaction) in which no "person" (as hereinabove defined) acquires more corporations as a result of which the outstanding shares than 50% of the class combined voting power of securities the Company's then subject to outstanding securities; or (d) the stockholders of the Company approve a plan are exchanged of complete liquidation of the Company or an agreement for the sale or converted into cash or property or securities not issued disposition by the Company of all or substantially all of the Company's assets.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of (a) If there is a Change in Control. A Control (as defined below), Employee shall be entitled to Accelerated Option Vesting. (b) For purposes of this Agreement, a "Change in Control" of the Company or the Bank shall mean a change in control of a nature that:will occur (ai) would be required upon the sale or other disposition to be reported in response to Item 1.01 a person, entity or group (as defined for purposes of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act1934, as amended) (each, and applicable rules and regulations promulgated thereunder (collectively, the a "BHCAPerson") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 2550% or more of the combined voting power consolidated assets of Company's outstanding securities and who prevails in the Company taken as a transaction under (iv)whole, except for any securities purchased by the Bank's employee stock ownership plan or trust; or (ii) individuals who constitute if any Person becomes the Board on beneficial owner of, or has the date hereof right to acquire (by contract, option, warrant, conversion of convertible securities or otherwise), 50% or more of the outstanding equity securities of the Company entitled to vote for the election of directors; and (iii) upon the merger, consolidation or reorganization with another corporation. Notwithstanding anything herein to the contrary, a "Change in Control" does not occur upon an initial public offering of the Company's equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended, or upon a transaction, merger, consolidation or reorganization in which the Company exchanges or offers to exchange newly issued or treasury shares in an amount less than 50% of the then outstanding equity securities of the Company entitled to vote for the election of directors, for 51% or more of the outstanding equity securities entitled to vote for the election of at least the majority of the directors of a corporation (the "Incumbent BoardAcquired Corporation") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board), or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale of all or substantially all of the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; orAcquired Corporation. (ivc) a proxy statement soliciting proxies from stockholders If all or any portion of the Companyamount payable to Employee under this Agreement, by someone either alone or together with other than amounts that Employee is entitled to receive in connection with a Change in Control constitutes "excess parachute payments," within the current management meaning of Section 280G of the CompanyInternal Revenue Code of 1986, seeking stockholder approval of a plan of reorganizationas amended (the "Code"), merger or consolidation successor provision, that are subject to the excise tax imposed by Section 4999 of the Company Code (or any similar transaction with one tax or more corporations assessment), the amounts payable to Employee under this Agreement will be increased to the extent necessary to place Employee in the same after-tax position as Employee would have been in had no such excise tax or assessment (including any interest or penalties thereon) been imposed on any such payment paid or payable to Employee under this Agreement or any other payment that Employee may receive as a result of which the outstanding shares such Change in Control. The determination of the class amount of securities then subject any such tax or assessment and the resulting amount of incremental payment required by this Paragraph 9(c) will be made by the independent accounting firm employed by the Company immediately prior to the plan are exchanged for or converted into cash or property or securities not issued by applicable Change in Control, within thirty (30) calendar days after the Companypayment of the amount payable to Employee under this Agreement which triggered an incremental payment under this Paragraph 9(c), and such incremental payment will be made within five (5) business days after the determination has been made.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in For purposes of the event of Agreement, a Change in Control. A "Change in Control" Control shall be deemed to have taken place if any of the Company or the Bank following shall mean a change in control of a nature thatoccur: (a) would be required to be reported in response to Item 1.01 The acquisition by any individual, entity or group (within the meaning of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 13(d)(3) or 15(d14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"); or ), of beneficial ownership (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of Rule 13d-3 promulgated under the Bank Holding Exchange Act) of 20% or more of either the then (i) outstanding shares of Common Stock of the Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCAOutstanding Company Common Stock") as in effect at the time or (ii) combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Voting Securities") provided, however, that the following acquisitions shall not constitute a Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: : (i) any "person" acquisition by the Company or any of its subsidiaries, (as ii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the term is used in Sections 13(dCompany or any of its subsidiaries, (iii) any acquisition by any company with respect to which, following such acquisition, more than 60% of, respectively, the then outstanding shares of common stock of such company and 14(d) the combined voting power of the Exchange Act) then outstanding voting securities of such company entitled to vote generally in the election of directors is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act)then beneficially owned, directly or indirectly, of securities by all or substantially all of the Bank representing 25% individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Voting Securities immediately prior to such acquisition in substantially the same proportions as their ownership, immediately prior to such acquisition, of the Outstanding Company Common Stock and Outstanding Voting Securities, as the case may be, or (iv) any acquisition by one or more Hess Entity (for this purpose a "Hess Entity" means (A) Mr. John Xxxx xx any of his children, parents or siblings, (B) any spouse of any person described in Section (A) above, (C) any trust with respect to which any of the persons described in (A) has substantial voting authority (D) any affiliate (as such term is defined in Rule 12b-2 under the Exchange Act) of any person described in (A) above, (E) the Hess Foundation Inc., or (F) any persons comprising a group controlled (as such term is defined in such Rule 12b-2) by one or more of the combined voting power of Company's outstanding securities and who prevails foregoing persons or entities described in a transaction under (ivthis Section 1(a)(iv), except for any securities purchased by the Bank's employee stock ownership plan or trust); or (iib) Within any 24 month period, individuals who who, immediately prior to the beginning of such period, constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereofof the Board; provided, provided however, that any person individual becoming a director subsequent to the date hereof during such period whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Boardelection, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company.for

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event For purposes of this Agreement, a “Change in Control. A "Change in Control" ” shall have occurred if at any time during the term of Executive’s employment hereunder, any of the Company or the Bank following events shall mean a change in control of a nature thatoccur: (a) would be required to be reported in response to Item 1.01 The Company is merged, or consolidated. or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than fifty percent (50%) of the current combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the holders of voting securities of the Company immediately prior to such transaction; (b) The Company sells all or substantially all of its assets or any other corporation or other legal person and thereafter, less than fifty percent (50%) of the combined voting power of the then-outstanding voting securities of the acquiring or consolidated entity are held in the aggregate by the holders of voting securities of the Company immediately prior to such sale; (c) There is a report on Form 8-K, as in effect on filed after the date hereofof this Agreement on Schedule 13 D or schedule 14 D-1 (or any successor schedule, form or report), each as promulgated pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 l934 (the "“Exchange Act"); or (x”) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) disclosing that any "person" person (as the term “person” is used in Sections 13(dSection 13(d)(3) and 14(dor Section 14(d)(2) of the exchange Act) has become the beneficial owner (as the term beneficial owner is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) is or becomes the "beneficial owner" representing fifty percent (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 25% 50%) or more of the combined voting power of the then-outstanding voting securities of the Company's outstanding securities ; (d) The Company shall file a report or proxy statement with the Securities and who prevails Exchange Commission pursuant to the Exchange Act disclosing in a transaction under response to item 1 of Form 8-X thereunder or Item 5(f) of Schedule 14 A thereunder (iv)or any successor schedule, except for form or report or item therein) that the change in control of the Company has or may have occurred or will or may occur in the future pursuant to any securities purchased by the Bank's employee stock ownership plan then-existing contract or trusttransaction; or (iie) During any period of two (2) consecutive years, individuals who at the beginning of any such period constitute the Board on directors of the date hereof (the "Incumbent Board") Company cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent thereof unless the election to the date hereof whose nomination for election by the Company’s shareholders of each director of the Company first elected during such period was approved by a vote of at least threetwo-quarters thirds of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction then still in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation office who were directors of the Company or similar transaction with one or more corporations as a result at the beginning of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Companysuch period.

Change in Control. This Agreement provides (a) Except for certain payments and benefits that are subject to Executive only in Code Section 409A, for purposes of this Agreement, the event of term “Change in Control. A "Change in Control" of the Company or the Bank ” shall mean a change in control of a nature that: : (ai) would be required to be reported in response to Item 1.01 5.01(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "“Exchange Act"”); or or (xii) xxxxxxx xx x Xxxnge results in a Change in Control of the Bank within the meaning of the Change in Bank Control Act, and applicable rules and regulations promulgated thereunder, or results in a Change in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amendedAct of 1956, and applicable the rules and regulations promulgated thereunder (collectivelythereunder, the "BHCA") in each case as in effect at the time of the Change in Control; or or (ciii) without limitation such a Change in Control shall be deemed to have occurred at such time as: as (ia) any "“person" ” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "“beneficial owner" (as owner”(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank Company representing 25% or more of the combined voting power of Company's ’s outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by the Bank's ’s employee stock ownership plan or trust; or or (iib) individuals who constitute the Board of Directors of the Bank or the Company on the date hereof (the "“Incumbent Board"”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's ’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (iib), considered as though he were a member of the Incumbent Board; or or (iiic) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company Bank or the Bank Company or similar transaction in which the Bank or Company or Bank is not the surviving institution occurs; or or (ivd) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are to be exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of A “Change in Control. A "Change ” shall be deemed to have occurred if the conditions set forth in Control" any one of the Company or the Bank following paragraphs shall mean a change in control of a nature thathave been satisfied: (ai) would be required to be reported any “person” (as such term is used in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or Sections 14(d) and 15(d) of the Securities Exchange Act of 1934 1934, as amended (the "“Exchange Act"”)) (other than the Company; or (x) xxxxxxx xx x Xxxnge in Control any trustee or other fiduciary holding securities under an employee benefit plan of the Company; or any Company owned, directly or indirectly, by the stockholders of the Company or in substantially the Bank within the meaning same proportions as their ownership of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time stock of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange ActCompany) is or becomes after the "Effective Date the “beneficial owner" ” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates) representing 25% or more of the combined voting power of the Company's ’s then outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan or trustsecurities; or (ii) during any period of two consecutive years (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board on the date hereof and any new director (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming other than a director subsequent designated by a person who has entered into an agreement with the Company to the date hereof effect a transaction described in subparagraph (i), (iii) or (iv) of this Section 11(g)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least three-quarters 2/3 of the directors comprising then still in office who either were directors at the Incumbent Board, beginning of the period or whose election or nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Boardpreviously so approved, shall be, cease for purposes of this clause (ii), considered as though he were any reason to constitute a member of the Incumbent Boardmajority thereof; or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company’s then outstanding securities; or (iv) the stockholders of the Company approve a plan of reorganization, merger, consolidation, complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company’s assets.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event (a) For purposes of this Agreement, a “Change in Control. A "Change in Control" ” of the Bank or Company or the Bank shall mean one of the following events: (i) there occurs a change in control of the Bank, as defined or determined either by the Bank’s primary federal regulator or under regulations promulgated by such regulator; (ii) as a nature that: result of, or in connection with, a merger or other business combination, sale of assets or contested election, the persons who were directors of the Bank before such transaction or event cease to constitute a majority of the Board of Directors of the Bank or its successor; (aiii) would be the Bank transfers all or substantially all of its assets to another corporation or entity which is not an affiliate of the Bank; (iv) the Bank is merged or consolidated with another corporation or entity and, as a result of such merger or consolidation, less than 60% of the equity interest in the surviving or resulting corporation is owned by the former shareholders or depositors of the Bank; (v) the Company merges into or consolidates with another corporation, or merges another corporation into the Company and, as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation; (vi) the Company files, or is required to be reported in response to Item 1.01 of the current file, a report on Form 8-KSchedule 13D, as in effect on the date hereof, pursuant to Section 13 or 15(danother form or schedule required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934 (1934, disclosing that the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge filing person or persons acting in Control of concert has or have become the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(dbeneficial owner(s) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 25% or more of a class of the combined Company’s voting power of Company's outstanding securities and who prevails in a transaction under (iv)securities, except for beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly owns 50% or more of its outstanding voting securities; (vii) during any securities purchased by the Bank's employee stock ownership plan or trust; or (ii) period of two consecutive years, individuals who constitute the Company’s Board on of Directors at the date hereof (beginning of the "Incumbent Board") two-year period cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least threetwo-quarters thirds ( 2/3) of the directors comprising who were directors at the Incumbent Boardbeginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or (viii) the Company sells to a third party all or substantially all of its assets. (b) If any of the events described in paragraph (a) of this Section 5, constituting a Change in Control, have occurred or the Board of Directors determines that a Change in Control has occurred, Executive shall be entitled to the benefits provided for in paragraphs (c), (d), and (e) of this Section 5 upon his termination of employment at any time during the term of this Agreement on or after the date the Change in Control occurs due to (i) Executive’s dismissal; (ii) Executive’s resignation following any event of Good Reason (as defined in Section 4(a) of this Agreement); or (iii) Executive’s resignation for any reason within ninety (90) days of the effective date of a Change in Control, unless Executive’s termination is for Just Cause as defined in Section 7 of this Agreement; provided, however, that such benefits shall be reduced by any payment made under Section 4 of this Agreement. (c) Upon the occurrence of a Change in Control followed by Executive’s termination of employment, as provided for in paragraph (b) of this Section 5, the Bank shall pay Executive, or whose nomination in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the greater of the payments and benefits due for election the remaining term of the Agreement, pursuant to the provisions of Section 4 of this agreement, or three (3) times the sum of the following items: (i) the average of any taxable income included by the Company's stockholders was approved Bank or the Company on Executive’s Form W-2 or reflected on a Form 1099 provided by the same Nominating Committee serving Bank or the Company to Executive, excluding: A) income attributable to Executive’s exercise of a non-statutory stock option; B) income related to Executive’s disqualifying disposition of an incentive stock option to acquire Company common stock; or C) income related to the distribution of benefits under an Incumbent Boardany tax-qualified or non-tax-qualified retirement or deferred compensation plan or arrangement sponsored by the Company or the Bank during each of the five (5) most recently completed calendar years preceding the Change in Control; (ii) the sum of the average of the value of the deferrals, shall beallocations or contributions made by Executive or on behalf of Executive by the Bank, for during each of the five (5) most recently completed calendar years preceding the Change in Control, under the Bank’s employee stock ownership and 401(k) savings plans (or any other tax-qualified defined contribution retirement plan sponsored by the Bank) and any supplemental executive retirement plan (or any similar provision of any similar plan) in which Executive participates as of the Change in Control. For purposes of this clause (ii), considered the value of allocations made to Executive under the employee stock ownership plan or the supplemental executive retirement plan shall be valued by reference to the fair market value of Company common stock as though he were a member of the Incumbent Boarddate of allocation; orand The Bank shall make the payment to Executive in a single lump sum no later than ten (10) business days following his termination of employment. (iiid) Upon the occurrence of a plan Change in Control and Executive’s termination of reorganizationemployment in connection therewith, merger, consolidation, sale of all or substantially all to the assets of extent that the Company or the Bank continues to offer any life, medical, health, disability or similar transaction dental insurance plan or arrangement in which Executive or his dependents participated immediately prior to the Change in Control, Executive and his covered dependents shall continue participating in such Welfare Plans, subject to the same premium contributions on the part of Executive as were required immediately prior to the Change in Control, until the earlier of (i) Executive’s death; (ii) his employment by another employer other than one of which he is the majority owner; or (iii) the expiration of thirty-six (36) months. If the Company or the Bank does not offer the Welfare Plans at any time after the Change in Control, the Company shall provide Executive with a payment equal to the premiums for such benefits for the period which runs until the earlier of (i) his death; (ii) his employment by another employer other than one of which he is not the surviving institution occursmajority owner; oror (iii) the expiration of 36 months. (ive) a proxy statement soliciting proxies from stockholders The use or provision of any membership, license or other perquisites shall be continued during the remaining term of the CompanyAgreement on the same financial terms and obligations as were in place immediately prior to the Change in Control. To the extent that any item referred to in this paragraph will, by someone other than at the current management end of the Companyterm of this Agreement, seeking stockholder approval of a plan of reorganizationno longer be available to Executive, merger or consolidation of Executive will have the option to purchase all rights then held by the Company or similar transaction with one or more corporations as the Bank to such item for a result of which price equal to the outstanding shares then fair market value of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Companyitem.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control. A "Change in Control" control shall be deemed to have occurred upon any of the Company or the Bank shall mean a change in control of a nature thatfollowing events: (ai) would be required to be reported The acquisition in response to Item 1.01 one or more transactions by any “Person” (as the term person is used for purposes of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 13(d) or 15(d14(d) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange “1934 Act"”); or ) of “Beneficial Ownership” (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of Rule 13d-3 promulgated under the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(d0000 Xxx) of the Exchange Acttwenty percent (20%) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 25% or more of the combined voting power of the Company's ’s then outstanding voting securities and who prevails in a transaction under (ivthe “Voting Securities”), except provided, however, that for purposes of this Section 1(a)(i), the Voting Securities acquired directly from the Company by any Person shall be excluded from the determination of such Person’s Beneficial Ownership of voting securities purchased by (but such Voting Securities shall be included in the Bank's employee stock ownership plan or trustcalculation of the total number of Voting Securities then outstanding); or (ii) The individuals who constitute who, as of the date hereof, are members of the Board on the date hereof (the "“Incumbent Board") ”), cease for any reason to constitute at least a majority thereoftwo-thirds of the Board; provided, provided however, that if the election, or nomination for election by the Company’s shareholders, of any person becoming a new director subsequent to the date hereof whose election was is hereafter approved by a vote of at least threetwo-quarters thirds of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall besuch new director shall, for purposes of this clause (ii)Agreement, be considered as though he were a member of the Incumbent Board; or (iii) Approval by shareholders of the Company of (A) a plan merger or consolidation involving the Company if the shareholders of reorganizationthe Company immediately before such merger or consolidation do not own, merger, directly or indirectly immediately following such merger or consolidation, more than eighty percent (80%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation in substantially the same proportion as their ownership of the Voting Securities immediately before such merger or consolidation or (B) a complete liquidation or dissolution of the Company or an agreement for the sale or other disposition of all or substantially all of the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; orCompany. (iv) Notwithstanding the foregoing, a proxy statement soliciting proxies from stockholders Change in Control shall not be deemed to occur solely because twenty percent (20%) or more of the Companythen outstanding Voting Securities is acquired by (i) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company or any of its subsidiaries or (ii) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation shareholders of the Company or similar transaction with one in the same proportion as their ownership of stock in the Company immediately prior to such acquisition. Nor shall a Change in Control be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of 20% or more corporations of the outstanding Voting Securities as a result of which the outstanding subsequent acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the class acquisition of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

Change in Control. This Agreement provides for certain payments and benefits 8.1. Notwithstanding anything to Executive only the contrary in the event of this Agreement, if a “Change in Control. A "Change ” (as defined below) of Employer occurs Executive is entitled to all payments provided in Control" Subsection 6.3, including two (2) years of the Company Executive’s targeted cash annual bonus (MICP) plus a prorated bonus at target for the current year as stated in Subsection 6.4, payable in a lump sum via wire transfer or cashiers check at the Bank shall mean a change in control of a nature that: (a) would be required to be reported in response to Item 1.01 closing of the current report on Form 8-K, as transaction resulting in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or. (c) without limitation such 8.2. If a Change of Control occurs during the course of this Agreement, the Board of Directors will cause to vest and become exercisable immediately prior to the effective date of the Change of Control, all remaining unvested stock options granted to Executive. All such options, and all other options held by Executive, shall be cancelled or repurchased by Employer, and Executive shall receive an amount in Control cash equal to the amount by which the purchase price of the stock underlying the options exceeds their exercise price, such payments to be made to Executive at or prior to closing by wire transfer or cashiers check. 8.3. For purposes of this Agreement, the term “Change in Control” of the Employer shall be deemed to have occurred at such time as: if (i) any "“person" ” (as the such term is used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange ActAct of 1934, as amended) is other than any Employer employee stock ownership plan or the Employer, becomes the "beneficial owner" owner (as defined such term is used in Rule 13d-3 under Section 13(d) of the Securities Exchange ActAct of 1934, as amended), directly or indirectly, of securities of the Bank Employer representing 25% or more of the combined voting power of Company's Employer’s then outstanding securities and who prevails in a transaction under (iv)securities, except for any securities purchased by the Bank's employee stock ownership plan or trust; or (ii) individuals who constitute the Board ceases to consist of a majority of Continuing Directors (as defined below) or (iii) a person (as defined in clause (i) above) acquires (or, during the 12-month period ending on the date hereof (for the "Incumbent Board"most recent acquisition by such person or group of persons, has acquired) cease for any reason assets of Employer that have an aggregate market value greater than or equal to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters 50% of the directors comprising fair market value of the Incumbent Boardtotal assets of Employer immediately prior to such acquisition or acquisitions, or whose nomination for (iv) the common stock of Employer is no longer publicly traded. It is clearly understood, however, that no change of control will be considered as having occurred as long as the common stock of Employer continues to be publicly traded and Safeguard Scientifics, Inc. maintains ownership of more than 35% of the outstanding common shares of Employer, controls the election by of the Company's stockholders was approved by Board of Directors and remains the same Nominating Committee serving under an Incumbent Board, shall be, for single largest shareholder of Employer. 8.4. For purposes of this clause (ii)Agreement, considered as though he were a “Continuing Director” shall mean a member of the Incumbent Board; or Board of Directors who either (iiii) is a plan of reorganization, merger, consolidation, sale of all or substantially all the assets member of the Company Board of Directors at the date of this Agreement or the Bank (ii) is nominated or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) appointed to serve as a proxy statement soliciting proxies from stockholders director by a majority of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the CompanyContinuing Directors.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event (a) For purposes of this Agreement, a “Change in Control. A "Change in Control" ” of the Bank or Company or the Bank shall mean one of the following events: (i) there occurs a change in control of the Bank, as defined or determined either by the Bank’s primary federal regulator or under regulations promulgated by such regulator; (ii) as a nature that: result of, or in connection with, a merger or other business combination, sale of assets or contested election, the persons who were directors of the Bank before such transaction or event cease to constitute a majority of the Board of Directors of the Bank or its successor; (aiii) would be the Bank transfers all or substantially all of its assets to another corporation or entity which is not an affiliate of the Bank; (iv) the Bank is merged or consolidated with another corporation or entity and, as a result of such merger or consolidation, less than 60% of the equity interest in the surviving or resulting corporation is owned by the former shareholders or depositors of the Bank; (v) the Company merges into or consolidates with another corporation, or merges another corporation into the Company and, as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation; (vi) the Company files, or is required to be reported in response to Item 1.01 of the current file, a report on Form 8-KSchedule 13D, as in effect on the date hereof, pursuant to Section 13 or 15(danother form or schedule required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934 (1934, disclosing that the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge filing person or persons acting in Control of concert has or have become the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(dbeneficial owner(s) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 25% or more of a class of the combined Company’s voting power of Company's outstanding securities and who prevails in a transaction under (iv)securities, except for beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly owns 50% or more of its outstanding voting securities; (vii) during any securities purchased by the Bank's employee stock ownership plan or trust; or (ii) period of two consecutive years, individuals who constitute the Company’s Board on of Directors at the date hereof (beginning of the "Incumbent Board") two-year period cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least threetwo-quarters thirds ( 2⁄3) of the directors comprising who were directors at the Incumbent Boardbeginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or (viii) the Company sells to a third party all or substantially all of its assets. (b) If any of the events described in paragraph (a) of this Section 5, constituting a Change in Control, have occurred or the Board of Directors determines that a Change in Control has occurred, Executive shall be entitled to the benefits provided for in paragraphs (c), (d), and (e) of this Section 5 upon his termination of employment at any time during the term of this Agreement on or after the date the Change in Control occurs due to (i) Executive’s dismissal; (ii) Executive’s resignation following any event of Good Reason (as defined in Section 4(a) of this Agreement); or (iii) Executive’s resignation for any reason within ninety (90) days of the effective date of a Change in Control, unless Executive’s termination is for Just Cause as defined in Section 7 of this Agreement; provided, however, that such benefits shall be reduced by any payment made under Section 4 of this Agreement. (c) Upon the occurrence of a Change in Control followed by Executive’s termination of employment, as provided for in paragraph (b) of this Section 5, the Bank shall pay Executive, or whose nomination in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the greater of the payments and benefits due for election the remaining term of the Agreement, pursuant to the provisions of Section 4 of this agreement, or three (3) times the sum of the following items: (i) the average of any taxable income included by the Company's stockholders was approved Bank or the Company on Executive’s Form W-2 or reflected on a Form 1099 provided by the same Nominating Committee serving Bank or the Company to Executive, excluding: A) income attributable to Executive’s exercise of a non-statutory stock option; B) income related to Executive’s disqualifying disposition of an incentive stock option to acquire Company common stock; or C) income related to the distribution of benefits under an Incumbent Boardany tax-qualified or non-tax-qualified retirement or deferred compensation plan or arrangement sponsored by the Company or the Bank during each of the five (5) most recently completed calendar years preceding the Change in Control; (ii) the sum of the average of the value of the deferrals, shall beallocations or contributions made by Executive or on behalf of Executive by the Bank, for during each of the five (5) most recently completed calendar years preceding the Change in Control, under the Bank’s employee stock ownership and 401(k) savings plans (or any other tax-qualified defined contribution retirement plan sponsored by the Bank) and any supplemental executive retirement plan (or any similar provision of any similar plan) in which Executive participates as of the Change in Control. For purposes of this clause (ii), considered the value of allocations made to Executive under the employee stock ownership plan or the supplemental executive retirement plan shall be valued by reference to the fair market value of Company common stock as though he were a member of the Incumbent Boarddate of allocation; orand The Bank shall make the payment to Executive in a single lump sum no later than ten (10) business days following his termination of employment. (iiid) Upon the occurrence of a plan Change in Control and Executive’s termination of reorganizationemployment in connection therewith, merger, consolidation, sale of all or substantially all to the assets of extent that the Company or the Bank continues to offer any life, medical, health, disability or similar transaction dental insurance plan or arrangement in which Executive or his dependents participated immediately prior to the Change in Control, Executive and his covered dependents shall continue participating in such Welfare Plans, subject to the same premium contributions on the part of Executive as were required immediately prior to the Change in Control, until the earlier of (i) Executive’s death; (ii) his employment by another employer other than one of which he is the majority owner; or (iii) the expiration of thirty-six (36) months. If the Company or the Bank does not offer the Welfare Plans at any time after the Change in Control, the Company shall provide Executive with a payment equal to the premiums for such benefits for the period which runs until the earlier of (i) his death; (ii) his employment by another employer other than one of which he is not the surviving institution occursmajority owner; oror (iii) the expiration of 36 months. (ive) a proxy statement soliciting proxies from stockholders The use or provision of any membership, license or other perquisites shall be continued during the remaining term of the CompanyAgreement on the same financial terms and obligations as were in place immediately prior to the Change in Control. To the extent that any item referred to in this paragraph will, by someone other than at the current management end of the Companyterm of this Agreement, seeking stockholder approval of a plan of reorganizationno longer be available to Executive, merger or consolidation of Executive will have the option to purchase all rights then held by the Company or similar transaction with one or more corporations as the Bank to such item for a result of which price equal to the outstanding shares then fair market value of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Companyitem.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of (a) Change in Control. A "Change in Control" Control of the Holding Company or the Bank Institution shall mean a change in control an event of a nature that: : (ai) would be required to be reported in response to Item 1.01 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 0000 (the xxx "Exchange ActXxxxxxxx Xxx"); or or (xii) xxxxxxx xx x Xxxnge results in a Change in Control of the Holding Company or the Bank Institution within the meaning of the Change in Bank Holding Company ActControl Act and the Rules and Regulations promulgated by the Federal Deposit Insurance Corporation ("FDIC") at 12 C.F.R. SS. 303.4(a), as amendedwith respect to the Institution, and applicable rules the Rules and regulations Regulations promulgated thereunder by the Office of Thrift Supervision (collectively, the "BHCAOTS") (or its predecessor agency), with respect to the Holding Company, as in effect at on the time date of the Change in Controlthis Agreement; or or (ciii) without limitation such a Change in Control shall be deemed to have occurred at such time as: as (iA) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of the Bank Institution or the Holding Company representing 2520% or more of the combined voting power of Institution's or the Holding Company's outstanding voting securities and who prevails in a transaction under (iv), or right to acquire such securities except for any voting securities of the Institution purchased by the Holding Company and any voting securities purchased by any employee benefit plan of the Bank's employee stock ownership plan Holding Company, the Institution or trust; or its Subsidiaries, or (iiB) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Holding Company's stockholders was approved by the same a Nominating Committee serving under an solely composed of members which are Incumbent BoardBoard members, shall be, for purposes of this clause (iiB), considered as though he were a member of the Incumbent Board; or , or (iiiC) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company Institution or the Bank Holding Company or similar transaction occurs or is effectuated in which the Institution or Holding Company or Bank is not the surviving institution occurs; or resulting entity, or (ivD) a proxy statement has been distributed soliciting proxies from stockholders of the Holding Company, by someone other than the current management of the Holding Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Holding Company or similar transaction Institution with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the such plan or transaction are exchanged for or converted into cash or property or securities not issued by the CompanyInstitution or the Holding Company shall be distributed, or (E) a tender offer is made for 20% or more of the voting securities of the Institution or Holding Company then outstanding. (b) If any of the events described in Section 5(a) of this Agreement constituting a Change in Control have occurred, or the Board has determined that a Change in Control has occurred, Executive shall be entitled to the benefits provided in paragraphs (c), (d), (e), (f), and (g) of this Section 5 upon his termination of employment on or after the date the Change in Control occurs due to (i) Executive's dismissal at any time during the term of this Agreement, (ii) Executive's resignation for any reason within the sixty (60) day period following the date that is one-year from the date the Change in Control occurred or (iii) Executive's resignation during the remaining term of this Agreement following any demotion, loss of title, office or significant authority or responsibility, reduction in the annual compensation or benefits or relocation of Executive's principal place of employment by more than 25 miles from its location immediately prior to the Change in Control, unless such termination is because of Executive's Termination for Cause; provided, however, Executive may consent in writing to any such demotion, loss, reduction or relocation. The effect of any written consent of the Executive under this Section 5(b) shall be strictly limited to the terms specified in such written consent. Under no circumstances can a termination of employment during the term of this Agreement on or after the date of a Change in Control occurs be considered a termination on account of retirement or disability for purposes of determining Executive's rights to the payment of benefits provided in paragraphs (c), (d), (e), (f), and (g) of this Section 5. (c) Upon Executive's entitlement to payment pursuant to Section 5(b) of this Agreement, the Institution shall pay Executive, or in the event of Executive's subsequent death, Executive's beneficiary or beneficiaries, or estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the greater of: (1) the payments and benefits that would have been due pursuant to Section 3 of this Agreement for the remaining term of the Agreement; or (2) three (3) times the Executive's average annual compensation (excluding compensation attributable to the exercise of stock options) for the three most recently completed taxable years of Executive. Except as provided for in the preceding sentence, for purposes of this Section 5(c), annual compensation shall include Base Salary and any other taxable income paid by the Institution or its Subsidiaries, including but not limited to amounts related to the granting, vesting or exercise of restricted stock, commissions, bonuses, severance payments, retirement benefits, director or committee fees and fringe benefits paid or to be paid to Executive or paid for Executive's benefit during any such year, as well as profit sharing, employee stock ownership plan and other retirement contributions or benefits, including to any tax-qualified or non-tax-qualified plan or arrangement (whether or not taxable) made or accrued on behalf of Executive for such year. At the election of Executive, which election is to be made prior to or within thirty (30) days of the Date of Termination on or following a Change in Control, such payment may be made in a lump sum (without discount for early payment) on or immediately following the Date of Termination (which may be the date a Change in Control occurs) or paid in equal monthly installments during the thirty-six (36) months following Executive's termination. In the event that no election is made, payment to Executive will be made in a lump sum. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment. (d) Upon the occurrence of a Change in Control followed by Executive's termination of employment, Executive will be entitled to receive benefits due him under or contributed by the Institution or its Subsidiaries on his behalf pursuant to any retirement, incentive, profit sharing, employee stock ownership, bonus, performance, disability or other employee benefit plan or other arrangement maintained by the Institution on Executive's behalf to the extent such benefits are not otherwise paid to Executive under a separate provision of this Agreement. In addition, for purposes of determining his vested accrued benefit, Executive shall be credited either under any defined benefit pension plan and related supplemental executive retirement plan maintained by the Institution or, if not permitted under such plans, under a separate arrangement, with the additional "years of service" that he would have earned for vesting and benefit accrual purposes for the remaining term of the Agreement had his employment not terminated. (e) Upon the occurrence of a Change in Control and Executive's termination of employment pursuant to the provisions of Section 5(b) of this Agreement in connection therewith, the Institution will cause to be continued any welfare Plan benefit (as described in Section 4(d) of this Agreement) substantially identical to the benefit coverage maintained by the Institution or its Subsidiaries for Executive and any of his dependents covered under such plans prior to the Change in Control. Such coverage shall cease upon the expiration of thirty-six (36) full calendar months following the Date of Termination. In the event Executive's or Executive's dependent's participation in any such plan or program is barred, the Institution shall arrange to provide Executive and his dependents with benefits coverage substantially similar to those which Executive and his dependents would otherwise have been entitled to receive under such plans and programs by operation of this provision or provide their economic equivalent to executive and his dependents. (f) The use or provision of any membership, license, automobile use, or other perquisites shall be continued during the remaining term of the Agreement on the same financial terms and obligations as were in place immediately prior to the Change in Control. To the extent that any item referred to in this paragraph will at the end of the term of this Agreement no longer be available to Executive, Executive will have the option to purchase all rights then held by the Institution or its Subsidiaries to such item for a price equal to the then fair market value of the item. (g) In the event that Executive is receiving monthly payments pursuant to Section 5(c) hereof, on an annual basis, thereafter, between the dates of January 1 and January 31 of each year, Executive shall have the right to elect whether the balance of the amount payable under the Agreement for that year shall be paid in a lump sum pursuant to such section. Such election shall be irrevocable for the year for which such election is made.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in Upon the event occurrence of Change in Control. A "Change in Control" of the Company or the Bank shall mean a change in control of a nature that: (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control (as hereinafter defined), the Employee shall have the right to terminate this Agreement. Upon the termination of this Agreement by the Employee due to the occurrence of a Change in Control, the Employee shall be entitled to receive one year of Base Compensation in one lump sum within five days of the effective date of such termination, subject to withholding for applicable taxes and other amounts, all unvested stock options held by the Employee shall immediately vest and become exercisable. For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have occurred at such time as: in the event that: (i) any "person" (individuals who, as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act)date hereof, directly or indirectly, of securities of the Bank representing 25% or more of the combined voting power of Company's outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan or trust; or (ii) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereofof the Board; provided, provided however, that any person individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least three-quarters a majority of the directors then comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, Board shall be, for purposes of this clause (ii), be considered as though he were such individual was a member of the Incumbent BoardBoard as of the date hereof; or (iiiii) the Company shall have been sold by either (A) a plan of reorganization, merger, consolidation, sale of all or substantially all its assets, or (B) a merger or consolidation, other than any merger or consolidation pursuant to which the assets Company acquires another entity, or (C) a tender offer, whether solicited or unsolicited; or (iii) any party, other than the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of voting securities of the Company representing 50% or more of the Bank or similar transaction in which total voting power of all the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders then-outstanding voting securities of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control. A "Change in Control" of the Company or shall have occurred if at any time during the Bank shall mean a change in control term of a nature that: (a) would be required to be reported in response to Item 1.01 this Agreement any of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control following events shall be deemed to have occurred at such time asoccur: (i) The Company is merged, consolidated or reorganized into or with another corporation or other legal person and as a result of such merger, consolidation or reorganization less than 60% of the combined voting power to elect each class of Directors of the then outstanding securities of the remaining corporation or legal person or its ultimate parent immediately after such transaction is available to be received by all of the Company's stockholders (who were stockholders immediately prior to the merger, consolidation or reorganization) on a pro rata basis and is actually received in respect of or exchange for voting securities of the Company pursuant to such transaction; (ii) The Company sells all or substantially all of its assets to any other corporation or other legal person and as a result of such sale less than 60% of the combined voting power to elect each class of Directors of the then outstanding securities of such corporation or legal person or its ultimate parent immediately after such transaction is available to be received by all of the Company's stockholders (who were stockholders immediately prior to the merger, consolidation or reorganization) on a pro rata basis and is actually received in exchange for the assets of the Company pursuant to such sale (provided that this provision shall not apply to a registered public offering of securities of a subsidiary of the Company, which offering is not part of a transaction otherwise a part of or related to a Change in Control); (iii) Any person (including any "person" (as the such term is used in Sections 13(dSection 13(d)(3) and 14(dor Section 14(d)(2) of the Exchange Act) is or becomes has become the beneficial owner (as the term "beneficial owner" (as is defined in under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act), directly or indirectly, ) of securities of which when added to any securities already owned by such person would represent in the Bank representing 25aggregate 20% or more of the combined voting power of Company's then outstanding securities and who prevails in a transaction under of the Company which are entitled to vote to elect any class of Directors; (iv)) If at any time, except for any securities purchased by the Bank's employee stock ownership plan or trust; or (ii) individuals who constitute Continuing Directors then serving on the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided ; (v) Any occurrence that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or any person becoming a director subsequent to successor rule or regulation promulgated under the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent BoardExchange Act; or (iiivi) Such other events that cause a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or the Bank or similar transaction change in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders control of the Company, as determined by someone other than the current management of the CompanyBoard in its sole discretion; provided, seeking stockholder approval of however, that a plan of reorganization, merger or consolidation Change in Control of the Company or similar shall not be deemed to have occurred as the result of any transaction with having one or more corporations as a result of which the outstanding shares of the foregoing effects if such transaction is proposed by, and includes a significant equity participation (i.e., an aggregate of at least 20% of the then outstanding common equity securities of the Company immediately after such transaction which are entitled to vote to elect any class of securities then subject Directors) of executive officers of the Company as constituted immediately prior to the occurrence of such transaction or any Company employee stock ownership plan are exchanged for or converted into cash pension plan. Notwithstanding anything herein to the contrary, no beneficial ownership of or property or securities not issued by other event with respect to Emerson Radio Corp, a Delaware xxxxxxxtion ("Emerson"), shall cause a Change xx Xxxtrol of the CompanyCompany unless and until there is an Emerson Disqualifying Action.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of Change in Control. A "Change in Control" of the Company or the Bank shall mean a change in control of a nature that: (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be ----------------- deemed to have occurred at such time asif the conditions set forth in any one of the following paragraphs shall have been satisfied: (i) any "person" (as the such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (other than the Company; any trustee or other fiduciary holding securities under an employee benefit plan of the Company; or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company) is or becomes after the Effective Date the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its affiliates) representing 25% or more of the combined voting power of the Company's then outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan or trustsecurities; or (ii) during any period of two consecutive years (not including any period prior to the Effective Date), individuals who at the beginning of such period constitute the Board on the date hereof and any new director (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming other than a director subsequent designated by a person who has entered into an agreement with the Company to the date hereof effect a transaction described in subsection (i), (iii) or (iv) of this Section 10(g)) whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, Board or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes a vote of this clause (ii), considered as though he were a member at least 2/3 of the Incumbent Boarddirectors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, at least 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than 50% of the combined voting power of the Company's then outstanding securities; or (iv) the stockholders of the Company approve a plan of reorganization, merger, consolidation, complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Company's assets.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in In the event of a Change in Control, this option shall be subject to the definitive agreement governing such Change in Control. A "Such agreement, without the Employee’s consent and notwithstanding any provision to the contrary in this Agreement or the Plan, must provide for one of the following: (a) the assumption of this option by the surviving corporation or its parent; (b) the substitution by the surviving corporation or its parent of options with substantially the same terms as this option; (c) the conversion of this option into an option to purchase the consideration received by the stockholders of the Company in the Change in Control" ; (d) the termination of this option after the Company shall have provided the Employee with the ability to exercise this option as to all Shares, including Shares which otherwise would not be then exercisable, for a period of fifteen (15) days or less before the consummation of the Company Change in Control; or (e) the Bank shall mean a change cancellation of this option after payment to the Employee of an amount in control of a nature that: cash or cash equivalents equal to (aA) would be required to be reported in response to Item 1.01 the fair market value of the current report on Form 8-K, as in effect on Shares subject to this option at the date hereof, pursuant to Section 13 or 15(d) time of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge Change in Control minus (B) the Exercise Price of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect Shares subject to this option at the time of the Change in Control; or . In the event the definitive agreement does not provide for one of the foregoing alternatives with respect to the treatment of this option, this option shall have the treatment specified in clause (cd) without limitation such a of the preceding sentence. The Committee may, in its sole discretion, accelerate the exercisability and vesting of this option in connection with any of the foregoing alternatives. For purposes of this Agreement, “Change in Control shall be deemed to have occurred at such time as: Control” means the occurrence of any of the following events: (ia) any "“person" ” (as the such term is used in Sections 13(d) and 14(d) of the Exchange 1934 Act) is ), other than any combination of Xxxxx Xxxx, members of his immediate family, and any entities holding Shares for the benefit of Xxxxx Xxxx or members of his immediate family, becomes the "“beneficial owner" ” (as defined in Rule 13d-3 under of the Exchange 1934 Act), directly or indirectly, of securities of the Bank Company representing 25% fifty percent (50%) or more of the combined total voting power of Company's outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan or trust; or (ii) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election represented by the Company's stockholders was approved ’s then outstanding voting securities; (b) the consummation of the sale or disposition by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale Company of all or substantially all the assets of the Company or the Bank or similar transaction in which the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, by someone other than ’s assets; (c) a change in the current management composition of the CompanyBoard occurring within a two-year period, seeking stockholder approval as a result of which fewer than a majority of the directors are Incumbent Directors; or (d) the consummation of a plan of reorganization, merger or consolidation of the Company with any other corporation, other than a merger or similar transaction with one or more corporations as a consolidation which would result of which in the outstanding shares voting securities of the class Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities then subject of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation. “Incumbent Directors” means directors who either (A) are Directors as of the effective date of the Plan, or (B) are elected, or nominated for election, to the plan are exchanged for Board with the affirmative votes of at least a majority of the Directors at the time of such election or converted into cash nomination (but will not include an individual whose election or property nomination is in connection with an actual or securities not issued by threatened proxy contest relating to the election of directors to the Company).

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event For purposes of this Agreement, a “Change in Control. A "Change ” shall be deemed to have occurred if: (i) any person (as defined in Control" of the Company or the Bank shall mean a change in control of a nature that: (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d3(a)(9) of the Securities Exchange Act of 1934 1934, as amended from time to time (the "“Exchange Act"”); or , and as used in Sections 13(d) and 14(d) thereof, including any “group” as defined in Section 13(d)(3) thereof (x) xxxxxxx xx x Xxxnge in Control a “Person”), but excluding the Company, any majority owned subsidiary of the Company (a “Subsidiary”), Warburg, Xxxxxx & Co. (“Warburg”) and any affiliate of Warburg (other than a Warburg portfolio company), and any employee benefit plan sponsored or maintained by the Company or any Subsidiary (including any trustee of such plan acting as trustee), becomes the beneficial owner of shares of the Company having at least 50% of the total number of votes that may be cast for the election of directors of the Company (the “Voting Shares”) provided, however, that such an event shall not constitute a Change in Control if the acquiring Person has entered into an agreement with the Company approved by the Board which materially restricts the right of such Person to direct or influence the management or policies of the Company; (ii) the shareholders of the Company shall approve any merger of other business combination of the Company, sale of the Company’s assets or combination of the foregoing transactions (a “Transaction”) other than a Transaction involving only the Company and one or more of its Subsidiaries, or a Transaction immediately following which the shareholders of the Company immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity; or (iii) within any 24-month period beginning on or after December 17, 2004, the persons who were members of the Board on or immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of members of the Board or the Bank within board of directors of any successor to the meaning Company, provided that any director who was not a director as of December 17, 2004 shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the Bank Holding Company Actdirectors who then qualified as Incumbent Directors either actually or by prior operation of this definition. Notwithstanding the foregoing, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a no Change in Control shall be deemed to have occurred at such time as: for purposes of this Agreement by reason of (i) any "person" (as actions or events in which the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank representing 25% or more of the combined voting power of Company's outstanding securities and who prevails Grantee participates in a transaction under (iv), except for any securities purchased by the Bank's capacity other than in his capacity as an employee stock ownership plan or trust; or (ii) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent Board; or (iii) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Company or any Subsidiary, or (ii) any decrease in the Bank or similar transaction in which share ownership of Warburg and its affiliates, to the Company or Bank extent such decrease is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from stockholders of the Company, attributable to such shareholders having distributed shares owned by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with them directly to one or more corporations as a result members of which the outstanding shares of the class of securities then subject to the plan are exchanged for or converted into cash or property or securities not issued by the Companytheir investment group.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event For purposes of this Agreement, a “Change in Control. A "Change in Control" ” means the occurrence of any of the following events: (i) An acquisition (other than directly from the Company) of any voting securities of the Company or (the Bank shall mean a change “Voting Securities”) by any “Person” (having the meaning ascribed to such term in control of a nature that: (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d3(a)(9) of the Securities Exchange Act of 1934 1934, as amended (the "Exchange “1934 Act"”); or (x) xxxxxxx xx x Xxxnge in Control of the Company or the Bank within the meaning of the Bank Holding Company Act, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (thereof, including a “group” as defined in Section 13(d)) immediately after which such Person has beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange 1934 Act), directly or indirectly, ) (“Beneficial Ownership” and/or Beneficially Owned”) of securities of the Bank representing 25% thirty-five percent (35%) or more of the combined voting power of the Company's ’s then outstanding securities and who prevails Voting Securities; provided, however, that in determining whether a Change in Control has occurred, Voting Securities which are acquired in a transaction under Non-Control Acquisition (ivas hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A Non-Control Acquisition shall mean an acquisition by (i) the Company or any company, corporation, partnership, limited liability company or other Person in which the Company directly or indirectly owns a majority interest (“Subsidiary”), except for any securities purchased (ii) an employee benefit plan (or a trust forming a part thereof) maintained by the Bank's employee stock ownership plan Company or trust; orany Subsidiary, or (iii) any Person in connection with a Non-Control Transaction (as hereinafter defined); (ii) The individuals who constitute who, as of September 30, 2013, were members of the Board on of Directors of the date hereof Company (the "“Incumbent Board"”) cease for any reason to constitute at least a majority thereofof the Board; provided, provided however, that if the election, or nomination for election by the Company’s stockholders, of any person becoming a new director subsequent to the date hereof whose election was approved by a vote of at least three-quarters a majority of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall besuch new director shall, for purposes of this clause (iiSection 2(b), be considered as though he were a member of the Incumbent Board; and provided, further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened election contest (as described in former Rule 14a-11 promulgated under the 1934 Act) (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of the Company (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or (iii) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets Approval by stockholders of the Company and the consummation of: (A) A merger, consolidation or reorganization involving the Bank Company, unless such transaction is a Non-Control Transaction. For purposes of this Agreement, the term “Non-Control Transaction” shall mean a merger, consolidation or similar transaction in which reorganization of the Company or Bank is not the surviving institution occurs; or (iv) a proxy statement soliciting proxies from in which: [1] The stockholders of the Company, by someone other than the current management immediately before such merger, consolidation or reorganization, own, directly or indirectly immediately following such merger, consolidation or reorganization, at least forty-five percent (45%) of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation combined voting power of the Company or similar transaction with one or more corporations as a result of which the outstanding shares voting securities of the class corporation or entity resulting from such merger, consolidation or reorganization (the “Surviving Company”) over which any Person has Beneficial Ownership in substantially the same proportion as their Beneficial Ownership of securities then subject to the plan are exchanged for Voting Securities immediately before such merger, consolidation or converted into cash or property or securities not issued by the Company.reorganization;

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of (a) No benefit shall be paid under this Section 5 unless there shall have occurred a Change in ControlControl of the Company or the Bank. A For purposes of this Agreement, a "Change in Control" of the Company or the Bank shall mean a change in control of a nature that: be deemed to occur if and when (a) would be required to be reported in response to Item 1.01 an offer or other than the Company purchases shares of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control common stock of the Company or the Bank within the meaning of the Bank Holding Company Actpursuant to a tender or exchange offer for such shares, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA") as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (ib) any "person" person (as the such term is used in Sections 13(d) and 14(d14(d)(2) of the Securities Exchange ActAct of 1934) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company or the Bank representing 25% or more of the combined voting power of Company's outstanding securities and who prevails in a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan or trust; or (ii) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by then outstanding securities, (c) the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member membership of the Incumbent Board; or (iii) a plan board of reorganization, merger, consolidation, sale of all or substantially all the assets directors of the Company or the Bank changes as the result of a contested election, such that individuals who were directors at the beginning of any twenty-four month period (whether commencing before or similar transaction after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) shareholders of the Company or the Bank approve a plan merger, consolidation, sale or disposition of all or substantially all of the Company's or the Bank's assets, or a plan of partial or complete liquidation in which the Company or the Bank is not the surviving institution occurs; orresulting entity . (ivb) a proxy statement soliciting proxies from stockholders If any of the Company, by someone other than events described in Section 5(a) hereof constituting a Change in Control have occurred or the current management Board of the CompanyBank or the Company has determined that a Change in Control has occurred, seeking stockholder approval Executive shall be entitled to the benefits provided in paragraphs (c), (d) and (e) of this Section 5 upon his subsequent involuntary termination of employment at any time during the term of this Agreement (or voluntary termination within twelve (12) months following a Change of Control following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than 35 miles from its location immediately prior to the Change in Control), unless such termination is because of his death, retirement as provided in Section 7, termination for Cause, or termination for Disability. (c) Upon the occurrence of a Change in Control followed by the Executive's termination of employment, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to 2.99 times the Executive's "base amount," within the meaning of (S)280G(b)(3) of the Internal Revenue Code of 1986 ("Code"), as amended. Such payment shall be made in a lump sum paid within ten (10) days of the Executive's Date of Termination. (d) Upon the occurrence of a Change in Control followed by the Executive's termination of employment, the Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. In addition, Executive shall be entitled to receive the value of employer contributions that would have been made on the Executive's behalf over the remaining term of the agreement to any tax-qualified retirement plan sponsored by the Bank as of reorganizationthe Date of Termination. Such coverage and payments shall cease upon the expiration of thirty-six (36) months. (e) Upon the occurrence of a Change in Control, merger the Executive shall be entitled to receive benefits due him under, or consolidation of contributed by the Company or similar transaction the Bank on his behalf, pursuant to any retirement, incentive, profit sharing, bonus, performance, disability or other employee benefit plan maintained by the Bank or the Company on the Executive's behalf to the extent that such benefits are not otherwise paid to the Executive upon a Change in Control. (f) Notwithstanding the preceding paragraphs of this Section 5, in the event that the aggregate payments or benefits to be made or afforded to Executive under this Section, together with one any other payments or more corporations as benefits received or to be received by Executive in connection with a result of which the outstanding shares Change in Control, would be deemed to include an "excess parachute payment" under (S)280G of the class Code, then, at the election of securities then subject Executive, (i) such payments or benefits shall be payable or provided to Executive over the minimum period necessary to reduce the present value of such payments or benefits to an amount which is one dollar ($1.00) less than three (3) times Executive's "base amount" under (S)280G(b)(3) of the Code or (ii) the payments or benefits to be provided under this Section 5 shall be reduced to the plan are exchanged for or converted into cash or property or securities not issued extent necessary to avoid treatment as an excess parachute payment with the allocation of the reduction among such payments and benefits to be determined by the CompanyExecutive.

Change in Control. This Agreement provides for certain payments and benefits to Executive only in the event of (a) No benefit shall be paid under this Section 5 unless there shall have occurred a Change in ControlControl of the COMPANY or the BANK. A For purposes of this Agreement, a "Change in Control" of the Company COMPANY or the Bank BANK shall mean be deemed to occur (a) if there occurs a change in control of a nature that: (a) would be required to be reported in response to Item 1.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (x) xxxxxxx xx x Xxxnge in Control of the Company BANK or the Bank COMPANY within the meaning of the Bank Holding Company ActHome Owners Loan Act of 1933 and 12 C.F.R. Part 574, as amended, and applicable rules and regulations promulgated thereunder (collectively, the "BHCA"b) as in effect at the time of the Change in Control; or (c) without limitation such a Change in Control shall be deemed to have occurred at such time as: (i) if any "person" person (as the such term is used in Sections 13(d) and 14(d14(d)(2) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank COMPANY or the BANK representing twenty-five percent (25% %) or more of the combined voting power of Companythe COMPANY's or the BANK's then outstanding securities and securities, (c) if the membership of the board of directors of the COMPANY or the BANK changes as the result of a contested election, such that individuals who prevails in were directors at the beginning of any twenty-four (24) month period (whether commencing before or after the date of adoption of this Agreement) do not constitute a majority of the Board at the end of such period, or (d) upon the consummation of a transaction under (iv), except for any securities purchased by the Bank's employee stock ownership plan or trust; or (ii) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (ii), considered as though he were a member shareholders of the Incumbent Board; or (iii) COMPANY or the BANK involving a plan of reorganization, merger, consolidation, sale or disposition of all or substantially all the assets of the Company COMPANY's or the Bank BANK's assets, or a similar transaction occurs in which the Company COMPANY or Bank the BANK is not the surviving institution occurs; orresulting entity. (ivb) a proxy statement soliciting proxies from stockholders If any of the Companyevents described in Section 5(a) hereof constituting a Change in Control have occurred or the Board of the BANK or the COMPANY has reasonably determined that a Change in Control (as defined herein) has occurred, by someone EXECUTIVE shall be entitled to the benefits provided in paragraphs (c), (d) and (e) of this Section 5 upon his subsequent involuntary termination following the effective date of a Change in Control (or voluntary termination within twelve (12) months of the effective date of a Change in Control following any material demotion, loss of title, office or significant authority, material reduction in his annual compensation or benefits (other than a reduction affecting the current management BANK's personnel generally), or the relocation of his principal place of employment by more than 35 miles from its location immediately prior to the Change in Control), unless such termination is because of his death, retirement as provided in Section 7, termination for Cause, or termination for Disability. (c) Upon the occurrence of a Change in Control followed by EXECUTIVE's termination of employment, the BANK shall pay EXECUTIVE, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to 2.99 times EXECUTIVE's "base amount," within the meaning of (S)(S).280G(b)(3) of the CompanyInternal Revenue Code of 1986 ("Code"), seeking stockholder approval as amended. Such payment shall be made in a lump sum paid within ten (10) days of EXECUTIVE's Date of Termination. (d) Upon the occurrence of a plan Change in Control followed by EXECUTIVE's termination of reorganizationemployment, merger or consolidation the BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his severance. Such coverage shall cease upon the expiration of thirty-six (36) months. In addition, EXECUTIVE shall be entitled to receive the value of employer contributions that would have been made on EXECUTIVE's behalf over the remaining term of the Company or similar transaction with one or more corporations agreement to any tax-qualified retirement plan sponsored by the BANK as a result of which the outstanding shares of the class Date of securities then subject Termination. (e) Notwithstanding the preceding paragraphs of this Section 5, in the event that the aggregate payments or benefits to be made or afforded to EXECUTIVE under this Section, together with any other payments or benefits received or to be received by EXECUTIVE in connection with a Change in Control, would be deemed to include an "excess parachute payment" under (S)(S).280G of the Code, then, at the election of EXECUTIVE, (i) such payments or benefits shall be payable or provided to EXECUTIVE over the minimum period necessary to reduce the present value of such payments or benefits to an amount which is one dollar ($1.00) less than three (3) times EXECUTIVE's "base amount" under (S)(S).280G(b)(3) of the Code or (ii) the payments or benefits to be provided under this Section 5 shall be reduced to the plan are exchanged for or converted into cash or property or securities not issued extent necessary to avoid treatment as an excess parachute payment with the allocation of the reduction among such payments and benefits to be determined by the CompanyEXECUTIVE.