Common use of No Assignments Clause in Contracts

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee would be entitled to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 hereof. For purposes of implementing the provisions of this Section 5(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of the death of the Employee, unless otherwise provided herein, all amounts payable hereunder shall be paid to the Employee's devisee, legatee, or other designee or, if there be no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee would be entitled as the compensation pursuant to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 hereof. For purposes of implementing the provisions of this Section 5(a11(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee should die while any amounts would still be payable to the death of Employee hereunder if the EmployeeEmployee had continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, legatee or other designee or, or if there be is no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the EmployeeExecutive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee Executive to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee he would be entitled to hereunder if an event of Involuntary Termination occurredhe terminated his employment for Good Reason, in addition to any payments and benefits to which the Employee Executive is entitled under Section 3 hereof. For purposes of implementing the provisions of this Section 5(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee Executive hereunder shall inure to the benefit of and be enforceable by the EmployeeExecutive's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of the death of the EmployeeExecutive, unless otherwise provided herein, all amounts payable hereunder shall be paid to the EmployeeExecutive's devisee, legatee, or other designee or, if there be no such designee, to the EmployeeExecutive's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither . Neither party may assign or delegate any of his or its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require Corporation agrees that concurrently with any merger or sale of assets which would constitute a Change in Control hereunder, it will cause any successor or assign (whether direct or indirecttransferee unconditionally to assume, by purchasewritten instrument delivered to the Employee (or his beneficiary or estate), merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets obligations of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken placeCorporation hereunder. Failure of the Savings Bank Corporation to obtain such an assumption agreement prior to the effectiveness of any such succession merger or assignment sale of assets, shall be a breach of this Agreement and shall constitute Good Reason hereunder and shall entitle the Employee to compensation and other benefits from the Savings Bank Corporation in the same amount and on the same terms that as the Employee would be entitled to hereunder if an event of Involuntary Termination occurred, the Employee's employment were terminated following a Change in addition to any payments and benefits to which the Employee is entitled Control under Section 3 7(d) hereof. For purposes of implementing the provisions of this Section 5(a)foregoing, the date on which any such succession merger or sale of assets becomes effective shall be deemed the date Good Reason occurs, and shall be the Date of Termination. (b) This Termination if requested by the Employee. Notwithstanding the foregoing, this Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee shall die while any amounts would be payable to the death of Employee hereunder had the EmployeeEmployee continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by the Employee's devisee, legatee, or other designee Employee to receive such amounts or, if there be no such designeeperson is so appointed, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither no party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee would be entitled as the compensation pursuant to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 7(d) hereof. For purposes of implementing the provisions of this Section 5(a11(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee should die while any amounts would still be payable to the death of Employee hereunder if the EmployeeEmployee had continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, legatee or other designee or, or if there be is no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank Association shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings BankAssociation, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank Association would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank Association to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank Association in the same amount and on the same terms that Employee would be entitled as the compensation pursuant to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 3(a) hereof. For purposes of implementing the provisions of this Section 5(a7(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee should die while any amounts would still be payable to the death of Employee hereunder if the EmployeeEmployee had continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, legatee or other designee or, or if there be is no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank Association shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings BankAssociation, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank Association would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank Association to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank Association in the same amount and on the same terms that Employee would be entitled as the compensation pursuant to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 3(a) hereof. For purposes of implementing the provisions of this Section 5(a7(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's ’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee should die while any amounts would still be payable to the death of Employee hereunder if the EmployeeEmployee had continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's ’s devisee, legatee, legatee or other designee or, or if there be is no such designee, to the Employee's ’s estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank Association shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings BankAssociation, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank Association would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank Association to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank Association in the same amount and on the same terms that Employee would be entitled as the compensation pursuant to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 7(d) hereof. For purposes of implementing the provisions of this Section 5(a11(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee should die while any amounts would still be payable to the death of Employee hereunder if the EmployeeEmployee had continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, legatee or other designee or, or if there be is no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall Association will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings BankAssociation, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank Association would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank Association to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank Association in the same amount and on the same terms that Employee would be entitled as the compensation pursuant to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 8(a) hereof. For purposes of implementing the provisions of this Section 5(a11(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee should die while any amounts would still be payable to the death of Employee hereunder if the EmployeeEmployee had continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, legatee or other designee or, or if there be is no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the EmployeeExecutive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee Executive to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee she would be entitled to hereunder if an event of Involuntary Termination occurredshe terminated her employment for Good Reason, in addition to any payments and benefits to which the Employee Executive is entitled under Section 3 hereof. For purposes of implementing the provisions of this Section 5(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee Executive hereunder shall inure to the benefit of and be enforceable by the EmployeeExecutive's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of the death of the EmployeeExecutive, unless otherwise provided herein, all amounts payable hereunder shall be paid to the EmployeeExecutive's devisee, legatee, or other designee or, if there be no such designee, to the EmployeeExecutive's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee would be entitled to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 hereof. For purposes of implementing the provisions of this Section 5(a6(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of the death of the Employee, unless otherwise provided herein, all amounts payable hereunder shall be paid to the Employee's devisee, legatee, or other designee or, if there be no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Company and the Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets of the Savings Company and the Bank, by an assumption agreement in form and substance satisfactory to the Employeeagreement, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Company and the Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Company and the Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee would be entitled to hereunder under this Agreement if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 hereof. For purposes of implementing the provisions of this Section 5(a6(a), the date on which any such succession becomes effective shall be deemed to be the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of the death of the Employee, unless otherwise provided herein, all amounts payable hereunder shall be paid to the Employee's devisee, legatee, or other designee or, if there be no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank Holding Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings BankHolding Company or the Association, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank Holding Company would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank Holding Company to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank Holding Company in the same amount and on the same terms that Employee would be entitled as the compensation pursuant to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 3(a) hereof. For purposes of implementing the provisions of this Section 5(a7(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee should die while any amounts would still be payable to the death of Employee hereunder if the EmployeeEmployee had continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, legatee or other designee or, or if there be is no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither no party may assign or delegate any of his or its rights or obligations hereunder without first obtaining the written consent of the other partyparties; provided, however, that at any time after that date that is 12 months after the Savings date first above written Bank may be merged with and into Republic Bank without such consent, and that the Holding Company and the Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings Holding Company and the Bank, by an assumption agreement in form and substance reasonably satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Holding Company and the Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Holding Company and the Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment (other than in connection with a merger of the Bank with and into Republic Bank) shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank in Holding Company and the same amount and on the same terms that Employee would be entitled to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 hereofBank. For purposes of implementing the provisions of this Section 5(a12(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee should die while any amounts would still be payable to the death of Employee hereunder if the EmployeeEmployee had continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, legatee or other designee or, or if there be is no such designee, . to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither no party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank and the Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings BankBank and the Company, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank and the Company would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank and the Company to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank and the Company in the same amount and on the same terms that Employee would be entitled as the compensation pursuant to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 7(d) hereof. For purposes of implementing the provisions of this Section 5(a11(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee should die while any amounts would still be payable to the death of Employee hereunder if the EmployeeEmployee had continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, legatee or other designee or, or if there be is no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee would be entitled to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 hereof. For purposes of implementing the provisions of this Section 5(a6(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of the death of the Employee, unless otherwise provided herein, all amounts payable hereunder shall be paid to the Employee's devisee, legatee, or other designee or, if there be no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee would be entitled to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 hereof. For purposes of implementing the provisions of this Section 5(a8(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's ’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of the death of the Employee, unless otherwise provided herein, all amounts payable hereunder shall be paid to the Employee's ’s devisee, legatee, or other designee or, if there be no such designee, to the Employee's ’s estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings BankCompany, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank Company would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank Company to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank Company in the same amount and on the same terms that Employee would be entitled as the compensation 5NEXT PAGE pursuant to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 hereof. For purposes of implementing the provisions of this Section 5(a)7, the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee should die while any amounts would still be payable to the death of Employee hereunder if the EmployeeEmployee had continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, legatee or other designee or, or if there be is no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither no party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Company and the Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Company and/or the Bank would be required to perform it it, if no such succession or assignment had taken place. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Company and the Bank in the same amount and on the same terms as the compensation and benefits that Employee would be entitled payable to hereunder if an event Employee pursuant to Section 7(d) of Involuntary Termination this Agreement without regard to whether a Change in Control has occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 hereof. For purposes of implementing the provisions of this Section 5(a12(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's ’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of the death of the Employee, unless otherwise provided herein, all amounts payable hereunder shall be paid to the Employee's ’s devisee, legatee, or other designee or, if there be no such designee, to the Employee's ’s estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank Association shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings BankAssociation, by an assumption agreement in form and substance satisfactory to the EmployeeExecutive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank Association would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank Association to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee Executive to compensation and benefits from the Savings Bank Association in the same amount and on the same terms that Employee would be entitled as the compensation pursuant to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 7(d) hereof. For purposes of implementing the provisions of this Section 5(a11(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee Executive hereunder shall inure to the benefit of and be enforceable by the EmployeeExecutive's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Executive should die while any amounts would still be payable to the death of Executive hereunder if the EmployeeExecutive had continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the EmployeeExecutive's devisee, legatee, legatee or other designee or, or if there be is no such designee, to the EmployeeExecutive's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets of the Savings BankCompany, by an assumption agreement in form and substance satisfactory to the EmployeeExecutive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank Company would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank Company to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee Executive to compensation and benefits from the Savings Bank Company in the same amount and on the same terms that Employee he would be entitled to hereunder if an event of Involuntary Termination occurredhe terminated his employment for Good Reason, in addition to any payments and benefits to which the Employee Executive is entitled under Section 3 7(g) hereof. For purposes of implementing the provisions of this Section 5(a9(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee Executive hereunder shall inure to the benefit of and be enforceable by the EmployeeExecutive's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of the death of the EmployeeExecutive, unless otherwise provided herein, all amounts payable hereunder shall be paid to the EmployeeExecutive's devisee, legatee, or other designee or, if there be no such designee, to the EmployeeExecutive's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank VRFC shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of VRFC or the Savings BankSubsidiary, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank VRFC would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank VRFC to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank VRFC in the same amount and on the same terms that Employee would be entitled as the compensation pursuant to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 section 9(d) hereof. For purposes of implementing the provisions of this Section 5(asection 12(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event Employee should die while any amounts would still be payable to the Employee hereunder if the Employee had continued to live (including but not limited to salary and benefit continuation to which Employee becomes conditioned under section 9(d) as a result of a covered termination of the death of the Employment before Employee's death) all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, legatee or other designee or, or if there be is no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the EmployeeExecutive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee Executive to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee would be entitled as the compensation pursuant to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 7(a) hereof. For purposes of implementing the provisions of this Section 5(a11(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee Executive hereunder shall inure to the benefit of and be enforceable by the EmployeeExecutive's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Executive should die while any amounts would still be payable to the death of Executive hereunder if the EmployeeExecutive had continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the EmployeeExecutive's devisee, legatee, legatee or other designee or, or if there be is no such designee, to the EmployeeExecutive's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee would be entitled to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 hereof. For purposes of implementing the provisions of this Section 5(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's ’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of the death of the Employee, unless otherwise provided herein, all amounts payable hereunder shall be paid to the Employee's ’s devisee, legatee, or other designee or, if there be no such designee, to the Employee's ’s estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, provided that the Savings Bank Company or Imperial shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the EmployeeExecutive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank Company or Imperial would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank Company or Imperial to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee Executive to compensation and benefits from the Savings Bank Company or Imperial in the same amount and on the same terms that Employee would be entitled as the compensation pursuant to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 7 hereof. For purposes of implementing the provisions provision of this Section 5(a)13, the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee Executive hereunder shall inure to the benefit of and be enforceable by the EmployeeExecutive's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee should die while any amounts would still be payable to the death of Employee hereunder if the EmployeeEmployee had continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, legatee or other designee or, or if there be is no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets of the Savings BankCompany, by an assumption agreement in form and substance satisfactory to the EmployeeExecutive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank Company would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank Company to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee Executive to compensation and benefits from the Savings Bank Company in the same amount and on the same terms that Employee the Executive would be entitled to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 hereof. For purposes of implementing the provisions of this Section 5(a8(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee Executive hereunder shall inure to the benefit of and be enforceable by the Employee's Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of the death of the EmployeeExecutive, unless otherwise provided herein, all amounts payable hereunder shall be paid to the Employee's Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Employee's Executive’s estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither . Neither party may assign or delegate any of her or its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require Corporation agrees that concurrently with any merger or sale of assets which would constitute a Change in Control hereunder, it will cause any successor or assign (whether direct or indirecttransferee unconditionally to assume, by purchasewritten instrument delivered to the Employee (or her beneficiary or estate), merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets obligations of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken placeCorporation hereunder. Failure of the Savings Bank Corporation to obtain such an assumption agreement prior to the effectiveness of any such succession merger or assignment sale of assets, shall be a breach of this Agreement and shall constitute Good Reason hereunder and shall entitle the Employee to compensation and other benefits from the Savings Bank Corporation in the same amount and on the same terms that as the Employee would be entitled to hereunder if an event of Involuntary Termination occurred, the Employee's employment were terminated following a Change in addition to any payments and benefits to which the Employee is entitled Control under Section 3 7(d) hereof. For purposes of implementing the provisions of this Section 5(a)foregoing, the date on which any such succession merger or sale of assets becomes effective shall be deemed the date Good Reason occurs, and shall be the Date of Termination. (b) This Termination if requested by the Employee. Notwithstanding the foregoing, this Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee shall die while any amounts would be payable to the death of Employee hereunder had the EmployeeEmployee continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by the Employee's devisee, legatee, or other designee Employee to receive such amounts or, if there be no such designeeperson is so appointed, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the EmployeeExecutive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee Executive to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee she would be entitled to hereunder if an event of Involuntary Termination occurredshe terminated his employment for Good Reason, in addition to any payments and benefits to which the Employee Executive is entitled under Section 3 hereof. For purposes of implementing the provisions of this Section 5(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee Executive hereunder shall inure to the benefit of and be enforceable by the Employee's Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of the death of the EmployeeExecutive, unless otherwise provided herein, all amounts payable hereunder shall be paid to the Employee's Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Employee's Executive’s estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither . Neither party may assign or delegate any of his or its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require Corporation agrees that concurrently with any merger or sale of assets which would constitute a Change in Control hereunder, it will cause any successor or assign (whether direct or indirecttransferee unconditionally to assume, by purchasewritten instrument delivered to Employee (or his beneficiary or estate), merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets obligations of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken placeCorporation hereunder. Failure of the Savings Bank Corporation to obtain such an assumption agreement prior to the effectiveness of any such succession merger or assignment sale of assets, shall be a breach of this Agreement and shall constitute Good Reason hereunder and shall entitle the Employee to compensation and other benefits from the Savings Bank Corporation in the same amount and on the same terms that as Employee would be entitled to hereunder if an event of Involuntary Termination occurred, Employee’s employment were terminated following a Change in addition to any payments and benefits to which the Employee is entitled Control under Section 3 8(c) hereof. For purposes of implementing the provisions of this Section 5(a)foregoing, the date on which any such succession merger or sale of assets becomes effective shall be deemed the date Good Reason occurs, and shall be the Date of Termination. (b) This Termination if requested by Employee. Notwithstanding the foregoing, this Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's ’s personal and or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of the death of the EmployeeIf Employee shall die while any amounts would be payable to Employee hereunder had Employee continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, such person or other designee persons appointed in writing by Employee to receive such amounts or, if there be no such designeeperson is so appointed, to the Employee's ’s estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank Holding Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings BankHolding Company or the Association, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank Holding Company would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank Holding Company to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank Holding Company in the same amount and on the same terms that Employee would be entitled as the compensation pursuant to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 5(d) hereof. For purposes of implementing the provisions of this Section 5(a10(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee should die while any amounts would still be payable to the death of Employee hereunder if the EmployeeEmployee had continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, legatee or other designee or, or if there be is no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither . Neither party may assign or delegate any of his or its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require Corporation agrees that concurrently with any merger or sale of assets which would constitute a Change in Control hereunder, it will cause any successor or assign (whether direct or indirecttransferee unconditionally to assume, by purchasewritten instrument delivered to the Employee (or his beneficiary or estate), merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets obligations of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken placeCorporation hereunder. Failure of the Savings Bank Corporation to obtain such an assumption agreement prior to the effectiveness of any such succession merger or assignment sale of assets, shall be a breach of this Agreement and shall constitute Good Reason hereunder and shall entitle the Employee to compensation and other benefits from the Savings Bank Corporation in the same amount and on the same terms that as the Employee would be entitled to hereunder if an event of Involuntary Termination occurred, the Employee's employment were terminated following a Change in addition to any payments and benefits to which the Employee is entitled Control under Section 3 8(c) hereof. For purposes of implementing the provisions of this Section 5(a)foregoing, the date on which any such succession merger or sale of assets becomes effective shall be deemed the date Good Reason occurs, and shall be the Date of Termination. (b) This Termination if requested by the Employee. Notwithstanding the foregoing, this Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee shall die while any amounts would be payable to the death of Employee hereunder had the EmployeeEmployee continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by the Employee's devisee, legatee, or other designee Employee to receive such amounts or, if there be no such designeeperson is so appointed, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the EmployeeEmployee in his sole discretion, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness effective date of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee would be entitled to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 hereof. Agreement. (1) For purposes of implementing the provisions of this Section 5(a)8, the date on which any such succession becomes effective "Competitor" shall be deemed defined as a business enterprise which competes with the Bank in offering the same products or services which, in the Bank's fiscal year ended prior to the Date of TerminationTermination generated 10% or more of the Bank's total revenues as reflected in the Bank's most recent annual audited financial statements. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee should die while any amounts would still be payable to the death of Employee hereunder if the EmployeeEmployee had continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, legatee or other designee or, or if there be is no such designee, to the Employee's estate.

No Assignments. Exhibit 10.1 (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets of the Savings BankCompany, by an assumption agreement in form and substance satisfactory to the EmployeeExecutive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank Company would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank Company to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee Executive to compensation and benefits from the Savings Bank Company in the same amount and on the same terms that Employee the Executive would be entitled to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 hereof. For purposes of implementing the provisions of this Section 5(a8(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee Executive hereunder shall inure to the benefit of and be enforceable by the Employee's Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of the death of the EmployeeExecutive, unless otherwise provided herein, all amounts payable hereunder shall be paid to the Employee's Executive’s devisee, legatee, or other designee or, if there be no such designee, to the Employee's Executive’s estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee would be entitled as the compensation pursuant to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 7(d) hereof. For purposes of implementing the provisions of this Section 5(a11(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee should die while any amounts would still be payable to the death of the EmployeeEmployee hereunder, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, legatee or other designee or, or if there be is no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither . Neither party may assign or delegate any of his or its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require Corporation agrees that concurrently with any merger or sale of assets which would constitute a Change in Control hereunder, it will cause any successor or assign (whether direct or indirecttransferee unconditionally to assume, by purchasewritten instrument delivered to the Employee (or his beneficiary 20 or estate), merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets obligations of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken placeCorporation hereunder. Failure of the Savings Bank Corporation to obtain such an assumption agreement prior to the effectiveness of any such succession merger or assignment sale of assets, shall be a breach of this Agreement and shall constitute Good Reason hereunder and shall entitle the Employee to compensation and other benefits from the Savings Bank Corporation in the same amount and on the same terms that as the Employee would be entitled to hereunder if an event of Involuntary Termination occurred, the Employee's employment were terminated following a Change in addition to any payments and benefits to which the Employee is entitled Control under Section 3 8(c) hereof. For purposes of implementing the provisions of this Section 5(a)foregoing, the date on which any such succession merger or sale of assets becomes effective shall be deemed the date Good Reason occurs, and shall be the Date of Termination. (b) This Termination if requested by the Employee. Notwithstanding the foregoing, this Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee shall die while any amounts would be payable to the death of Employee hereunder had the EmployeeEmployee continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by the Employee's devisee, legatee, or other designee Employee to receive such amounts or, if there be no such designeeperson is so appointed, to the Employee's =s estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither . Neither party may assign or delegate any of his or its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require Corporation agrees that concurrently with any merger or sale of assets which would constitute a Change in Control hereunder, it will cause any successor or assign (whether direct or indirecttransferee unconditionally to assume, by purchasewritten instrument delivered to the Employee (or his beneficiary or estate), merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets obligations of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken placeCorporation hereunder. Failure of the Savings Bank Corporation to obtain such an assumption agreement prior to the effectiveness of any such succession merger 18 19 or assignment sale of assets, shall be a breach of this Agreement and shall constitute Good Reason hereunder and shall entitle the Employee to compensation and other benefits from the Savings Bank Corporation in the same amount and on the same terms that as the Employee would be entitled to hereunder if an event of Involuntary Termination occurred, the Employee's employment were terminated following a Change in addition to any payments and benefits to which the Employee is entitled Control under Section 3 7(d) hereof. For purposes of implementing the provisions of this Section 5(a)foregoing, the date on which any such succession merger or sale of assets becomes effective shall be deemed the date Good Reason occurs, and shall be the Date of Termination. (b) This Termination if requested by the Employee. Notwithstanding the foregoing, this Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee shall die while any amounts would be payable to the death of Employee hereunder had the EmployeeEmployee continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by the Employee's devisee, legatee, or other designee Employee to receive such amounts or, if there be no such designeeperson is so appointed, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require any successor or assign EMPLOYMENT AGREEMENT-- SCB and Xxxxx Xxx Xxxxxxx 1/1/2007 5 NEXT PAGE (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee would be entitled as the compensation pursuant to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 7(a) hereof. For purposes of implementing the provisions of this Section 5(a11(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee should die while any amounts would still be payable to the death of Employee hereunder if the EmployeeEmployee had continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, legatee or other designee or, or if there be is no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal Except for subleases permitted by this ARTICLE VI, Lessee shall not have the right to each assign, mortgage or pledge to any Person, including an Affiliate of the parties heretoLessee or Guarantor, and neither party may assign at any time, in whole or delegate in part, any of its rights right, title or obligations hereunder interest in, to or under this Lease, any portion of the Leased Property, in any case without first obtaining the prior written consent of the other party; providedRequired Participants, howeverand any such assignment, that mortgage or pledge shall be void. Notwithstanding the Savings Bank shall require any successor foregoing, Lessee may, without the consent of Administrative Agent on behalf of the Participants and so long as no Event of Default exists, enter into an assignment or assign (whether direct or indirect, by purchase, merger, consolidation, operation sublease of law or otherwise) to all or substantially all any portion of its rights and obligations under this Lease relating to the Leased Property with a wholly owned subsidiary of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken placeGuarantor. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness of any such succession Each sublease or assignment shall be a breach of this Agreement and shall entitle expressly provide for the Employee to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee would be entitled to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 hereof. For purposes of implementing the provisions of this Section 5(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights surrender of the Employee hereunder shall inure to the benefit of and be enforceable Leased Property subleased by the Employee's personal applicable sublessee at the election of Lessor after the occurrence and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legateescontinuance of an Event of Default. In the event The effectiveness of the death of the Employee, unless otherwise provided herein, all amounts payable an assignment hereunder shall be paid conditioned upon the receipt by Administrative Agent of a writing executed by Xxxxxx, the assignee and Guarantor reaffirming that Xxxxxx and Guarantor shall remain primarily liable hereunder and with respect to Guarantor, under the Guarantees, notwithstanding such assignment or sublease and confirming that, notwithstanding any assignment of this Lease by the Lessee, the Lessee will serve as the representative of each assignee with the authority, on behalf of each assignee, to bind each assignee with respect to the Employee's deviseeOperative Documents or any amendment, legateemodification or waiver thereunder and shall have the power and authority to receive and give all notifications, or consents, payments and deliveries under this Lease and the other designee or, if there be no such designee, to the Employee's estateOperative Documents.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee would be entitled to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 hereof. For purposes of implementing the provisions of this Section 5(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's ’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of the death of the Employee, unless otherwise provided herein, all amounts payable hereunder shall be paid to the Employee's ’s devisee, legatee, or other designee or, if there be no such designee, to the Employee's ’s estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither . Neither party may assign or delegate any of his or its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require Corporation agrees that concurrently with any merger or sale of assets which would constitute a Change in Control hereunder, it will cause any successor or assign (whether direct or indirecttransferee unconditionally to assume, by purchasewritten instrument delivered to the Employee (or is beneficiary or estate), merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets obligations of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken placeCorporation hereunder. Failure of the Savings Bank Corporation to obtain such an assumption agreement prior to the effectiveness of any such succession merger or assignment sale of assets shall be a breach of this the Agreement and shall constitute Good Reason hereunder and shall entitle the Employee to compensation and other benefits from the Savings Bank Corporation in the same amount and on the same terms that as the Employee would be entitled to hereunder if an event of Involuntary Termination occurred, the Employee's employment were terminated following a Change in addition to any payments and benefits to which the Employee is entitled Control under Section 3 7(d) hereof. For the purposes of implementing the provisions of this Section 5(a)forgoing, the date on which any such succession merger or sale of assets becomes effective shall be deemed the date Good Reason occurs, and shall be the Date of Termination. (b) This Termination if requested by the Employee. Notwithstanding the foregoing, this Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee shall die while any amounts would be payable to the death of Employee hereunder had the EmployeeEmployee continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by the Employee's devisee, legatee, or other designee Employee to receive such amounts or, if there be no such designeeperson is so appointed, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings BankCompany, by an assumption agreement 5NEXT PAGE in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank Company would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank Company to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank Company in the same amount and on the same terms that Employee would be entitled as the compensation pursuant to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 hereof. For purposes of implementing the provisions of this Section 5(a)7, the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee should die while any amounts would still be payable to the death of Employee hereunder if the EmployeeEmployee had continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, legatee or other designee or, or if there be is no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal Except for subleases permitted by this ARTICLE VI, Lessee shall not have the right to each assign, mortgage or pledge to any Person, including an Affiliate of the parties heretoLessee or Guarantor, and neither party may assign at any time, in whole or delegate in part, any of its rights right, title or obligations hereunder interest in, to or under this Lease, any portion of the Leased Property, in any case without first obtaining the prior written consent of the other party; providedRequired Participants, howeverand any such assignment, that mortgage or pledge shall be void. Notwithstanding the Savings Bank foregoing, Lessee may, without the consent of Administrative Agent on behalf of the Participants and so long as no Event of Default exists, enter into an assignment or sublease of all or any portion of its rights and obligations under this Lease relating to the Leased Property with a wholly owned subsidiary of the Guarantor. With respect to any assignment or sublease permitted under this ARTICLE VI, Lessee shall require not assign or sublease any successor portion of the Leased Property or assign (whether direct any interest with respect to this Lease to, or indirectpermit any such assignment or sublease by, by purchase, merger, consolidation, operation of any Person who shall then be engaged in any proceedings for relief under any bankruptcy or insolvency law or otherwiselaws relating to the relief of debtors. No assignment or sublease permitted hereunder will (a) discharge or diminish any of Lessee's or Guarantor's obligations under any Operative Document, including Lessee's obligations under this Lease, or to all or substantially any other Person under any other Operative Document, and Lessee shall remain directly and primarily liable under the Lease with respect to all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession Leased Property or assignment had taken place. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee would be entitled to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 hereof. For purposes of implementing the provisions of this Section 5(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement extend beyond the last day of the Term. Each assignment or sublease permitted hereby shall be made and all shall expressly provide that it is subject and subordinate to this Lease and the rights of Lessor hereunder, and shall expressly provide for the Employee hereunder shall inure to surrender of the benefit of and be enforceable Leased Property subleased by the Employee's personal applicable sublessee at the election of Lessor after the occurrence and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legateescontinuance of an Event of Default. In the event The effectiveness of the death of the Employee, unless otherwise provided herein, all amounts payable an assignment hereunder shall be paid conditioned upon the receipt by Administrative Agent of a writing executed by Xxxxxx, the assignee and Guarantor reaffirming that Xxxxxx and Guarantor shall remain primarily liable hereunder and with respect to Guarantor, under the Guarantees, notwithstanding such assignment or sublease and confirming that, notwithstanding any assignment of this Lease by the Lessee, the Lessee will serve as the representative of each assignee with the authority, on behalf of each assignee, to bind each assignee with respect to the Employee's deviseeOperative Documents or any amendment, legateemodification or waiver thereunder and shall have the power and authority to receive and give all notifications, consents, payments and deliveries under this Lease and the other Operative Documents. Lessee shall give Lessor prompt written notice of any assignment or other designee orsublease permitted under this ARTICLE VI, if there be no such designeeand Xxxxxx shall, within thirty (30) days after execution of any assignment or sublease, deliver to the Employee's estateAdministrative Agent a fully executed copy of such assignment or sublease.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither no party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee would be entitled as the compensation pursuant to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 6(d) hereof. For purposes of implementing the provisions of this Section 5(a11(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee should die while any amounts would still be payable to the death of Employee hereunder if the EmployeeEmployee had (c) continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, legatee or other designee or, or if there be is no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the EmployeeExecutive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee Executive to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee would be entitled to hereunder if an event of Involuntary Termination occurredterminated employment for Good Reason, in addition to any payments and benefits to which the Employee Executive is entitled under Section 3 hereof. For purposes of implementing the provisions of this Section 5(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee Executive hereunder shall inure to the benefit of and be enforceable by the EmployeeExecutive's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of the death of the EmployeeExecutive, unless otherwise provided herein, all amounts payable hereunder shall be paid to the EmployeeExecutive's devisee, legatee, or other designee or, if there be no such designee, to the EmployeeExecutive's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither . Neither party may assign or delegate any of his or its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require Corporation agrees that concurrently with any merger or sale of assets which would constitute a Change in Control hereunder, it will cause any successor or assign (whether direct or indirecttransferee unconditionally to assume, by purchasewritten instrument delivered to the Employee (or his beneficiary or estate), merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets obligations of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken placeCorporation hereunder. Failure of the Savings Bank Corporation to obtain such an assumption agreement prior to the effectiveness of any such succession merger or assignment sale of assets, shall be a breach of this Agreement and shall constitute Good Reason hereunder and shall entitle the Employee to compensation and other benefits from the Savings Bank Corporation in the same amount and on the same terms that to which the Employee would be entitled to hereunder if an event of Involuntary Termination occurred, the Employee’s employment were terminated following a Change in addition to any payments and benefits to which the Employee is entitled Control under Section 3 7(d) hereof. For purposes of implementing the provisions of this Section 5(a)foregoing, the date on which any such succession merger or sale of assets becomes effective shall be deemed the date Good Reason occurs, and shall be the Date of Termination. (b) This Termination if requested by the Employee. Notwithstanding the foregoing, this Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's ’s personal and or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee shall die while any amounts would be payable to the death of Employee hereunder had the EmployeeEmployee continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by the Employee's devisee, legatee, or other designee Employee to receive such amounts or, if there be no such designeeperson is so appointed, to the Employee's ’s estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall and the Holding Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings BankBank or the Holding Company, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank or the Holding Company would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank and the Holding Company to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank and the Holding Company in the same amount and on the same terms that Employee would be entitled as the compensation pursuant to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 8(a) hereof. For purposes of implementing the provisions of this Section 5(a12(a), the date on which any such succession becomes effective shall be deemed the Date of Termination.. 10 (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee should die while any amounts would still be payable to the death of Employee hereunder if the EmployeeEmployee had continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, legatee or other designee or, or if there be is no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank Holding Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings Holding Company or the Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank Holding Company would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank Holding Company to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank Holding Company in the same amount and on the same terms that Employee would be entitled as the compensation pursuant to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 5(d) hereof. For purposes of implementing the provisions of this Section 5(a10(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In If the event of Employee should die while any amounts would still be payable to the death of Employee hereunder if the EmployeeEmployee had continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, legatee or other designee or, or if there be is no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; provided, however, that the Savings Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law consolidation or otherwise) to all or substantially all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee would be entitled as the compensation pursuant to hereunder if an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 7(e) hereof. For purposes of implementing the provisions of this Section 5(a10(a), the date on which any such succession becomes effective shall be deemed the Date of Termination.. 6NEXT PAGE (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees devisees, and legatees. In If the event of Employee should die while any amounts would still be payable to the death of Employee hereunder if the EmployeeEmployee had continued to live, all such amounts, unless otherwise provided herein, all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, legatee or other designee or, or if there be is no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties Parties hereto, and neither party no Party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other partyParties; provided, however, that the Savings Company and/or the Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets of the Savings Company and/or the Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Company and/or the Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Company and/or the Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Company and/or the Bank in the same amount and on the same terms that Employee would be entitled to hereunder if had an event of Involuntary Termination occurred, in addition to any payments and benefits to which the Employee is entitled under Section 3 hereof. For purposes of implementing the provisions of this Section 5(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of the death of the Employee, unless otherwise provided herein, all amounts payable hereunder shall be paid to the Employee's devisee, legatee, or other designee or, if there be no such designee, to the Employee's estate.

No Assignments. (a) This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party; providedPROVIDED, howeverHOWEVER, that the Savings Bank shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation, operation of law or otherwise) to all or substantially all of the business and/or assets of the Savings Bank, by an assumption agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Savings Bank would be required to perform it if no such succession or assignment had taken place. Failure of the Savings Bank to obtain such an assumption agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle the Employee to compensation and benefits from the Savings Bank in the same amount and on the same terms that Employee he would be entitled to hereunder if an event of Involuntary Termination occurredhe terminated his employment for Good Reason, in addition to any payments and benefits to which the Employee is entitled under Section 3 hereof. For purposes of implementing the provisions of this Section 5(a), the date on which any such succession becomes effective shall be deemed the Date of Termination. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of the death of the Employee, unless otherwise provided herein, all amounts payable hereunder shall be paid to the Employee's devisee, legatee, or other designee or, if there be no such designee, to the Employee's estate.